AT&T's Deal to Buy Time Warner Faces Political Barrage

Media & Advertising Dow Jones Newswires

FILE - In this Tuesday, May 26, 2015 file photo, pedestrians walk by an entrance to the Time Warner Center in New York. On Saturday, Oct. 22, 2016, several reports citing unnamed sources said AT&T is in advanced talks to buy Time Warner, owner of the Warner Bros. movie studio as well as HBO and CNN. The giant phone company is said to be offering $80 billion or more, a massive deal that would shake up the media landscape. (AP Photo/Mary Altaffer)

FILE - In this Tuesday, May 26, 2015 file photo, pedestrians walk by an entrance to the Time Warner Center in New York. On Saturday, Oct. 22, 2016, several reports citing unnamed sources said AT&T is in advanced talks to buy Time Warner, owner of the ... Warner Bros. movie studio as well as HBO and CNN. The giant phone company is said to be offering $80 billion or more, a massive deal that would shake up the media landscape. (AP Photo/Mary Altaffer) (The Associated Press)

AT&T Inc.'s blockbuster $85.4 billion deal to buy Time Warner Inc. promises to reshape the media landscape—if the companies can navigate a series of obstacles, including possible opposition from U.S. antitrust authorities and objections by lawmakers and media and telecom rivals. 

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Even before the deal was announced Saturday night, members of Congress, industry groups and Republican presidential nominee Donald Trump began to question it, contending the combination of AT&T's millions of wireless and pay-television subscribers with Time Warner's stable of TV networks and programming would limit competition and hurt consumers. 

Mr. Trump said if elected he wouldn't approve the deal "because it's too much concentration of power in the hands of too few." 

Former presidential candidate Bernie Sanders on Sunday called on the administration to block the merger. "This deal would mean higher prices and fewer choices for the American people," Mr. Sanders wrote on Twitter. 

On NBC's "Meet the Press" Sunday, Democratic Vice Presidential nominee Tim Kaine said he shared the "concerns and questions" raised by Democratic Minnesota Sen. Al Franken that the deal could lead to higher costs and fewer choices. "Pro-competition and less concentration, I think, is generally helpful, especially in the media." 

Experts compared the deal to the acquisition by Comcast of NBCUniversal, which went through in 2011 after 13 months of review. U.S. regulatory officials and rivals have expressed concerns that some government conditions regarding Comcast's behavior, such as its requirement to not weigh in on strategic decisions at streaming service Hulu, were tough to monitor and enforce. 

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AT&T Chief Executive Randall Stephenson played down the objections from lawmakers, politicians and industry groups, arguing the combination of a content provider and a distributor didn't increase industry concentration and wasn't the kind of deal regulators take issue with. 

"It is going to have to go through a regulatory review process that is dictated by rules, regulations and laws," Mr. Stephenson said in an interview. "I can't control what the politicians say and feel about it." 

AT&T affirmed Sunday that it would continue to run Time Warner's media assets autonomously amid ?concerns among current and former staff particularly at CNN that editorial independence might be compromised. "CNN is an American symbol of independent journalism and First Amendment free speech. My board and I are clear—CNN will remain completely independent from an editorial perspective," Mr. Stephenson said in a statement. 

AT&T is no stranger to Washington politics, including the bitter memory of having its 2011 acquisition of T-Mobile US Inc. blocked. Its political-action committee has been one of the top corporate contributions. 

Regulators' questions will likely focus on whether AT&T would favor content acquired from Time Warner, if the merger would lead to higher prices, or if it would widen the playing field by making AT&T a stronger competitor. 

AT&T will likely have to meet conditions set by antitrust reviewers at the Justice Department as well as face regulators from the Federal Communications Commission, who will also likely conduct a public interest review of the deal. 

"Avoiding any kind of regulatory review is always a benefit," Mr. Stephenson said. "But we aren't naive. We aren't thinking that that won't happen." 

The Justice Department and FCC both declined to comment. 

In the 2016 election, AT&T's PAC has given a total of $4.2 million to hundreds of candidates and groups in both parties, including $70,000 to a joint fundraising committee for House Speaker Rep. Paul Ryan (R., Wis.) and the maximum $5,000 to Sen. Chuck Schumer (D., N.Y.), considered the likely successor of departing Senate Minority Leader, Harry Reid of Nevada. 

It was also a major donor to both political conventions, giving $1.5 million to the host committee for the Democratic convention and $4.2 million to the host committee for the Republican convention. 

Mr. Stephenson is a longtime Republican donor. He gave $1,000 to Mr. Ryan in March, and last December gave $30,000 to the Republican National Committee, according to Federal Election Commission records. He supported Republican presidential nominee Mitt Romney in 2012 and hasn't donated to Mr. Trump. 

Time Warner CEO Jeff Bewkes has a far more sparse donation record. He hasn't donated to any campaigns this election cycle, according to FEC records. 

Media companies and industry rivals such as Walt Disney Co., which called for "close regulatory scrutiny" on Saturday, are expected to lobby for tough conditions that are enforceable, given the shadow of Comcast-NBCUniversal. Because this deal combines a content provider and a distributor instead of two direct rivals, lawyers, lobbyists and regulatory officials say divestitures are unlikely. 

An FCC review could be sticky, especially if the majority of it is conducted by current Chairman Tom Wheeler, who has proved to be tough toward the telecom and cable industries. People close to him note that Mr. Wheeler may end up staying well into 2017 if Democratic candidate Hillary Clinton wins the presidency. 

"AT&T is no stranger to DOJ antitrust review and they are no stranger to FCC review if that is needed here," said Amanda Wait, a former Federal Trade Commission lawyer who now practices at law firm Hunton & Williams LLP. 

In 2009, Comcast offered a variety of early concessions such as increasing children's programming when it acquired a controlling stake in NBCUniversal, something AT&T did with its DirecTV acquisition when it was announced in 2014 but not this time with Time Warner. 

Charter Communications Inc., when it scooped up Time Warner Cable Inc., also announced from the outset it wouldn't impose data caps on its broadband customers or charge content providers like Netflix Inc. for traffic handoffs to its broadband network for several years. 

Industry executives believe AT&T will have a hard time shaking off worries in Washington it would favor Time Warner content on its vast combined wireline broadband and mobile footprint. 

For Dallas-based AT&T, the task of negotiating Washington will fall on Robert Quinn, who recently stepped into the top policy job having worked his way up through the carrier. 

His victories include shepherding the AT&T-BellSouth merger through an FCC commission with two Republicans and two Democrats, where the tiebreaker Republican had recused himself. The approval was unanimous. 

"He knows how to cut deals and compromise," said Sam Feder, a managing partner at Jenner & Block LLP and a former FCC general counsel. 

Bob Davis contributed to this article. 

Write to Thomas Gryta at thomas.gryta@wsj.com, Shalini Ramachandran at shalini.ramachandran@wsj.com and Rebecca Ballhaus at Rebecca.Ballhaus@wsj.com

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