FT : AT&T chief at the reins for another big deal

AT&T chief at the reins for another big deal
Stephenson goes from Oklahoma to Hollywood red carpet with Time Warner deal

When Randall Stephenson took over as chief executive of AT&T in 2007, his predecessor gave him some advice.

“You are not here as a keeper of these assets,” Ed Whitacre told him, according to his memoir, American Turnaround. “There’s a lot to be done yet — so make sure you keep going, and keep growing.”
He took the words to heart.
Under Mr Stephenson's stewardship, AT&T has continued to engage in the perpetual dealmaking that became a hallmark of Mr Whitacre’s tenure, during which it went from a regional player to one of the world’s largest telecoms groups.
AT&T on the weekend announced its biggest deal to date, the $85.4bn purchase of Time Warner, the owner of HBO, CNN and Warner Brothers.
But not all of Mr Stephenson’s deals have been successful.

In 2011, the Department of Justice blocked the company’s bid to acquire rival network T-Mobile US for $49bn, arguing it would hurt competition in the wireless industry.
He also toyed with the idea of buyingVodafone, the London-listed mobile network, before deciding that the regulatory regime in Europe was prohibitively onerous.
Mr Stephenson’s ability to navigate the corridors of Washington had clearly improved by last year, when the company’s $49bn acquisition of DirecTV, the satellite group, was approved even as other large deals were blocked, such as the putative takeover of Time Warner Cable by Comcast.
The purchase of DirecTV took the company full square into the media business, catapulting it to become the world’s largest provider of pay-TV.
But DirecTV, like AT&T, is fundamentally a “dumb pipes” business — providing infrastructure for others to transmit their content, rather than making TV shows and movies itself.
With the planned acquisition of Time Warner, Mr Stephenson faces his biggest challenge so far, both in terms of convincing regulators to give a green light, but also in trying to marry the cultures of a telecoms group and a content producer.
The glitzy world of red carpets and star-studded parties is perhaps a strange fit for Mr Stephenson, a 56-year-old native of Oklahoma whose father worked in the cattle business.
“My favourite story about my father is they were contemplating bringing a lottery to Oklahoma,” he told an audience of journalists at a charity dinner last year. “Somebody asked my father what he’d do if he won a million dollars, and he said he’d put it in the cattle business until it was gone too.”

The world of movies and TV shows could not be further away from cow farming, but a person briefed on Mr Stephenson’s strategy says the Time Warner deal is not borne out of a hankering for razzmatazz.
An accountant by profession, Mr Stephenson has spent almost his career in the telecoms industry, and he would have preferred to grow the company’s core wireless and wireline assets instead, the person said.
But a string of unfavourable regulatory decisions has steadily convinced him to diversify.
Not only did the Obama administration block the T-Mobile US deal, it also reclassified the internet as a public utility, effectively stopping companies such as AT&T from boosting profits by selling “fast lanes” to content companies.
Such an environment has made Mr Stephenson more cautious about increasing the record amount that AT&T invests in its network, and more reticent when it comes to dealmaking in the telecoms sector.
Hence his decision to branch out, by buying DirecTV, but also by investing heavily in wireless telecoms in Mexico, where AT&T has bought roughly $4.5bn of assets and committed to spending a further $3bn to bring them up to scratch.
If regulators approve the Time Warner transaction, it would be the second time that Mr Stephenson has snapped up an asset once coveted by Rupert Murdoch.
Mr Murdoch’s entreaties to Time Warner were rebuffed last year, while he was also wrongfooted when trying to buy DirecTV in 2001.
Ironically, Mr Stephenson turned to Peter Chernin, an erstwhile Murdoch lieutenant, to help broker the deal with Time Warner. The pair had become close since 2014, when AT&T and the Chernin Group formed Otter, a joint venture focused on digital media.
“He is one of the most brilliant content people in the world,” Mr Stephenson said of Mr Chernin at the dinner last year.

>>> US Gapping up:

Gapping up:

In reaction to earnings/guidance:
  • PHG +4.9%
  • TMUS +1.6%,
M&A news:
  • BEAV +16.6% (to be acquire by Rockwell Collins (COL) for $62.00/share in cash & stock, or ~$8.3 bln),
  • JPEP +9.4% (to merge with American Midstream Partners (AMID) in $2 bln deal),
  • AMTD +1.3% (confirms deal to acquire Scottrade in a cash and stock transaction valued at $4 bln; also reports earnings),
European financials showing relative strength:
  • SAN +3.2% (Spanish stocks strong on political stability), CS +2.6%, DB +2.3%.
Select coal related names seeing strength:
  • MTL +14.1% (still checking for anything specific), YZC +5.7% (reports Q3 operational data),
Other news:
  • AAC +11.1% (announces that certain of its subsidiaries have reached a resolution with the Attorney General of the State of California),
  • AGEN +6.1% (seeing some relief after selling off for past two weeks),
  • LC +2.9% (schedules Q3 earnings release for Monday, November 7),
Analyst comments:
  • TRUE +3.7% (upgraded to Buy from Neutral at B. Riley & Co.),

>>> US Gapping Down:

Gapping Down:

In reaction to disappointing earnings/guidance:
  • VFC -4.7%, KMB -3.8%, GFI -2.3% (provides Q3 operating update, affirms FY16 outlook; gold produced was +1.5% q/q)
M&A Related:
  • SYT -7.2% (it and ChemChina failed to submit concessions to the EU by deadline),
  • COL -1.9% (to Acquire B/E Aerospace (BEAV) for $8.3 Billion in Total Consideration),
  • T -1.7%, TWX -1.0% (Time Warner (TWX) confirms deal to be acquired by AT&T (T) for $107.50/share in cash & stock, or ~$85.4 bln)
Other news:
  • BAS -25.6% (enters into a restructuring support agreement with its certain term loan lenders; under the terms, co must file chapter 11 cases to implement the Plan on or before October 25),
  • TDW -15.1% (receives limited waiver extensions from its lenders and noteholders until November 11, 2016),
Analyst comments:
  • EA -1.9% (downgraded to Neutral from Buy at BofA/Merrill),
  • LECO -1.8% (downgraded to Underperform at Longbow),

>>> MAKOR EVENT DRIVEN COMMENT : SYNN VX - OUR COMMENT FOLLOWING CONFIRMATIO

 

October 24, 2016 

 

MAKOR EVENT DRIVEN COMMENT : SYNN VX - OUR COMMENT FOLLOWING CONFIRMATION THAT NO EC REMEDIES WERE OFFERED

 

We are retracting our earlier check that Syngenta and ChemChina can offer remedies post the 21 October (“Day 20” deadline). We have received confirmation from our lawyers and have reviewed the EC merger regulations and concluded that this is a HARD deadline which cannot be extended or breached should the companies wish to obtain antitrust clearance in Phase I. Any remedies offered by the parties would have resulted in an automatic 10 business day extension to the timetable (i.e. a Phase I decision would have been expected on 14 November). The EC Press Office has confirmed that any remedies (if submitted) would have been reflected in the public case file. As there are no references to any remedies there, no remedies have thus been submitted. We have confirmed that SYNGENTA AND CHEMCHINA ARE NO LONGER ABLE TO SUBMIT REMEDIES IN PHASE I. 

 

A state-of-play meeting (alleged to have taken place on 14 October) does not necessarily indicate that there are significant issues with the transaction and can be requested by the merging parties to demonstrate to the EC in detail that there are no significant competition overlaps, and still receive Phase I approval. Nevertheless, we find it surprising that after such lengthy pre-notification discussions (deal was announced on 13 November 2015 and the EC filing was only formally submitted on 23 September 2016), a state-of-play meeting was still requested by the parties to make their case to the EU and yet no remedy package was formally filed. 

 

The EC may extend the review period with the agreement of the notifying parties at any time post-filing and any extension on this basis cannot exceed 20 working days (i.e. a further 20 business day extension from the 28 October decision date would be 30 November accounting for EC holidays). Nevertheless, no remedies can be submitted to the EC despite this extension, during Phase I. 

 

The ACCC have also announced today that “the former proposed decision date of 27 October 2016 delayed at the request of the merger parties so that they can provide more information to the ACCC. A new proposed decision date will be published in due course.” This is a VOLUNTARY suspension of the timeline. 

 

Another possible explanation would be that the parties are working with the EC and the other regulators to offer a global remedy packaged for the deal which explains the lack of remedies offered to date. We await the update from Syngenta when they announce their Q3 earnings tomorrow morning.  

 

Clearly, the initial share price reaction was overdone for a Phase I to a potential Phase II extension, and now the spread is back to pre-CFIUS levels, but supporters of any “conspiracy theory” will find comfort in this news. Clearly, it is becoming increasingly difficult to find much comfort at this time given the information vacuum and traditional worries about a Chinese buyer. 

 

 

 

  

  ​     ​     ​

 

Makor Capital

 

11 Menachem Begin St., 26th FL

Ramat Gan 52681
ISRAEL
Tel         +972 3 5453 762

Fax        +972 3 7162 680

 

   

Research Disclaimer

 

This publication has been prepared by Makor Capital Limited (“Makor Capital”) and is intended for professional or qualified investors only. Makor Securities London Ltd (“Makor Securities”)is distributing this material to its clients who are Eligible Counterparties or Professional Clients under FCA Rules. It may also be disseminated to persons who are Investment Professionals within the meaning of the Financial Services and Markets Act 2000 (Financial Promotion Order 2005).  In the United States, Makor Capital only distributes this material to major US institutional investors (as that term is defined in Rule 15a-6 of the Securities and Exchange Act of 1934) and to SEC-registered broker-dealers or  banks acting in a broker–dealer capacity. This material is not intended for distribution to any other persons and should not be redistributed.  If you do not fall into any of these categories you should disregard it.

 

This material is a marketing communication.  It is not investment research and has not been prepared in accordance with legal requirements designed to promote the independence of investment research. It is not subject to any prohibition on dealing ahead of the dissemination of investment research under U.K. law. This material is not a research report and is not intended to be a research report as defined under U.S. securities laws and regulations.  This material is not intended to provide information reasonably sufficient upon which to base any investment decision.   

 

This material does not take into account the particular investment objectives, financial situation or needs of individual clients or other recipients. Before acting on this material, clients and other recipients should consider whether it is suitable for their particular circumstances and, if necessary, seek professional advice. 

 

This material should not be construed in any circumstances as an offer to sell or solicitation of any offer to buy any security or other financial instrument, nor shall it, or the fact of its distribution, form the basis of, or be relied upon in connection with, any contract relating to such action. 

 

In the United States, Makor Capital does not offer securities services to U.S. persons except pursuant to SEC Rule 15a-6 only to major US institutional investors and SEC registered broker-dealers or  banks acting in a broker–dealer capacity. Transactions in the United States must be effected through the U.S. broker-dealer, Oscar Gruss & Son Incorporated. Oscar Gruss & Son has not prepared, reviewed or distributed this material.

 

Some of this material is produced by providers which Makor Securities believes to be reliable, but Makor Securities does not warrant or represent (expressly or impliedly) that it is accurate, complete, not misleading or as to its fitness for the purpose intended and it should not be relied upon as such. 

Opinions expressed will be the current opinions of those producing this material as of the date appearing on this material only. We expect those producing the material in  this publication to update it on a timely basis but can give no undertaking that they will do so and regulatory compliance or other reasons may prevent  them from doing so (or us from disseminating updated material).  

 

Members and employees of Makor Securities London Ltd, employees of Makor Capital, Makor Capital Markets may from time to time have long or short positions in securities, warrants, futures, options, derivatives or other financial instruments referred to in this material. For Makor Securities, this information is set out in our Conflicts of Interest Policy which is available on request.  Policies for the production of research from other research providers are available on request.  Unless otherwise stated, share prices provided within this material are as at the close of business on the day prior to the date of the material.

 

Neither the whole nor any part of this material may be duplicated in any form or by any means. Neither should any of this material be redistributed or disclosed to anyone without prior consent. This material is issued for general information and discussion purposes only. None of  Makor Securities, Makor Capital, Makor Capital Markets accepts  liability whatsoever for any direct, indirect or consequential loss or damage of any kind arising out of the use of all or any of this material. 

 

The services, securities and investments discussed in this material may not be available to, nor are suitable for all investors. Investors should make their own investment decisions based upon their own financial objectives and financial resources and it should be noted that investment involves risk, including the risk of capital loss. Past performance is no guide to future performance. In relation to securities denominated in foreign currency, movements in exchange rates will have an effect on the value, either favourable or unfavourable.

 

All investors. Investors should make their own investment decisions based upon their own financial objectives and financial resources and it should be noted that investment involves risk, including the risk of capital loss. Past performance is no guide to future performance. In relation to securities denominated in foreign currency, movements in exchange rates will have an effect on the value, either favourable or unfavourable.

 

Entities

 

Makor Securities London Ltd is authorised and regulated by the Financial Conduct

Authority (FCA registration number 625054) 

 

Makor Capital, company number 514456466, is incorporated in Israel and is a 100% held

subsidiary of Makor Holdings Pte Ltd incorporated in Singapore. 

 

Makor Capital Markets SA, company number CH-660.2.999.011-0 is incorporated in Switzerland

and is also a 100% held subsidiary of Makor Holdings Pte Ltd.

 


Having trouble viewing this email? Click here


lchekroun@makor-cm.comThis email was sent to
by Research@Makor-Capital.com

Update Profile/Email Address | Unsubscribe | Report abuse


 V.I.Plus e-mail marketing

 

>>>MAKOR EVENT DRIVEN COMMENT : SYNN VX - OUR COMMENT FOLLOWING CONFIRMATION TH

S

YNGENTA (SYNN VX)

Our comment following confirmation that no EC remedies were offered

We are retracting our earlier check that Syngenta and ChemChina can offer remedies post the 21 October (“Day 20” deadline). We have received confirmation from our lawyers and have reviewed the EC merger regulations and concluded that this is a HARD deadline which cannot be extended or breached should the companies wish to obtain antitrust clearance in Phase I. Any remedies offered by the parties would have resulted in an automatic 10 business day extension to the timetable (i.e. a Phase I decision would have been expected on 14 November). The EC Press Office has confirmed that any remedies (if submitted) would have been reflected in the public case file. As there are no references to any remedies there, no remedies have thus been submitted. We have confirmed that SYNGENTA AND CHEMCHINA ARE NO LONGER ABLE TO SUBMIT REMEDIES IN PHASE I.

A state-of-play meeting (alleged to have taken place on 14 October) does not necessarily indicate that there are significant issues with the transaction and can be requested by the merging parties to demonstrate to the EC in detail that there are no significant competition overlaps, and still receive Phase I approval. Nevertheless, we find it surprising that after such lengthy pre-notification discussions (deal was announced on 13 November 2015 and the EC filing was only formally submitted on 23 September 2016), a state-of-play meeting was still requested by the parties to make their case to the EU and yet no remedy package was formally filed.

The EC may extend the review period with the agreement of the notifying parties at any time post-filing and any extension on this basis cannot exceed 20 working days (i.e. a further 20 business day extension from the 28 October decision date would be 30 November accounting for EC holidays). Nevertheless, no remedies can be submitted to the EC despite this extension, during Phase I.

The ACCC have also announced today that “the former proposed decision date of 27 October 2016 delayed at the request of the merger parties so that they can provide more information to the ACCC. A new proposed decision date will be published in due course.” This is a VOLUNTARY suspension of the timeline.

Another possible explanation would be that the parties are working with the EC and the other regulators to offer a global remedy packaged for the deal which explains the lack of remedies offered to date. We await the update from Syngenta when they announce their Q3 earnings tomorrow morning. 

Clearly, the initial share price reaction was overdone for a Phase I to a potential Phase II extension, and now the spread is back to pre-CFIUS levels, but supporters of any “conspiracy theory” will find comfort in this news. Clearly, it is becoming increasingly difficult to find much comfort at this time given the information vacuum and traditional worries about a Chinese buyer.