Senior District Judge Richard Leon of the U.S. District for the District of Columbia has eliminated the waiting period for AT&T, Inc., and Time Warner, Inc., to close their merger in the wake of his ruling yesterday rejecting the Justice Department’s effort block the transaction on antitrust grounds (TR Daily, July 13), in light of an agreement between the Justice Department and the merger partners.
The waiting period was a provision of the case management order in the proceeding.
The Justice Department joined AT&T and TWI in a filing today seeking the removal of the waiting-period provision in light of commitments from AT&T to “manage the Turner networks as part of a separate business unit, distinct from the operations of AT&T Communications, which includes AT&T’s DIRECTV and U-verse businesses.”
AT&T also committed that “AT&T Communications will have no role in setting Turner’s prices or other terms to unaffiliated distributors, and Turner will not consult with AT&T Communications in setting Turner prices or other terms for programming provided to unaffiliated video distributors.”
AT&T committed that “[t]arget compensation levels and benefits for Turner personnel will remain largely unchanged, as will the number of Turner employees.”
Finally, it said that it would “implement a firewall between Turner and AT&T Communications to prevent the transmission or exchange, either directly or indirectly, of competitively sensitive information of unaffiliated programmers or distributors. For the purposes of the foregoing,” it said, “‘competitively sensitive information’ means any non-public information relating to contract terms, pricing, or negotiations.”
AT&T said the commitments would remain in force “until the earlier of February 28, 2019 or the conclusion of this case or any appeal by the Department of Justice.”
In light of those commitments, the Justice Department agreed to forego its option to seek a stay pending appeal or to object to the removal of the waiting-period provision so that the merger can close “as soon as possible, including later this week,” AT&T said in a letter to the Justice Department filed with the court along with the joint motion to eliminate the waiting-period provision. —Lynn Stanton, [email protected]
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