[Farm93]

They have to disclose this merger risk because it is material to the announced deal.  It is terrible for bargaining, but certainly needed to avoid some of the shareholder lawsuits.

As I read about the deal the clause seems to be that DirecTV must try to keep the NFL deal in their package. I believe the basic idea was that if the NFL demands are ridiculous then the deal can still close as long as DirecTV tried to get a fair extension to their current NFL deal.

However, the real impact of this whole NFL clause is that DirecTV will certainly not waste time chasing down small potatoes like the Pac-12 network since acquiring a new channel with a theoretical ability to lure a few new customers is not going to improve DirecTV shareholder value at this point.

[Farm93]

They have to disclose this merger risk because it is material to the announced deal.  It is terrible for bargaining, but certainly needed to avoid some of the shareholder lawsuits.

As I read about the deal the clause seems to be that DirecTV must try to keep the NFL deal in their package. I believe the basic idea was that if the NFL demands are ridiculous then the deal can still close as long as DirecTV tried to get a fair extension to their current NFL deal.

However, the real impact of this whole NFL clause is that DirecTV will certainly not waste time chasing down small potatoes like the Pac-12 network since acquiring a new channel with a theoretical ability to lure a few new customers is not going to improve DirecTV shareholder value at this point.