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AT&T can bail on $48.5 billion merger if DirecTV loses NFL Sunday Ticket

If DirecTV fails to lock up NFL Sunday Ticket beyond this coming season, AT&T has given itself the right to back away from the colossal $48.5 billion acquisition.

The out clause contained in the proposal’s fine print shows just how valuable of a property the NFL is.

"The parties also have agreed that in the unlikely event that DirecTV’s agreement for the NFL Sunday Ticket service is not renewed substantially on the terms discussed between the parties, AT&T may elect not to consummate the merger," it reads. The careful wording also says that AT&T won’t be able to collect any damages if this scenario plays out.

DirecTV just has to prove that it "used its reasonable best efforts to obtain such renewal." And from the sounds of it, the satellite provider is already trying its best to get the deal done.

Here's why AT&T is trying to buy DirecTV

The news that AT&T had agreed to acquire DirecTV for a whopping $48.5 billion came as no surprise to observers of the pay-TV industry.

"If you think back to the ’90s the marketplace was full of small companies. We've seen wave after wave of mergers and now there are fewer and larger companies," says Jeff Kagan, an independent analyst. "Going forward were going to see even fewer and even larger competitors going forward or moving toward a national, competitive marketplace for television, telephone, Internet, wireless."

For AT&T, the deal is mainly about gaining scale in video and acquiring the bargaining power that comes with that to license premium content -- particularly with the looming specter of a tie-up between Comcast and Time Warner Cable. AT&T will combine its 5.7 million U-verse TV customers with DirecTV's roughly 20.3 million US subscribers.

"All of a sudden you're talking about the number-two pay-TV provider in the country," says Dan Rayburn, an analyst with Frost & Sullivan. "That means you can negotiate for better programming, and at a better price."

Having access to premium content is key to AT&T's ambition to become a major player in the world of streaming video. "DirecTV is way ahead of AT&T in terms of licensing deals. Something like NFL Sunday Ticket is a game-changer for AT&T if they can offer it as part of a package to their wireless customers," says Rayburn.

AT&T CEO Randall Stephenson said the deal will allow AT&T to offer premium video on all screens, from TVs to smartphones to cars and airplanes. Just how important is big-ticket content like the NFL? The deal terms actually stipulate that AT&T can walk away from the merger if DirecTV doesn't win the contract with the NFL to renew that exclusive.

Game Of Phones: How Verizon Is Playing The FCC And Its Customers

[Commentary] The Federal Communications Commission will start deciding the future of the Internet. It’s an emotional, controversial, drawn-out battle that has been building for years, pitting some of the biggest Internet providers in the world against the government, American citizens, and virtually every denizen of the web.

A new report with previously unseen documents set to be published by New York’s Public Utility Law Project (PULP) demonstrates how Verizon deliberately moves back and forth between regulatory regimes, classifying its infrastructure either like a heavily regulated telephone network or a deregulated information service depending on its needs.

The chicanery has allowed Verizon to raise telephone rates, all the while missing commitments for high-speed Internet deployment. Why would Verizon -- which, like all big telecom companies, is generally averse to government regulation -- make a point of repeatedly noting that its fiber network fell under the same strict rules as the telephone system?

There are two reasons. First, Title II designation gives carriers broad power to compel other utilities -- power, water, and so on -- to give them access to existing infrastructure for a federally controlled price, which makes it simpler and more cost-effective for cables to be run. And that infrastructure adds up: poles, ducts, conduits running beneath roads, the list goes on.

Second, Title II gave Verizon a unique opportunity to justify boosting telephone rates in discussions with regulators, arguing that these phone calls would run over the same fiber used by FiOS, Verizon’s home Internet service.

This is the NSA reform that you've been waiting for -- sort of

[Commentary] Reformers are now pinning their hopes on a single bill: the USA Freedom Act, only one step away from passing the House of Representatives. The USA Freedom Act, brought by Rep Jim Sensenbrenner (R-WI), focuses on the most notorious government surveillance program: the NSA’s mass collection of phone call records, which it stores for up to five years.

The new bill focuses only on the calling records. Among other things, the amendment took out a section that would make it easier for companies to reveal that they’d been ordered to give up data, and it explicitly allowed intelligence agencies to gather numbers within two "hops" of the original query, instead of restricting it only to foreign agents and their contacts.

Most controversially, though, it struck out a section that applied to another NSA program: the collection of emails through Section 702 of the FISA Amendments Act. The original bill explicitly barred the practice of "backdoor searches," which let NSA agents get around bans on collecting communications from Americans by searching for data that had been inadvertently caught in the dragnet.

The Intelligence Committee, meanwhile, was initially rumored to be making some unpopular changes of its own. A circulated amendment, says Center for Democracy and Technology senior counsel Harley Geiger, apparently would have made it unclear what the NSA could count as a search term when requesting data, opening a significant loophole. Unlike the Judiciary Committee, the Intelligence Committee held its hearing behind closed doors, part of a more general pattern of secrecy.

Ultimately, though, the bill that emerged was the same one the Judiciary Committee had amended and approved. Rogers and Ruppersberger praised the committee for adopting "a compromise that garnered strong, bipartisan support," leaving their own proposal in limbo.

Turkey has censored more than 100 tweets in the past week

More than a month after Turkey lifted its Twitter block, the country's government is still keeping a close eye on any potentially embarrassing tweets.

In a single week, Turkish courts have filed five separate takedown motions to Twitter Headquarters, requesting the removal of over a hundred tweets.

Most of the tweets are still available to US users, but it seems likely that Twitter has blocked them for users registered within Turkey, in accordance with its policy of compliance with local laws and court orders.

Google will partner with wireless carriers to make Project Loon a reality

Google opted not to buy "a relatively thin piece of harmonized spectrum" and decided Project Loon would instead use spectrum that's already owned by wireless carriers across the globe.

Rather than pay to license spectrum, Google will lease the balloons to carriers as they fly over countries where each company provides service.

"That actually makes you feel much more comfortable that I’m not invading your country or I’m about to take your users," Teller said. "So now you and I can be great friends, and we don’t even need to buy the spectrum." This approach also gives Google a "much thicker wedge" offering far more bandwidth.

Can the Internet make TV less boring?

TV shows -- now routinely even good ones -- have been debuting on the web, and advertisers and producers all want to understand how they can be a part of it before they miss the boat.

Advertisers don't always mind less exciting series, so long as the demographics and numbers all add up. Many say they're just happy to see that companies like AOL and Yahoo are willing to put big money on shows and attract big talent. But the general consensus is that there's still a bundle of potential for connected platforms that few are trying to tap into yet.

Who's fighting to save the Internet now?

After years of pressure from Internet service providers, network neutrality is under threat by the Federal Communications Commission itself.

In a letter, Sen Al Franken (D-MN) warned that the FCC’s latest network neutrality proposal "would not preserve the Open Internet -- it would destroy it." His language is reminiscent of the response to another "Internet-destroying" policy: SOPA, the anti-piracy bill that mobilized perhaps the most effective online protest of all time. Like SOPA, these proposed Open Internet rules tackle an issue that’s near to the hearts of both Internet denizens and tech companies.

And as the FCC plans to officially consider the rules on May 15th, they’re figuring out how to mobilize the same kind of opposition. Though the company hasn’t confirmed anything on the record, sources say that outspoken net neutrality proponent Netflix has privately brought concerns to the FCC, and that it, Google, and other major players are quietly planning an accompanying publicity blitz.

Other groups have been more open. Mozilla, a prominent participant in the 2012 anti-SOPA blackout, has filed a petition with the FCC, asking it to regulate parts of Internet service providers’ business under common carrier laws. Mozilla senior policy engineer Chris Riley sees the FCC’s current proposal as the worst of both worlds: by allowing "commercially reasonable" discrimination, it’s allowing ISPs to undermine net neutrality, and by requiring a baseline level of service, it could be stretching beyond the limited authority courts have given it. "I’m really worried that what the FCC would do now is both lose in court and fail to protect net neutrality," he says. If it fails, net neutrality supporters predict dire consequences.

Reddit, currently one of the 25 most popular sites in the US, also joined the SOPA blackout, and it’s planning a site-wide online protest on May 15th. Nothing is locked down, but he hopes some of the politicians who have spoken out against the proposal will make appearances on Reddit -- a statement by Sen Bernie Sanders (I-VT) made it to the top of the site.

The race to bring NSA surveillance to the Supreme Court

It’s been almost a year since the nation learned that the government has been heavily surveilling Americans using a web of programs that potentially violate the Constitution or at least some laws.

The legality of those programs has yet to be definitively challenged. Even if the programs are legal, many feel the government is at least obligated to be transparent about them.

There have been at least 25 major lawsuits have been filed against the National Security Agency, President Barack Obama, telecommunications companies that facilitated data collection, and others involved in the government’s surveillance programs since Edward Snowden’s first revelations on June 6th, 2013, according to investigative journalism nonprofit ProPublica.

There have been various rulings by lower courts and appeals courts, some of which contradict each other. So far, only one case has been dismissed. The lack of consensus suggests that some part of the NSA program should eventually come before the Supreme Court.

There are arguably three cases closest to reaching the Supreme Court, all challenging section 215 and the phone-record surveillance. Two were filed after the Snowden revelations, and one was filed back in 2006 but just recently cleared a legal hurdle: Klayman v. Obama et. al., ACLU et. al. v. Clapper et. al., and Jewel et. al. v. National Security Agency.

Your Corporate Internet Nightmare Starts Now

[Commentary] The year is 2018. The death of net neutrality was just the beginning.