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Sorry, Sprint, Cellular South and all the other members of the Rural Cellular Association. The odds of successfully blocking AT&T’s acquisition of T-Mobile USA are about as likely as Apple making iOS open source. And that, as we all know, is never going to happen.
I recently spoke with Chris Nicoll, a research fellow at Yankee Group; Frost & Sullivan analyst Brent Iadarola; and Carri Bennet, who heads her own law firm and serves as general counsel for the Rural Telecommunications Group (RTG), which wants the FCC and Justice Department to block the deal. I also interviewed a communications law attorney in Washington, D.C., who asked not to be quoted, since he represents some of the smaller carriers concerned about the deal.
With the exception of Bennet, who was optimistic about the RTG’s chances of blocking the deal, the view of the other three was unanimous: The deal will go through with conditions, just as Verizon was allowed to acquire Alltel in 2008 and AT&T was allowed to acquire Bell South in 2006. The government hasn’t blocked major mergers in the wireless industry before, and it’s not likely to do so this time.
“Will they block it outright? I don’t think so. Will they put conditions requiring AT&T to divest itself of spectrum? I think that’s absolutely going to be the case,” Nicoll says.
It’s not that the arguments about the effect of the deal on competition aren’t valid – the merger will give AT&T and Verizon a near-duopoly hold on the U.S. wireless market with a combined market share of nearly 80 percent – but there’s little precedent to show that regulators are willing to put a kibosh on a merger of this size.
After all, we’re talking about the combination of a comparatively weak fourth place player with a strong second place player – we’re not discussing something on the scale of a merger between AT&T and Verizon, which wouldn’t pass government approval no matter how favorable regulators have been to consolidation.
Even if the claims made in AT&T’s public interest statement strike me as somewhat dubious (“promote” competition?!), there will still be multiple wireless operators in every market after the deal is approved. The FCC found last year that about 90 percent of U.S. residents live in areas where they can choose between at least four different wireless providers. Now, that number could drop down to three in some markets, but the FCC will likely make AT&T divest assets to mitigate the effects on competition.
The merger of AT&T and T-Mobile will make life more difficult for their smaller competitors, but that’s unlikely to be enough to compel the FCC to block the deal, and the Justice Department is equally unlikely to block the deal on anticompetitive grounds. The arguments against the merger – that it will squash competition, stifle innovation, cut jobs and result in rising prices – failed to convince regulators to block prior mergers in the wireless industry, and will probably fail this time around as well.
Instead, the FCC is likely to do what it’s done with prior deals: impose conditions, as predicted by Iadarola and Nicoll. Those conditions could range from simple divestitures of spectrum to the imposition of net neutrality regulations or interoperability requirements across the 700 MHz band. Nicoll speculates the FCC may force AT&T to divest spectrum assets in the 1900 MHz band, which could be particularly beneficial to AT&T competitors that also have licenses in that band.
AT&T is expecting to make some sacrifices to get the deal passed. The company’s stock purchase agreement with T-Mobile parent Deutsche Telekom states that AT&T is willing to accept up to $7.8 billion in "adverse effects" – divestitures of spectrum, network assets and subscribers – to get the deal passed by regulators.
AT&T and Verizon’s competitors are sure to put up a long, bitter fight to block the deal, but their efforts are more likely to line their lawyers’ pockets than result in success. That’s not to say Sprint, Cellular South and the RCA should abandon their protests: Their lobbying could convince regulators to impose more stringent conditions than they had previously considered. Even so, an all-out veto on the deal seems unlikely given the precedent set by previous mergers.
So what are AT&T’s competitors to do in the interim? Plan, strategize, scramble. It looks like smaller operators are going to have to figure out how to survive in a post-T-Mobile world without the help of regulatory intervention. This is a dog-eat-dog industry, and the government isn’t likely to step in to change that any time soon.


