Deutsche Bank believes the key risks to the AT&T Inc. (NYSE: T)’s takeover of Time Warner Inc (NYSE: TWX) are increased regulatory scrutiny and limited near-term accretion/synergies.
AT&T said it would buy Time Warner for $107.50 per share in a cash and stock deal, which has a total equity value of $85.4
billion. The deal combines Time Warner's vast library of content with AT&T's extensive distribution network.
The deal is set to face regulatory hurdles given the deal size, and AT&T’s distribution scale. Notably, large scale
M&A’s such as Comcast’s attempt to buy Time Warner Cable and AT&T’s effort to buy T-Mobile has been thwarted by
regulators.
“While T/TWX is a vertical integration (these deals have usually cleared, and this may not be subject to FCC review), we
see major regulatory pushback, especially as this comes just one year after T/DTV cleared,” analyst Matthew Niknam wrote in a
note.
Further, Deutsche Bank’s M&A model shows limited near-term accretion (low-single digit percentage) on an EPS/FCF basis.
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“It’s also worth noting long-term synergies are ~5 percent of TWX opex, which compare to ~10 percent targeted for DTV and 15–20
percent for traditional telco deals where T had more cost overlap,” Niknam highlighted.
Moreover, the analyst noted that there is limited precedent of a successful marriage of distribution and content in the US. The
analyst also pointed out the AT&T’s debt load of $180 billion, which may restrict the carrier’s ability to spend capital beyond
deleveraging.
“Given the FCF generation inherent in TWX’s business, our pro forma does imply AT&T’s dividend payout ratio will drop to ~60
percent by Year 3 post deal (200–300bp below our standalone T model),” Niknam noted.
Among the positives, Time Warner brings high quality content such as HBO, TBS/TNT and Warner Bros. in to AT&T’s fold, giving
it an edge over rivals and overcome the threat of cable companies entering the wireless space. In addition, AT&T has very low
downside risk in this scenario given a $500 million break fee (just $0.08/share).
Niknam has a Buy rating on AT&T, with a price target of $45.
Shares of AT&T closed Friday’s trading at $37.49 and Time Warner closed at $89.48. In the pre-market hours Monday,
both shares were down by 2.5 percent and 1.05 percent, respectively.
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Latest Ratings for T
Date |
Firm |
Action |
From |
To |
Oct 2016 |
Drexel Hamilton |
Downgrades |
Buy |
Hold |
Oct 2016 |
Cowen & Co. |
Downgrades |
Outperform |
Market Perform |
Sep 2016 |
UBS |
Downgrades |
Buy |
Neutral |
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T
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