FCC Restarts ‘Shot Clock' On AT&T-T-Mobile Merger Review

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The Federal Communications Commission Aug. 26 restarted its informal 180-day “shot clock” on its review of AT&T Inc.'s proposed $39 billion acquisition of T-Mobile USA. The FCC's Wireless Telecommunications Bureau halted its shot clock last month to allow AT&T to file a new engineering and economic analysis to justify the takeover.

In a letter Aug. 26, Wireless Bureau Chief Rick Kaplan confirmed that AT&T has submitted the models, with updates and answers to a set of questions from the FCC. In the new filings, AT&T has said that its merger simulations predict that “industry output will rise and [the] average price adjusted for quality will fall as a result of the transaction.” Overall, AT&T predicts that the “proposed transaction will relieve significant capacity constraints faced by both companies and lead to improved service quality and expanded output of wireless service, among other public benefits.”

Much of the actual data AT&T has filed with the FCC, however, is listed as confidential, and parts of letters accompanying the filings are also redacted.

“We have now received AT&T's answers to our specific questions as well as AT&T's confirmation that it believes our record is complete with respect to the models,” Kaplan said in the letter. “Our understanding is that, unless specifically prompted by a request from the commission or the Department of Justice, AT&T will not be submitting any further revisions to the models. Based on this understanding, we are restarting the informal clock effective today.”

August 26 marks Day 83 under the FCC's shot clock.

Companies Welcome Announcement.

AT&T welcomed the news, saying in a statement that the company now hopes the FCC will move expeditiously to complete its review.

“The engineering and economic models we have provided the Commission confirm the extensive capacity gains and corresponding consumer benefits that the combination of AT&T's and T-Mobile's complementary assets will produce,” said Bob Quinn, AT&T's senior vice president-federal regulatory in an e-mailed statement. “Once approved, this merger will unleash billions of dollars in badly needed investment and will create many thousands of well-paying jobs.”

Tom Sugrue, T-Mobile's senior vice president for government affairs, also praised the decision.

“There is now an even stronger record before the commission that supports prompt approval of our transaction and we would urge the FCC to act quickly to approve it,” he said. “As the parties have shown, approval of the transaction will produce important public interest benefits including increasing mobile broadband deployment, spurring innovation and job growth.”

Review of Shot Clock.

The FCC's 180-day shot clock was instituted in 2000 but has seldom been adhered to for major industry deals. Based on a number of estimates, over the past 10 years, the FCC has taken, on average, 320 days to complete major merger reviews.

The FCC narrowly missed the 180-day threshold for its review of the Sprint-Nextel merger, but required 505 days to vet the proposed merger between XM and Sirius and 429 days to finalize Comcast Corp.'s and Time Warner's acquisition of Adelphia Communications' cable assets. More recently, the FCC's review of the $30 billion merger between Comcast and NBC Universal lasted 355 days, which included a stoppage of its 180-day shot clock.

The commission originally established the shot clock to appease critics in Congress. Following the passage of the Telecommunications Act of 1996, a series of merger reviews by the FCC—its review of the SBC-Ameritech merger, which lasted 439 days, and its review of the Bell Atlantic-GTE merger, which lasted 623 days, among others—elicited proposals to either establish a new, fixed, 60-day review timetable or eliminate the agency's merger review authority altogether.

AT&T needs approval from the FCC, which decides whether deals are in the public interest, and the Justice Department, which examines whether mergers violate antitrust law.

 

By Paul Barbagallo

For the letter, visit http://transition.fcc.gov/Daily_Releases/Daily_Business/2011/db0826/DOC-309294A1.pdf .