Approving AT&T's buy of Time Warner by requiring divestiture of Turner or DirecTV, as proposed by DOJ (see 1804300020), "would destroy the very consumer value this merger is designed to unlock," AT&T/TW said in a docket 17-2511 trial brief (in Pacer) Thursday. Thursday was the deadline for the sides to file findings of fact and law. Justice filed a series of sealed documents. AT&T/TW said taking DirecTV out of the deal would eliminate the price decreases predicted for DirecTV subscribers. and divesting Turner would eliminate the content innovations and advertising benefits that will put downward pressure on Turner's prices. The companies said the record doesn't support imposing any remedies. Arguing DOJ hadn't met its burden of proof, the companies said "the government’s theories disintegrated upon first contact with real-world events, testimony, and data" in large part because it's difficult to prove any vertical merger is a harm to competition. They said given the increased competition from Amazon, Apple, Facebook, Google and Netflix, combining with AT&T will give TW a route to what those entities have -- direct customer relationships and customer data. The companies said they "have not abandoned" a selective enforcement defense, and said trial evidence pointed to different government treatment of comparable vertical mergers. They said "it was impractical" without discovery to press the issue at trial. U.S. District Judge Richard Leon of Washington earlier rejected an AT&T request for White House-DOJ communications about AT&T/TW (see 1802200040).

Groupon acquired U.K.-based software company Cloud Savings Co. for $65 million, the Chicago-based e-commerce platform announced Tuesday. Cloud Savings owns European online discount code platform Vouchercloud and digital gift platform Giftcloud.

U.S. District Judge Richard Leon of Washington denied a DirecTV motion to have it dismissed as a defendant in DOJ's antitrust litigation seeking to block AT&T's buy of Time Warner (see 1804170031), according to a court minutes notation Friday in docket 17-cv-02511-RJL.

Citing the higher cash offer from Comcast (see 1804250026), Sky's independent committee withdrew its recommendation of the Fox takeover offer and terminated the cooperation agreement with Fox, it said Wednesday. It said Comcast's voluntary commitments for Sky News "should comprehensively address any potential public interest concerns." Fox said it "remains committed to its recommended cash offer for Sky ... and is currently considering its options."

Comcast, if allowed to buy Sky, would maintain Sky News spending for 10 years at a level equal to Sky's FY 2017, set up a Sky News board to maintain its editorial independence for 10 years, keep Sky News' U.K. headquarters for five years and not buy a majority interest in U.K. newspapers for five years. Those are the commitments Comcast made as it said Wednesday it made a $31 billion cash takeover offer. In Comcast's Q1 earnings call, CEO Brian Roberts said the Sky deal will boost Comcast’s strategy of vertical integration of distribution and content while bringing “new and attractive geographies” in an internationalization of NBCUniversal. The 52 million combined customer base of the two companies will allow more investment in programming and technology, Roberts said. The bid signals Comcast belief "the required scale for next-gen media will be enormous," MoffettNathanson analyst Craig Moffett wrote investors. He said the cable business is slowing, but instead of generating cash for investors, cash flows are being "diverted to a high-risk gambit for massive scale in Media." Roberts disputed that. He said Comcast doesn't see Sky as a necessity but was opportunistic because the company became available. He said international isn't a broad strategy for Comcast but Sky fits into its existing vertical strategy, with the added benefit of geographic diversity. Comcast's bid for Sky is seen by many not facing as much regulatory difficulty as Fox's pending bid has (see 1802270011). Comcast said Q1 had revenue of $22.79 billion, up 10.7 percent. It ended the quarter with 21.2 million residential video customers, down 93,000; 24.2 million resident broadband customers, up 351,000; and 10.2 million residential voice customers, down 70,000. Roberts said the video subscriber losses were partly due to increasing competition from virtual MVPDs. He said Xfinity Mobile ended the quarter with 577,000 customer lines. Chief Financial Officer Mike Cavanagh said Comcast sees continued broadband growth due to new home construction in its footprint, to the company expanding its network within its footprint, and from market share gains. Comcast closed at $34.26, up 2.7 percent.

Satellite company Globalstar and fiber company FiberLight -- both headed by the same person -- will combine in a $1.65 billion Globalstar stock deal, Globalstar said Wednesday. Globalstar CEO and Chairman Jay Monroe -- also founder and controlling shareholder of holding company Thermo Acquisitions, which includes FiberLight among its holdings -- said the deal combines "strategic assets that are critical" to next-generation networks. Thermo Cos. will be formed combining Globalstar with Thermo Acquisitions assets FiberLight, 15.5 million shares of CenturyLink common stock, $100 million in cash and minority investments and $25 million in other assets. Globalstar said the deal is expected to close in Q3 and has been OK'd by its board. It said Thermo Cos. revenue will come from sources including satellite and FiberLight operations and "leasing or other monetization" of spectrum. It said the combination will better enable it to monetize its 2.4 GHz of terrestrial spectrum and to take part in terrestrial deployments of its bands. Monroe would have 83 to 87 percent of the new company, up from 58 percent of Globalstar today. The deal requires approval by Globalstar and FiberLight lenders and by Globalstar shareholders, it said. FiberLight and Globalstar have FCC licenses, according to the commission. The agency didn't comment on a possible merger review. In an investor presentation filed with the SEC, Globalstar said a sister company under New Thermo, Global SpectrumCo., will focus on residential, industrial and enterprise offerings employing the S-band, and also look into 5G opportunities for its spectrum holdings in the L- and C-bands.

Sinclair is filing a new amendment to its application to purchase Tribune and Tuesday announced plans to divest 23 stations in 18 markets to Standard Media, Howard Stirk Holdings, Meredith Corp. and Cunningham Broadcasting, along with “another party to be announced.” Sinclair would hold on to WPIX-TV New York but will divest additional stations in Denver, Sacramento, Cleveland, Dallas, Houston and Miami, said a memo sent to employees Tuesday by Tribune CEO Peter Kern. The amendments weren't yet available on the FCC database. “While we continue to believe that we had a strong and supportable rationale for not having to divest stations, we are happy to announce this significant step forward in our plan,” said Sinclair CEO Chris Ripley in its release. “The actions outlined in today’s filing are designed to bring our proposed merger into compliance with the FCC’s broadcast ownership rules and pave the way for regulatory approval,” Kern said. Although opponents have faulted Sinclair for failure to specify divestiture plans, Tuesday’s release lays out specific buyers for most of the divested stations. Standard Media will purchase nine, Howard Stirk the three that will be run by Sinclair through joint sales agreements, Meredith and WGN-TV will purchase one each, and Cunningham two. Standard is purchasing its nine stations for $441 million, said an emailed release, while Meredith said it was purchasing KPLR-TV St. Louis for $65 million. Sinclair identifies seven stations as being sold to sellers that haven’t been determined. Broadcast attorneys speculate Sinclair might seek to close its deal quickly after oral argument in FCC defense of the restoration of the UHF discount appeared to go against the agency (see 1804240072). It’s expected that if the FCC approves of Sinclair’s modifications, the amended application will be issued for comment, industry officials told us. Sinclair and the FCC declined to comment.

An FCC loss in its court battle defending the restoration of the UHF discount could cause local broadcast dealmaking to “grind to a halt,” Barclays Capital emailed investors Monday. The three-judge panel hearing oral argument at the U.S. Court of Appeals for the D.C. Circuit Friday didn't appear to agree with the FCC’s position (see 1804200059). The analysts described an FCC loss as a “monkey wrench in local broadcast" mergers and acquisitions and said the agency’s case appeared to be on “shaky ground.” Since M&A “is one of the last remaining sources of support for local broadcasters, this ruling could have significant repercussions over time,” the analysts said.

The House Digital Commerce Subcommittee plans a Thursday hearing on the Committee on Foreign Investment in the United States, the broad executive branch group that reviews the national security implications of foreign takeovers of U.S.-located companies of all types, and proposed legislation to update the CFIUS review process. The Foreign Investment Risk Review and Modernization Act (HR-4311/S-2098) would expand CFIUS purview to include reviews of non-passive foreign investment in a U.S. “critical technology company” or U.S. “critical infrastructure company.” House Digital Commerce Chairman Bob Latta, R-Ohio, said he's looking “forward to examining CFIUS’s review process and making sure the committee has the tools it needs to prevent bad actors from doing us harm as well as encourage economic growth.” The hearing at 10:15 a.m. is in 2322 Rayburn. The House Communications Subcommittee plans a hearing “in the coming weeks to examine related CFIUS, telecommunications, and supply-chain issues.” President Donald Trump issued an order in March barring Broadcom’s takeover bid for Qualcomm in response to CFIUS finding “China would likely compete robustly to fill any void left by Qualcomm [in 5G development] as a result of this hostile takeover” (see 1803090061 and 1803120060 or 1803120061). FCC Commissioner Mike O'Rielly and DOJ officials have urged Congress to formalize the role of Team Telecom -- DOJ, DOD and the Department of Homeland Security -- in reviewing proposed foreign takeovers of U.S. telecom and internet firms and assets (see 1711080040 and 1711130028).

Disney's proposed buy of Fox's nonbroadcast assets got a DOJ second request for information March 5, the companies said in a draft proxy vote filing to the SEC Wednesday. The companies said Disney might have to pay a termination fee of $2.5 billion if the deal isn't consummated because it doesn't receive regulatory approvals or is blocked on antitrust grounds. They said completion is conditioned on FCC consent "if required," plus regulatory approvals from the EU, Australia, Brazil, Canada, China, India, Israel, Japan, Mexico, the Russian Federation, South Africa, South Korea, Taiwan, Turkey and the U.K. "if required." The deal would boost the buyer's ability to do direct-to-consumer (DTC) offerings and its IP portfolio and output capability, Disney's board said. The board said the transaction would speed up its DTC strategy via Fox's content and capabilities and as a result of having a controlling stake in Hulu. Disney said Fox received an unsolicited offer from an unnamed second company after news of Disney/Fox deal broke in November, but Fox's board decided a deal with that company posed "a qualitatively higher level of regulatory risk, including the possibility of an outright prohibition, than such a transaction with Disney." Disney/Fox is seen facing an uncertain reception from DOJ but the FCC likely won't play a role (see 1712130010). Comcast bid for Sky, which 21st Century Fox owns much of, and the cable operator has been named as a possible buyer of all of Fox (see 1802270011).