Comcast, AT&T cable deal to create Net giant
By John Borland
Staff Writer, CNET News.com
update After months of corporate tire-kicking, AT&T Broadband, the biggest cable company in the United States, has decided to merge with original suitor Comcast.
The $72 billion deal will create a cable powerhouse, with more than 21 million subscribers and access to more than 30 million households. That reach will help the new company take on the local telephone companies with renewed vigor in offering both telephone and high-speed Internet services over cable wires.
But it may also help further confuse the fragmented cable broadband Internet business, in which millions of Excite@Home subscribers are being shunted separately to AT&T Broadband and Comcast. The two companies had separately been building networks to replace Excite@Home's systems.
Whatever the outcome, it will almost certainly cement the new company--to be called AT&T Comcast--at the top of a telecommunications food chain that has seen considerable flux as numerous companies have shuttered or merged.
"This is a leap forward in realizing a vision that thousands of AT&T people have worked toward," said AT&T CEO C. Michael Armstrong in a statement released late Wednesday. "AT&T Broadband and Comcast can accomplish more together than we could alone."
The deal closes another chapter in Armstrong's efforts to reshape the cable, telephone and broadband Internet landscape during the past few years.
Armstrong re-created AT&T as the biggest cable company in the country with back-to-back buys of Tele-Communications Inc. and MediaOne. But the debt he amassed in spending more than $100 billion on the two companies finally helped to destabilize the phone giant, ultimately prompting a break-up plan that would have split the telephone, cable and wireless phone businesses into separate companies.
Wednesday's deal modifies that plan. The wireless business has already been spun off as an independent, publicly traded company. The cable business will now be merged with Comcast, although AT&T shareholders will control 56 percent of the stock and have a 66 percent voting interest in the combined entity.
Armstrong will be chairman of the new cable behemoth, while Comcast CEO Brian Roberts will be the new company's CEO.
That leaves the final pieces of AT&T--business services and consumer telephone divisions--hanging. The company has previously said the consumer division will still be spun off as its own tracking stock, but many analysts speculate that a Baby Bell might eventually buy the business services division or both. The company held merger talks with telephone companies including BellSouth earlier this year.
Comcast first bid for AT&T this summer, offering about $44 billion for the assets. At the time, AT&T dismissed the bid as too low and invited other bids.
Those bids took considerable time to evolve, and ultimately AOL Time Warner and Cox were in the running. But at a meeting Wednesday, AT&T's board of directors unanimously decided to accept a revised Comcast offer.
The purchase price had been improved for several reasons, Roberts said in an interview on CNBC. The new deal now includes AT&T's 25 percent stake in AOL Time Warner. But AT&T Broadband has also done a better job of bringing its financial margins closer to the industry standard, he said.
AT&T Broadband, which inherited outdated infrastructure from TCI, has historically seen low margins and low subscription rates for its advanced services such as digital cable and Internet service. It has focused heavily on improving its aging network for the last several years.
Roberts pinpointed several reasons why Comcast was so intent on the buy, painting a picture of a company evolving well beyond its cable roots.
AT&T has spent considerable time building up its ability to offer telephone service over the cable network; the original reason Armstrong was interested in the cable business was in order to compete with the local phone companies' dominant networks.
With a reach of 30 million households, AT&T Comcast can bring its own local phone service to a level that can compete with the powerful local phone companies, Roberts said.
"We are particularly excited about the telephony prospects," Roberts said. "The size of our telephony footprint, combined with AT&T's expertise and leadership in the telephony space, will enable us to accelerate the deployment of telephone services to many new markets."
AT&T's own cable telephony business has been modestly successful. As of the third quarter of 2001, the company had 924,000 customers, up from 324,000 the year before. The company drew quarterly revenues of about $104 million from the business that quarter.
The companies initially had little to say about the cable Internet business, which is in the greatest period of flux it has seen since its inception. Together they have about 2.2 million broadband subscribers.
AT&T Broadband is in the midst of relocating 850,000 Excite@Home subscribers to a parallel network that it built at fever pace during the past few months. That network draws on the resources that AT&T's cable business already had in hand, such as the cable lines themselves and network operations centers.
But it also uses network elements that belong to AT&T proper, such as a primary backbone for hauling data over long distances. Comcast, meanwhile, is in the process of creating its own new network for its Excite@Home customers, with plans to move customers early next year.
As the merger deal is unlikely to close until near the end of 2002, those two networks will have to be up and running for some period of time before they are merged. Executives predicted they would need about nine months of regulatory and shareholder scrutiny.
This is one issue that will likely be in the purview of a team appointed to deal with transition issues on both sides. That team will include Comcast Cable President Steven Burke, AT&T Chief Financial Officer Charles H. Noski, AT&T Broadband CEO William Schleyer and Comcast Executive Vice President Lawrence Smith.
In the background of the deal sits Microsoft, which agreed to turn the $5 billion in debt financing it gave AT&T Broadband several years ago into a simple equity stake in the new company. That was a key part of the deal, as AT&T's massive overhang of debt had been a sticky point. The merged companies will still retain about $23 billion in debt, executives said, but will have a considerably better debt-to-earnings ratio than AT&T Broadband itself.
Microsoft's huge investment in the cable giant has not given it much leverage in the past, however. AT&T Broadband originally did agree to try out Microsoft's interactive TV software, but ultimately switched emphasis to competitor Liberate Technologies' products. The cable company has not made final decisions about interactive TV plans, however.
By John Borland
Staff Writer, CNET News.com
update After months of corporate tire-kicking, AT&T Broadband, the biggest cable company in the United States, has decided to merge with original suitor Comcast.
The $72 billion deal will create a cable powerhouse, with more than 21 million subscribers and access to more than 30 million households. That reach will help the new company take on the local telephone companies with renewed vigor in offering both telephone and high-speed Internet services over cable wires.
But it may also help further confuse the fragmented cable broadband Internet business, in which millions of Excite@Home subscribers are being shunted separately to AT&T Broadband and Comcast. The two companies had separately been building networks to replace Excite@Home's systems.
Whatever the outcome, it will almost certainly cement the new company--to be called AT&T Comcast--at the top of a telecommunications food chain that has seen considerable flux as numerous companies have shuttered or merged.
"This is a leap forward in realizing a vision that thousands of AT&T people have worked toward," said AT&T CEO C. Michael Armstrong in a statement released late Wednesday. "AT&T Broadband and Comcast can accomplish more together than we could alone."
The deal closes another chapter in Armstrong's efforts to reshape the cable, telephone and broadband Internet landscape during the past few years.
Armstrong re-created AT&T as the biggest cable company in the country with back-to-back buys of Tele-Communications Inc. and MediaOne. But the debt he amassed in spending more than $100 billion on the two companies finally helped to destabilize the phone giant, ultimately prompting a break-up plan that would have split the telephone, cable and wireless phone businesses into separate companies.
Wednesday's deal modifies that plan. The wireless business has already been spun off as an independent, publicly traded company. The cable business will now be merged with Comcast, although AT&T shareholders will control 56 percent of the stock and have a 66 percent voting interest in the combined entity.
Armstrong will be chairman of the new cable behemoth, while Comcast CEO Brian Roberts will be the new company's CEO.
That leaves the final pieces of AT&T--business services and consumer telephone divisions--hanging. The company has previously said the consumer division will still be spun off as its own tracking stock, but many analysts speculate that a Baby Bell might eventually buy the business services division or both. The company held merger talks with telephone companies including BellSouth earlier this year.
Comcast first bid for AT&T this summer, offering about $44 billion for the assets. At the time, AT&T dismissed the bid as too low and invited other bids.
Those bids took considerable time to evolve, and ultimately AOL Time Warner and Cox were in the running. But at a meeting Wednesday, AT&T's board of directors unanimously decided to accept a revised Comcast offer.
The purchase price had been improved for several reasons, Roberts said in an interview on CNBC. The new deal now includes AT&T's 25 percent stake in AOL Time Warner. But AT&T Broadband has also done a better job of bringing its financial margins closer to the industry standard, he said.
AT&T Broadband, which inherited outdated infrastructure from TCI, has historically seen low margins and low subscription rates for its advanced services such as digital cable and Internet service. It has focused heavily on improving its aging network for the last several years.
Roberts pinpointed several reasons why Comcast was so intent on the buy, painting a picture of a company evolving well beyond its cable roots.
AT&T has spent considerable time building up its ability to offer telephone service over the cable network; the original reason Armstrong was interested in the cable business was in order to compete with the local phone companies' dominant networks.
With a reach of 30 million households, AT&T Comcast can bring its own local phone service to a level that can compete with the powerful local phone companies, Roberts said.
"We are particularly excited about the telephony prospects," Roberts said. "The size of our telephony footprint, combined with AT&T's expertise and leadership in the telephony space, will enable us to accelerate the deployment of telephone services to many new markets."
AT&T's own cable telephony business has been modestly successful. As of the third quarter of 2001, the company had 924,000 customers, up from 324,000 the year before. The company drew quarterly revenues of about $104 million from the business that quarter.
The companies initially had little to say about the cable Internet business, which is in the greatest period of flux it has seen since its inception. Together they have about 2.2 million broadband subscribers.
AT&T Broadband is in the midst of relocating 850,000 Excite@Home subscribers to a parallel network that it built at fever pace during the past few months. That network draws on the resources that AT&T's cable business already had in hand, such as the cable lines themselves and network operations centers.
But it also uses network elements that belong to AT&T proper, such as a primary backbone for hauling data over long distances. Comcast, meanwhile, is in the process of creating its own new network for its Excite@Home customers, with plans to move customers early next year.
As the merger deal is unlikely to close until near the end of 2002, those two networks will have to be up and running for some period of time before they are merged. Executives predicted they would need about nine months of regulatory and shareholder scrutiny.
This is one issue that will likely be in the purview of a team appointed to deal with transition issues on both sides. That team will include Comcast Cable President Steven Burke, AT&T Chief Financial Officer Charles H. Noski, AT&T Broadband CEO William Schleyer and Comcast Executive Vice President Lawrence Smith.
In the background of the deal sits Microsoft, which agreed to turn the $5 billion in debt financing it gave AT&T Broadband several years ago into a simple equity stake in the new company. That was a key part of the deal, as AT&T's massive overhang of debt had been a sticky point. The merged companies will still retain about $23 billion in debt, executives said, but will have a considerably better debt-to-earnings ratio than AT&T Broadband itself.
Microsoft's huge investment in the cable giant has not given it much leverage in the past, however. AT&T Broadband originally did agree to try out Microsoft's interactive TV software, but ultimately switched emphasis to competitor Liberate Technologies' products. The cable company has not made final decisions about interactive TV plans, however.