By Jessica Toonkel and Supantha Mukherjee
(Reuters) - Wall Street signaled skepticism on Monday that AT&T Inc would secure the government approvals needed to carry out its planned $85.4 billion acquisition of Time Warner Inc, with shares of both companies falling as analysts scrutinized the deal.
Time Warner shares were trading some 20 percent below the implied value of AT&T's $107.50 per share cash and stock offer, indicating investor doubts that the companies would be able to complete the transaction.
The deal, announced on Saturday, would give AT&T control of cable TV channels HBO and CNN, film studio Warner Bros and other coveted assets and reshape the media landscape.
Dallas-based AT&T said on Saturday it would need approval of the U.S. Justice Department and the companies were determining which Time Warner U.S. Federal Communications Commission licenses, if any, would need to transfer to AT&T. Any such transfers would require FCC approval.
AT&T Chief Executive Randall Stephenson said on Monday he expects government clearances for the deal because it is so-called vertical integration that will not eliminate a competitor, a situation that is viewed more favorably by antitrust enforcers.
"While regulators will often times have concerns with vertical integrations, those are always remedied by conditions imposed on the merger, so that's how we envision this one to play out," Stephenson told CNBC.
Despite its big media footprint, Time Warner has only one FCC-regulated broadcast station, WPCH-TV in Atlanta. Time Warner could sell the license to try to avoid a formal FCC review, several analysts said.
Shares of AT&T fell 2 percent to $36.76 and shares of Time Warner tumbled more than 2 percent to $87.25.
FOCUS ON APPROVALS
Wall Street analysts and traders on Monday expressed concerns about the implications of the antitrust and regulatory challenges.
The total value of broken deals is nearly $700 billion so far this year, a fact that has sidelined some investors.
"The regulatory environment has been unbelievable this year and I think everyone is on edge," said an arbitrage investor considering buying exposure to the deal who did not want to be identified because they were not authorized to speak to the press.
The biggest deals to fall apart in 2016 include Office Depot–Staples, Baker Hughes–Halliburton, Allergan–Pfizer and Norfolk Southern–Canadian Pacific Railways. Many of the deals drew objections from the Department of Justice and U.S. Treasury.
"We are unprepared at this point to assign anything higher than a 50/50 probability of deal approval," wrote MoffettNathanson Research in a report, downgrading Time Warner to "neutral" but raising its target price by $8 to $100.
The deal, announced just over two weeks before the Nov. 8 U.S. election, was also generating skepticism among both Republicans and Democrats.
Other analysts were unnerved by the massive $170 billion debt balance the combined company may hold after the deal closes and some questioned the rationale for the combination.
Analysts at Cowen & Co said it was a "struggle" to understand why the acquisition makes sense.
"If it is simply differentiated content AT&T is interested in we don’t understand why this couldn’t have been solved by some form of partnership,” the firm wrote in a note to downgrade the company's investment rating to "market perform" from "outperform."
Analysts at Moody's, which put AT&T on review for a downgrade after the acquisition was announced, said regulators could include conditions that limit the wireless provider's ability to use Time Warner content as a competitive advantage, ultimately undermining its objective to differentiate its mobile and pay TV platforms with exclusive content.
(Additional reporting by Malathi Nayak and Carl O'Donnell in New York; Editing by Nick Zieminski and Meredith Mazzilli)