AT&T, Comcast
One Step Closer to Merger

The two companies meet one of the last conditions of the merger, successfully completing a debt exchange offer. All that remains is FCC approval.

by Thor Olavsrud of internetnews.com [November 12, 2002]

AT&T (NYSE: T) and Comcast (Nasdaq: CMCSA) Monday overcame one of the last remaining hurdles to the merger of AT&T Broadband with Comcast when they completed an exchange of $11.8 billion in AT&T bonds for AT&T Comcast notes.

The two companies said an aggregate of about $8.5 billion of notes were tendered, and about $8.2 billion of notes were accepted in the exchange offer. The merger conditions required 66 2/3 percent note consent, and the companies said consent actually reached about 90 percent.

"Today we have taken a significant step toward spinning off AT&T Broadband, merging it with Comcast, and creating one of the leading broadband communications, media and entertainment companies in the world," said C. Michael Armstrong, chairman and CEO of AT&T.

All that remains in the path of the merger is Federal Communications Commission approval. On Friday, consumer groups urged FCC officials to delay final approval of the merger, arguing that the merged company would sharply limit consumer choice for Internet access and television viewing. The merged company, with 22.3 million subscribers, would have twice the subscribers of its nearest competitor, AOL Time Warner.

The groupswhich include the Consumer Federation of America, the Center for Digital Democracy, the Media Access Project and Consumers Union—sought the delay in order to challenge a ruling made by the FCC Wednesday. In that ruling, the FCC declined to force the two companies to require disclosure of a confidential deal they reached with AOL Time Warner in August.

Both the consumer groups and ISP Earthlink argued in favor of disclosure, saying that the two companies had used the market power of the merged company to force AOL into concessions in order to place the broadband version of AOL's service on AT&T Comcast's network.

The FCC did not comment on the delay request.

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