AT&T (NYSE: T) said it has officially closed on its $49 billion acquisition of DirecTV (NASDAQ: DTV) following FCC approval of the transaction. The news brings to a close a review process that lasted over a year.
And with its federal sign-off finally in hand, AT&T announced that John Stankey will be CEO of AT&T Entertainment and Internet Services, reporting to AT&T CEO Randall Stephenson and responsible for leading the company's combined DirecTV and AT&T "Home Solutions" operations. DirecTV Chairman and CEO Mike White will retire.
"Mike is one of the world's top CEOs and a great leader who built DirecTV into a premier TV and video entertainment company spanning the U.S. and Latin America," Stephenson said in a statement. "He has been a terrific partner and friend, and his legacy will be an important part of our combined company."
The FCC's approval followed a green light earlier in the week by the Department of Justice. AT&T is now the biggest pay-TV operator in the U.S., with around 28 million subscriptions across its U-verse and DirecTV footprints.
"Based on this review, the commission has determined that granting the application, subject to certain conditions, is in the public interest," an FCC statement reads.
"As part of the merger, AT&T-DirecTV will be required to expand its deployment of high-speed, fiber optic broadband Internet access service to 12.5 million customer locations as well as to E-rate eligible schools and libraries," the statement adds. "In addition, AT&T-DirecTV is prohibited from using discriminatory practices to disadvantage online video distribution services and will submit its Internet interconnection agreements for Commission review. Finally, AT&T-DirecTV will offer broadband services to low-income consumers at discounted rates."
Under the terms of the merger, DirecTV shareholders received 1.892 shares of AT&T common stock, in addition to $28.50 in cash, per DirecTV share.
"Combining DirecTV with AT&T is all about giving customers more choices for great video entertainment integrated with mobile and high-speed Internet service," Stephenson said. "We'll now be able to meet consumers' future entertainment preferences, whether they want traditional TV service with premier programming, their favorite content on a mobile device, or video streamed over the Internet to any screen.
"This transaction allows us to significantly expand our high-speed Internet service to reach millions more households, which is a perfect complement to our coast-to-coast TV and mobile coverage," Stephenson added. "We're now a fundamentally different company with a diversified set of capabilities and businesses that set us apart from the competition."
AT&T released an FAQ for customers indicating only a limited number of initial changes for DirecTV and U-verse customers--discounts on AT&T Internet and wireless services will be announced for DirecTV customers in the coming weeks, for example. But the company said it's not getting rid of its U-verse pay-TV service, raising rates, or otherwise making major changes right off the bat to DirecTV and U-verse pay-TV services.
In its statement, AT&T outlined concessions made for federal approval of the deal.
- Within four years, AT&T will offer its all-fiber Internet service to at least 12.5 million customer locations. And at least 25.7 million customer locations will have access to broadband speeds of 45 Mbps or higher.
- Within its wireline footprint, the company will offer 1 Gbps service to any eligible school or library requesting E-rate services
- Also within AT&T's 21-state wireline footprint, the company will offer discounted fixed broadband service to low-income households that qualify for the government's Supplemental Nutrition Assistance Program, or food stamps.
- AT&T's retail terms and conditions for its fixed broadband services will not favor its own video programming services. AT&T can and will, however, continue to offer discounted integrated bundles of its video and high-speed Internet services.
- AT&T must submit to the FCC new interconnection agreements it enters into with peering networks and on-net customers for the exchange of Internet traffic. The company will develop, in conjunction with an "independent expert," a methodology for measuring the performance of its Internet traffic exchange. It must regularly report those metrics to the FCC.
- AT&T will appoint a company compliance officer to develop and implement a plan to ensure compliance of these merger conditions. The company may also engage an independent, third-party compliance officer to evaluate the plan and its implementation, and submit periodic reports to the FCC.
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