The Plot Thickens: AT&T Filing Provides Details On Time Warner Merger, Regulatory Delay

Mark Your Calendar For February 15

AT&T's latest S-4/A filing shows that a special meeting of the shareholders of Time Warner will be held at 3 p.m. ET on February 15 at Omni Atlanta Hotel at CNN Center, Atlanta, Georgia. The deal could hit a roadblock unless Time Warner shareholders holding at least a majority of the shares outstanding as of the close of January 3, 2017 — the record for the special meeting — vote in favor of the transaction.

Regulatory Hurdles

The consummation of the deal is also contingent on obtaining regulatory clearance.

• Expiration of the applicable waiting period under the HSR Act.
• Receipt of consents from the FCC, if required.
• Receipt of PUC consents, if required.
• Receipt of foreign regulatory consents.

AT&T clarified that following the review of all licenses it holds that are granted by the FCC, it anticipates that Time Warner need not transfer any of its FCC licenses to AT&T in order for AT&T to conduct its business. This obviates the need for a FCC clearance.

The filing also revealed that the Department of Justice issued a second request on December 8, 2016, after they filed their notification and report forms under the HSR Act on November 4, 2016. Both companies have agreed to cooperate with each other and use best efforts to secure all regulatory approvals required.

It is the right of the antitrust agencies to effectively enjoin a transaction without ever going to court, simply by issuing a second request, which is the information request issued by the agencies when they seek to investigate a particular transaction.

Trump Opposes

A Bloomberg report, citing sources close to President-elect Donald Trump, suggested he might be opposed to the deal. Trump reportedly termed the deal as bad, as he believes it would concentrate too much power in the media industry.

Nevertheless, the companies are optimistic that there will be no harrowing end to the tale. However, at the face of it, it looks like the plot will thicken before unraveling.