©SPRING/SUMMER 1996
MEDIA STUDIES
Journal

"Media Mergers"

POINT/COUNTERPOINT

A Golden Age of Competition

by Steven Rattner

It is truly ironic to be assessing the impact of mergers on media competition just as we are entering what may well prove to be the golden age of competition in communications industries.

Look in almost any direction and you see developments that will benefit consumers. In Washington, Congress has just enacted long overdue legislation that will rationalize an outmoded regulatory apparatus and free giant telecommunications and cable companies to battle each other. In New York, an array of news and financial services is being launched by equally giant media companies. Around the countryparticularly on the West Coastsmaller, fast-growing companies are fighting to dominate the Internet.

Why is all of this happening now, particularly at a time of such high merger activity? The explanation begins with technological change. Just a couple of decades ago, most Americans had access to only a newspaper or two, some magazines and three or four television stations to provide their information and entertainment. No cable, with its 70-plus channels of programming, no VCRs or video stores, no satellite dishes, no computer on-line services and just a single provider of local and long-distance telephone service. In the television world, as recently as 1984, the three traditional networksABC, NBC and CBShad 69 percent of the viewers (while cable had 14 percent).


It is important to appreciate that even after all of the aforementioned merger activity, the media industry in the United States is not particularly concentrated by any standard.
The changes since then are familiar but dramatic. Cable now brings us debates about national policyalbeit at various levels of civility24 hours a day. For news and public affairs, we can now supplement the Big Three networks with Fox, two channels of CNN, C-Span, CNBC and, in many markets, one or more local all-news channels. As a result, by February 1996, the networks' share had dropped to 42 percent and cable's had grown to 27 percent. (For consumers to whom cable is not available, nearly a half-dozen satellite serviceswhich were not around 10 years agonow provide much of the same programming.)

That's not nearly the end of the story. The cable television companies are busily rewiring to provide not 70 channels or 500 channels or even 1,400 channels but, in effect, an infinite number of channels through video-on-demand. The result will be a vast array of new services, including shopping, games, information retrieval, transactions and much more.

Inevitably, these developments will take longer and cost more than many expect. But make no mistake about it, these services are coming. In just the past few months, we have witnessed proposals for a new Dow Jones/ITT financial news network (in addition to CNNfn, which has just been launched) and three news channels (ABC, msNBC and Fox).

All of these developments will give consumers of news and information more quantity and a greater degree of personal choice. For example, as Time Warner's test in Orlando has demonstrated, the cable companies have within reach the ability to provide consumers with the capacity to create their own news programs by instructing a "smart box" to select segments that are of particular interest.


If anything, companies like Cap Cities have demonstrated that the result of corporate ownership can be freer and better journalism than we had when a few press lords controlled many of our newspapers and television networks.
It is difficult to overstate the importance of the Internet in providing a diversity of views. Its arrival brings with it the opportunity for any wannabe publisher to realize that ambition with as little equipment as a personal computer and modem. Thousands of 'zines have sprung up, of varying degrees of sophistication and insight, ranging up to the glossy entry promised by Microsoft when it hired Michael Kinsley of the New Republic.

Should you doubt the consequences of this technological change, consider the analogous development of the telephone industry. Only 12 years ago we had a single long-distance telephone company. Today, thanks to technology that allows consumers to change their long-distance carrier almost as easily as they order an item from a catalog, we have 17 major ones. And most significantly, since 1986, the price of long-distance telephone service has gone down 34 percent. (These lower long-distance prices have a further benefit in providing Americans with lower cost access to the Internet and on-line services.)


As for the front-page media mergers, they are certainly taking place. Many of the participants are large, powerful and familiar to all of us. The Disney/Capital Cities/ABC merger brought together two of the world's most respected companies. The Time Warner/Turner deal could create the largest entertainment company in the world. Westinghouse bought CBS, and the sale of MCA brought an important new corporate parent to Hollywood.

While these deals had the highest price tags and generated the most public interest, an equal level of activity has occurred off the front pages. In 1995, more than 160 television stations and more than 1,000 radio stations were sold, and ownership of cable television systems with millions of subscribers has changed hands.

All told in 1995, American media companies set new records in merger-and-acquisition activity, with announced deals reaching $93 billion, 85 percent higher than in 1989, the year many saw as the apex of merger-and-acquisition activity on Wall Street. Media deals have also been rising as a percent of total deals.

As technology continues to change and as we continue to update our regulatory apparatus to take account of these developments, further merger activity is certain to result. In this regard, it is important to appreciate that even after all of the aforementioned activity, the media industry in the United States is not particularly concentrated by any standard.

That is not to say that I do not share in the desire for competition. I do. But in defining competition, it is important to emphasize that size is not the principal issue, although by that standard, even the largest media companies are not among our biggest companies. The market capitalization of the new Disney, for example, will be around $54 billion, only enough to rank it the 15th largest American company. Time Warner's market capitalization after the acquisition of Turner will be around $36 billion. Compare that to Coca-Cola at $102 billion or Philip Morris at $98 billion, to take just two examples.

More relevant to the question of competition are measures such as market share and the barriers to a new company entering the same business. As I argued earlier, the huge increase in the number of cable networks indicates clearly the trend toward fragmenting market shares and lower barriers to entry in this sector, among others. These are true measures of competition.

In the cable television industry, Time Warner and TCI have emerged as giant operators, controlling a combined 40 percent of the market. But the 10th largest owner has over 1 million subscribersan asset value in excess of $2 billionand the 100th largest owner has 10,000 subscribers. In other words, there is still a long way to go before cable's level of consolidation approaches that of the telephone companies.

Nor do I despair that many of our journalistic enterprises are owned by large corporations. If anything, companies like Cap Cities have demonstrated that the result of corporate ownership can be freer and better journalism than we had when a few press lords controlled many of our newspapers and television networks. And the basic difference between the press lords of yesterday and the media moguls of today is that the press lords often ran their papers as vehicles for their own ideology and personal ambition. Today's moguls, with a few exceptions, seem more interested in making money than in seeing the triumph of their own ideology or personal ambition.

Another fear critics have of these mergers is that the ownership of journalistic organs by large corporations will inhibit the coverage by those journalists of their parent company. First, even if that were the case, so many other outlets would provide unvarnished reportage that the American people would hardly suffer a material loss. Secondly, many examples exist of tough reporting about a journalistic enterprise's parent company. For example, Time has published thorough, unbiased coverage of many Time Warner issues, from gangsta rap to the Turner acquisition.

Beyond not diminishing competition or quality, many of the media mergers have brought benefits. In some cases, they have provided the capital needed to launch exciting but expensive new undertakings. For example, the sales of cable companies have in many instances provided the financial resources to upgrade the systems so that all of the aforementioned new services could be provided.

In other cases, different skills have been brought together under a common roof, with the promise of exciting new offerings. Even though their deal hasn't closed, Time Warner and Turner have combined to produce a Time-CNN "AllPolitics" service on the Internet, offering more depth and more data than either entity can provide in its traditional format.


The government should approach communications companies as it approaches other companies: with a clear role limited to applying our antitrust laws to ensure that a competitive environment is maintained.
I agree that the nature of the media industry suggests a special need for attentiveness on everyone's part. Maintaining a diversity and plentitude of viewsas well as freedom of expressionis critical to our democratic process. There may be a few instances, like the Newspaper Preservation Act, where a special role on the part of government is appropriate in order to maintain the greatest possible diversity of views. But these situations should be few and far between because the more that government views itself as having a special role with regard to the media, the greater the risk of government interference with the free expression of views. In general, the government should approach communications companies as it approaches other companies: with a clear role limited to applying our antitrust laws to ensure that a competitive environment is maintained.

Today, it is often suggested that American journalism has lost too much of its seriousness and too often has become trivialized. For the most part, that is a subject for a separate discussion, although I am convinced that to the extent journalism today is less thoughtful, mergers are not to blame. I am equally certain that, if anything, when the history of media in the latter part of the 20th century is written, it may well be concluded that we are in a golden age of information.

Steven Rattner is a managing director of Lazard Frères & Co., LLC., where he specializes in media mergers and acquisitions. He is a former New York Times reporter.

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