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Murdoch’s Time Warner Grab Puts M&A Regulators on Notice

July 16 (Bloomberg) -- Robert Wright, former chief executive officer of NBC Universal Inc., talks about the bid by Rupert Murdoch's Twenty-First Century Fox Inc. for Time Warner Inc. and reports that General Electric Co. is in talks with potential acquirers about selling its century-old household appliances business. He speaks with Pimm Fox on Bloomberg Television's "Taking Stock." (Source: Bloomberg)

Rupert Murdoch, already a polarizing media baron, is picking a new fight, this time in Washington.

Murdoch’s $75 billion proposal to acquire Time Warner Inc. (TWX) would give his 21st Century Fox Inc. (FOXA) control over a vast swath of what consumers see on TV, from HBO’s bloody “Game of Thrones” to America’s top-rated comedy, “The Big Bang Theory.” Fox-owned networks would account for 20 percent of the $85-a-month average U.S. cable bill, about double the current amount, according to Bloomberg Industries estimates.

The unsolicited bid is certain to fuel concern among antitrust regulators and lawmakers already grappling with rapid consolidation in TV, with Comcast Corp. (CMCSA)’s planned acquisition of Time Warner Cable Inc. (TWC) and AT&T Inc. (T)’s $48.5 billion offer for DirecTV. Fox could gain more clout to extract price increases for films and TV shows, pressuring other programmers to merge. For consumers, the result may be fewer choices and higher bills.

“Presumably, Fox wants to do this deal to gain greater negotiating leverage with cable operators, and that’s exactly what antitrust regulators would be worried about,” said Claudia Higgins, an antitrust lawyer at Kaye Scholer LLP in Washington. “That can lead to higher prices for consumers.”

Photographer: Scott Eells/Bloomberg

Rupert Murdoch, chairman of 21st Century Fox Inc. Close

Rupert Murdoch, chairman of 21st Century Fox Inc.

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Photographer: Scott Eells/Bloomberg

Rupert Murdoch, chairman of 21st Century Fox Inc.

Fox and its advisers would tell regulators that a deal for New York-based Time Warner should be allowed to go through, given the mergers in the cable industry, a person familiar with the matter said yesterday. Fox, also based in New York, would sell CNN to appease antitrust regulators who may be concerned about overlap with Fox News, the person said.

Studio Clout

That may not be enough. Ownership of two leading film studios may also become a focus of antitrust regulators, said Amanda Wait, a lawyer at Hunton & Williams LLP in Washington.

Fox and Warner Bros. are ranked No. 1 and No. 2 this year, with a combined 37 percent of the U.S. and Canadian box office, according to researcher Box Office Mojo. Armed with a larger share of ticket sales, Murdoch would have more muscle than competitors in negotiating with theater owners over matters such as revenue splits.

In talks with cable and satellite-TV providers, Fox would gain leverage to sell more bundles of programming, forcing consumers to pay for channels they don’t want. Murdoch would have control of the most-watched cable-news channel, Fox News, and the leading premium channel, HBO, along with FX.

“If you have a large media conglomerate you’d see a lot more bundling and a lot less ability for consumers to choose the exact programming they feel like paying for,” said John Bergmayer, senior staff attorney at Public Knowledge.

Regulators’ Options

Nathaniel Brown, a spokesman for Fox, declined to comment.

Owning Time Warner would also take a competitor for sports rights out of the ballgame. Time Warner’s Turner Broadcasting, which operates TNT and TBS, bids for live sports in competition with the recently launched Fox Sports 1.

Regulators can seek conditions on deals to protect consumers. The Justice Department won concessions in Comcast’s acquisition of NBCUniversal in 2011, requiring that NBC shows be available on fair terms to pay-TV rivals such as Dish Network Corp. and DirecTV.

The Federal Trade Commission restructured Time Warner’s acquisition of Turner Broadcasting in 1996 after it said the deal would raise cable prices for consumers and reduce programming choices.

‘Gargantuan Monolith’

Time Warner surged 17 percent yesterday after saying it rejected the Fox bid. The shares rose 3.5 percent to $86.07 at 10:19 a.m. in New York today. Fox increased 0.5 percent to $33.15, after declining 6.2 percent yesterday. Murdoch is willing to increase his offer, people familiar with the matter said.

Based on yesterday’s closing prices, the two companies have a combined market value of $148.3 billion. By comparison, Walt Disney Co. (DIS) is valued at $147.8 billion, and Philadelphia-based Comcast, owner of NBC and the largest U.S. cable system, is worth $143 billion and is seeking to buy Time Warner Cable for $45.2 billion.

A merger between Time Warner and 21st Century Fox would create a “very powerful” company and raise antitrust concerns, Senate Commerce Committee Chairman Jay Rockefeller, a Democrat from West Virginia, said yesterday in an interview.

“In every subject on this committee -- railroads, aviation, you name it -- consolidation has generally meant less choice, less opportunity, higher prices and a whole nest of bad problems,” Rockefeller said. The deal “would be a gargantuan, monolithic item” to review.

To contact the reporters on this story: Christopher Palmeri in Los Angeles at cpalmeri1@bloomberg.net; David McLaughlin in Washington at dmclaughlin9@bloomberg.net

To contact the editors responsible for this story: Sara Forden at sforden@bloomberg.net; Anthony Palazzo at apalazzo@bloomberg.net Anthony Palazzo

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