Time Warner Seeks Shareholder Approval of AT&T Meld

Time Warner's board has called a shareholder meeting for 3 p.m. on Feb. 15 at the CNN Center in Atlanta to vote on its proposed merger with AT&T, according to a filing with the Securities and Exchange Commission voluminously outlining the deal, its advantages, risks and regulatory requirements.

The deal can't close unless Time Warner shareholders with a majority of outstanding common stock as of Jan. 3, 2017, vote to approve it. The board has unanimously recommended that shareholders vote yes.

Non-votes or abstentions count as no votes.

It is still not clear whether the deal will have to be submitted to the FCC for a public interest review, though the Justice Department will be looking at it for antitrust issues, with input from the FCC regardless, which is the expert agency in communications matters.

In addition, the deal may have to get the sign-off from some state public utility commissions and will need the OK from regulators in Brazil, Canada, China, the European Union and Mexico.

The companies told the SEC that they expect the deal to close by the end of 2017.

As of Jan. 4, stockholders of Time Warner common stock would be worth $109.35 per share, which is a combination of $53.75 in cash, plus a number of AT&T common stock shares, with Time Warner shareholders holding about 15% of AT&T common stock.

Time Warner's break-up fee is $1.75 billion, while AT&T's is $500 million.

President-elect Donald Trump has expressed opposition to the deal.

John Eggerton

Contributing editor John Eggerton has been an editor and/or writer on media regulation, legislation and policy for over four decades, including covering the FCC, FTC, Congress, the major media trade associations, and the federal courts. In addition to Multichannel News and Broadcasting + Cable, his work has appeared in Radio World, TV Technology, TV Fax, This Week in Consumer Electronics, Variety and the Encyclopedia Britannica.