At&t Inc. · NYSE:T
At&t — Merger or Acquisition (May 2014)
12 slides from At&t's merger presentation, May 19, 2014
Slide 1: AT&T to Acquire DIRECTV
AT&T to Acquire DIRECTV May 19, 2014 © 2014 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. All other marks contained herein are the property of their respective o
Slide 2: Call Participants
Call Participants Randall Stephenson Chairman, President and Chief Executive Officer, AT&T, Inc. Michael White Chairman, President and Chief Executive Officer, DirecTV, Inc. John Stephens AT&T Senior Executive Vice President and Chief Financial Officer Wayne Watts AT&T Senior Executive Vice Presiden
Slide 3: Cautionary Language Concerning Forward-Looking Statements
Cautionary Language Concerning Forward‐Looking Statements Information set forth in this communication, including financial estimates and statements as to the expected timing, completion and effects of the proposed merger between AT&T and DirecTV, constitute forward‐looking statements within the mean
Slide 4: Additional Information and Where to Find It
Additional Information and Where to Find It This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication may be deemed to be solicitation material in respect of the proposed merger between
Slide 5: Transaction Delivers Significant Value
Transaction Delivers Significant Value DirecTV Consideration to DirecTV Stockholders • $95 per share ‐ $66.50 in AT&T stock and $28.50 cash per share Premier Video Customer Base • $48.5B equity value; $67.1B transaction value • US: 20.3 million • Implies multiple*of 7.7x 2014E EBITDA and 6.5x 2014E
Slide 6: Content Distribution Leader Across Multiple Platforms
Content Distribution Leader Across Multiple Platforms DirecTV Premier Assets and Capabilities • Premier TV brand with strongest content relationships • Best‐in‐class video distribution platform with OTT capabilities • Capital‐efficient video model with strong cash flows • Leadership team skilled in
Slide 7: Compelling Benefits to Customers
Compelling Benefits to Customers More Competitive Choice • Better customer experience and stronger competitive alternative to cable • Convenience and efficiency of a single provider for mobility, broadband and video • Scale to drive product innovation including OTT alternatives Commitment to Expand
Slide 8: Significant Upside for DirecTV Stockholders
Significant Upside for DirecTV Stockholders • Transaction creates immediate and long‐term value • 30% premium to DirecTV’s unaffected closing share price of $73.17 on March 25, 2014* • $95 per share represents a 185% total return to DirecTV stockholders since Jan 1, 2010 • Attractive consideration m
Slide 9: Compelling Benefits to DirecTV Customers and Employees
Compelling Benefits to DirecTV Customers and Employees Win‐Win for Customers • Creates a unique combination of a premium content distributor with a truly integrated mobile video platform – both inside and outside of the home • Leverages the content experience of DirecTV with AT&T’s significant broad
Slide 10: Financial Expectations
Financial Expectations Adjusted EPS accretive within AT&T/DirecTV Deal Summary ($in billions) 12 months** Free cash flow per share accretive Equity Value at $95 share price $48.5 within 12 months Net Debt $18.6 Continued financial strength to DirecTV Transaction Value $67.1 participate in upcoming s
Slide 11: Transaction Creates Unique Competitor Across Mobile, Video and Broadband Platforms
Transaction Creates Unique Competitor Across Mobile, Video and Broadband Platforms Strong position in evolving market Large‐scale provider of mobile, video and Combined Scale & Capabilities: broadband with strong customer relationships Nationwide Mobile Broadband 4G LTE network Scale pay TV business
Slide 12: Q&A
Q&A © 2014 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. All other marks contained herein are the property of their respective owners.