AT&T and DirecTV gave themselves a little more time to win approval of their deal from the Department of Justice and FCC, said an SEC filing the companies made Monday. The prospective partners "elected to further extend the 'Termination Date' of the Merger Agreement for a short period of time to facilitate obtaining final regulatory approval required to close the merger," it said. "AT&T expects that the merger will be consummated shortly." The filing didn't specify the old or new termination dates, and an AT&T spokeswoman repeated to us that the company expects to close shortly. AT&T/DirecTV appears to be getting closer to winning approval but the review could extend past the July 4 holiday, industry attorneys and analysts told us Monday (see 1506290061). New Street Research analysts said they believe the FCC could approve the transaction the week of July 6 but that they think "the odds favor the week of the 13th or the 20th." Separately Tuesday, AT&T reached an interconnection deal with GTT (see 1506300048).
Charter Communications was a frequent suitor for Time Warner Cable before Comcast seemingly trumped it, making acquisition offers three separate times between July 2013 and January 2014, and being rejected each time by TWC's board as being inadequate. That's according to the background of Charter's buying Bright House Networks and TWC included in the preliminary Charter and TWC shareholder proxy vote materials filed Friday with the SEC. Starting in early 2014, Charter began separate negotiations on the acquisition of BHN that ran through the year and into spring 2015, while the Comcast/TWC acquisition was falling apart in the face of FCC concerns about the deal, the proxy materials said. After TWC and Comcast mutually agreed to terminate the deal, Charter CEO Tom Rutledge talked with TWC CEO Robert Marcus about once again looking at a sale, with the two meeting days later at NCTA's annual INTX: the Internet and Television Expo, with Rutledge presenting an offer approved by Charter's board a day earlier of roughly $172.50 per share. That day, an unidentified company also contacted TWC about a possible offer of $180 to $200 per share. That company ultimately told TWC it wouldn't be able to make a formal bid within the time frame TWC specified. The next day, Charter increased its cash-and-stock offer to roughly $195.71 per TWC share. Two days later, May 23, TWC's board unanimously approved the Charter deal.
Correction: A declaratory ruling allows Pandora to acquire a station even though it couldn't prove it had less than 25 percent foreign ownership, and requires it to seek FCC approval to go over 49 percent foreign ownership (see 1506020035).
The FCC Media Bureau granted Pandora's application to purchase KXMZ(FM) Box Elder, South Dakota, from Connoisseur Media over the objections of the American Society of Composers, Authors and Publishers (ASCAP), an order issued Tuesday said. The decision in Pandora’s favor has been expected since the commission issued a declaratory ruling allowing the deal to go forward without requiring Pandora to establish that it doesn’t have majority foreign ownership, said Wilkinson Barker broadcast attorney David Oxenford, who represents seller Connoisseur Media. Though ASCAP had filed a petition to deny the application, the Media Bureau said it didn’t have the standing to do so. ASCAP’s standing argument is “too attenuated and speculative to demonstrate that ASCAP has suffered or will suffer an actual or imminent injury-in-fact as a result of the KXMZ(FM) transaction,” the order said. The Media Bureau instead treated ASCAP’s arguments as an informal objection, which was also rejected. “We find that ASCAP fails to establish a substantial and material question of fact that grant of the Application would be inconsistent with the public interest,” the order said. ASCAP has the option of filing a petition for reconsideration of the bureau-level decision, but it’s not clear if it will do so, an attorney familiar with the matter said. ASCAP didn't respond to a request for comment. The purchase of KXMZ is intended to allow Pandora to qualify for music rights at the same rates enjoyed by broadcasters, Pandora has said. To fulfill that part of its plan, Pandora will have to argue the matter before the Radio Music License Committee, copyright attorneys have told us.
Intel said it's buying semiconductor company Altera in an all-cash deal valued at roughly $16.7 billion. The acquisition will couple Intel’s Xeon processors and manufacturing process with Altera’s field-programmable gate array technology to create new classes of products for the IoT and data center market segments, said the companies. The buy will enable next-generation products to do more at a lower cost, said Intel CEO Brian Krzanich. Altera will become an Intel business unit, and Intel plans to continue support and development for Altera’s ARM-based and power management product lines, the companies said.
AOL had at least three other potential suitors before agreeing to be bought by Verizon, AOL said in a 14D-9 filing Tuesday at the SEC, without naming the three. Verizon’s pursuit of AOL started last summer, when Verizon CEO Lowell McAdam first met with AOL CEO Tim Armstrong to discuss “ongoing and emerging trends in their respective industries,” the filing said. On March 15, Verizon made a more formal offer to buy a majority of AOL, which Armstrong took to his board four days later, AOL said. Discussions continued with a second potential suitor in April, the filing disclosed. It said AOL has considered selling off some assets. Armstrong is slated to get an incentive award of 1.5 percent of the company’s market value at the time of the deal's completion, which would translate to $59 million at the current $3.9 billion value, the filing said. Armstrong also holds options and shares that would bring him $179 million or more. The deal was unveiled two weeks ago (see 1505120019).
A merger of T-Mobile US and Dish Network would make a lot of sense (see 1505210046) for both, Recon Analytics analyst Roger Entner told us. “T-Mobile and Dish would be perfect partners,” Entner said. “T-Mobile has an increasing customer base that is using up more of its spectrum. Dish needs access to a network as it is facing the slow arrival of linear television to provide on-demand video services. Dish has almost as much spectrum as T-Mobile, including the much touted low-frequency spectrum but has not built a mobile network and hence has no mobile customers. It is unlikely that such a combination would raise significant concerns at the FCC and FTC as it would utilize spectrum that is currently warehoused.” A partnership between the two “would create a market solution to what the parties are currently trying to achieve through regulatory intervention,” Enter said. “The combined entity might bump against the spectrum screen in some markets and would have to divest spectrum,” he said. Even after divestiture, the combined company would have the second most spectrum in the U.S. after Sprint, ahead of Verizon and AT&T, he said.
RadioShack agreed to limit the sale of consumers’ personally identifiable information, Missouri Attorney General Chris Koster said in a news release. Wednesday's settlement announcement came after General Wireless obtained approval from the bankruptcy court that day to buy RadioShack’s entire e-commerce business, intellectual property and remaining assets, the release said. U.S. Bankruptcy Judge Brendan Shannon ruled that of the 117 million customer files, no more than 67 million will be transferred. The remaining data will be destroyed, the release said. General Wireless will “not gain access to the most sensitive personally identifiable information, including credit or debit card information, social security numbers, telephone numbers or dates of birth,” the release said. General Wireless will have email addresses provided to RadioShack by customers in the past two years, but RadioShack will give customers the ability to opt out before their email address is shared with the new owner. Physical address information also will be transferred to General Wireless, and consumers can restrict the use of the information, it said. The settlement is the result of mediation in RadioShack’s federal bankruptcy proceeding, the release said, and Texas Attorney General Ken Paxton called it a “victory for consumer privacy nationwide.” Thirty-eight states joined together in this case to safeguard sensitive, personally identifiable information, Paxton said. “Consumers should be able to rely upon a company’s promise that their personal information will never be sold,” Koster said. “RadioShack has agreed to limit the sale of customers’ data, and provide additional protection for consumers to prevent the unexpected sale of their information,” he said. “RadioShack customers should be on the alert for information from RadioShack on how to opt out of having their data transferred,” Koster said, adding his office will make the information available on its website, too. As part of the settlement, General Wireless is prohibited from selling or sharing this customer data with any other entity, including its new business partner for phone sales, Sprint, the release said. The FTC had urged the court to protect personal data (see 1505180043).
Pandora’s acquisition of Next Big Sound will give it “a powerful analytics tool used by tens of thousands of music makers, labels and marketers looking for data and insights about artists and their fans,” Pandora said in a Tuesday announcement. Terms weren’t disclosed. “The combination of Pandora’s listening data and Next Big Sound’s analytical capabilities will create a vital source of data,” said Pandora CEO Brian McAndrews. Next Big Sound’s offering will be “enhanced through the addition of Pandora’s data on music preferences, patterns and trends,” Pandora said. “The acquisition will also benefit brands that advertise with Pandora by delivering access to insights that can help them identify artists to partner with and measure the reach and impact they achieve through those partnerships.”
Canadian brand investment company Serruya Private Equity (SPE) bought Tivoli Audio, Tivoli said Thursday. Tivoli will be the “flagship consumer electronics brand” for SPE, which built a business in the frozen yogurt market and also held long-term licenses for brands including Betty Crocker, Chipwich, Eskimo Pie, Godiva, Tropicana and Weight Watchers, the release said. Tivoli “exemplifies the relevance of thoughtful design,” said Michael Serruya, Serruya CEO, and now chairman of Tivoli. SPE plans to build on Tivoli Audio’s “iconic global” brand in the U.S., Europe and Asia and will increase market share by “supporting the development of great new products to be sold in more locations around the globe," said Serruya. Terms weren't disclosed. SPE didn't respond immediately to questions about Tivoli management or product and distribution plans.