Cecilia Kang and Eric Lipton
But navigating this transaction will be a test of just how much influence AT&T has in Washington these days, especially as it tries to persuade antitrust officials at the United States Department of Justice, who will be crucial in approving the deal. The task may be particularly tricky as AT&T’s lobbying team undergoes a transition after losing its longtime leader, James W. Cicconi, a former aide to President George H. W. Bush.
For AT&T, the regulatory environment around megadeals has also soured. Antitrust officials have muscled up in recent years, blocking dozens of deals across industries including pharmaceuticals and retail. Other prominent telecommunications deals have imploded even after huge lobbying efforts, most notably Comcast’s attempt to buy Time Warner Cable in 2014 and AT&T’s bid in 2011 to buy T-Mobile, a cellular telephone competitor.
Issues that led to the collapse of those deals seem even more prevalent now, as the nation closes out a presidential campaign that has featured candidates from both parties — most notably Donald J. Trump and Bernie Sanders — promising to challenge corporate power.
“The public is really stirred up and angry about the growing dominance of a small number of firms,” said Gene Kimmelman, president of Public Knowledge and a former antitrust official at the United States Justice Department during AT&T’s bid for T-Mobile.
The alarms over AT&T’s deal for Time Warner stem from mounting frustration over high prices and the lack of competition in the telecom industry, with most Americans limited to one or two providers of broadband services. Regulators are set to focus on AT&T’s powerful control over broadband and television customers since it is the nation’s second-largest wireless company, after Verizon, and biggest paid television provider after its recent acquisition of DirecTV.
With Time Warner’s marquee content from its HBO and CNN channels and movies from Warner Bros., regulators will also scrutinize whether the creation of a multi-tentacled juggernaut could suppress competition in the technology, media and telecommunications industries. One way the combined company might do that, for example, is by offering unlimited streaming of HBO’s “Silicon Valley” or “Game of Thrones” to its wireless customers or making it harder for competing streaming video services and television programs to reach AT&T subscribers.
Lawmakers have already vowed a tough review of the deal, regardless of the lobbying full-court press they know will be playing on Capitol Hill.
“We are seeing increasing consolidation, especially scary consolidation, between the content side of the media and the internet provider side,” said Senator Amy Klobuchar, Democrat of Minnesota, the ranking member on the Senate Judiciary Committee’s antitrust panel.
The panel could hold a hearing on the proposal — with sworn testimony from AT&T executives — as soon as next month. “We have a duty to examine this deal,” Ms. Klobuchar said.
The merger sets up a monthslong battle in Washington with consumer advocates, smaller telecom and cable companies and some tech companies preparing their own assault against the deal.
“The American people want more competition, not less,” said Chip Pickering, chief executive of Incompas, a lobbying group that represents internet companies including Netflix and Google. “Megamergers are leaving them with higher prices and less choice.”
AT&T’s lobbying playbook from the T-Mobile bid offers the most detailed blueprint of what might unfold again. In that campaign, AT&T helped line up dozens of elected officials from communities across the United States, many of whom had received financial support, to send letters or sign petitions urging the deal’s approval.
More endorsements came from community and nonprofit groups, many of which AT&T also helped fund through its corporate foundation, including the National Association for the Advancement of Colored People.
More than 100 lawmakers on Capitol Hill — again, many of whom had taken contributions from AT&T — also signed letters urging the Justice Department to sign off on the transaction. The company funded a $40 million advertising campaign in cities nationwide to build public support for the deal.
Arik Ben-Zvi, a lobbyist at the Glover Park Group, which was hired by rivals to Comcast to help challenge its deal with Time Warner Cable in 2015, said he thought it would be a mistake to rely on the same tactics this time. “This massive campaign of blanketing the Hill, that is the wrong way to go,” he said.
Instead, Mr. Ben-Zvi said, AT&T needs to be more specific and authentic to be more effective. The company must confront head-on any questions about the impact its deal would have on its competitors, for example, and make sure regulators and lawmakers understand that, with so much changing so fast in the tech sector, it has no choice but to pursue a deal like this.
“Incumbent telecommunications companies like AT&T are deeply threatened by the emergence of Silicon Valley giants that are poised to take over this space,” said Mr. Ben-Zvi, who is not working on the AT&T-Time Warner deal. “Companies like Amazon, Google, Netflix — those are now some of AT&T’s rivals, not just companies like Verizon.”
AT&T would not discuss details of its lobbying strategy, including whether it would employ tactics similar to those in previous mergers. “We are early in the process,” Mr. McAtee, the AT&T general counsel, said.
Mr. McAtee will help lead AT&T’s merger efforts in Washington, along with a colleague, Robert W. Quinn Jr., a policy insider in charge of lobbying who has been at the company for three decades.
Both are new to being in charge. AT&T’s storied lobbying operations were long led by Mr. Cicconi, who retired last month. Mr. Cicconi in the past worked closely with Wayne Watts, who served for decades as AT&T’s general counsel and retired last year.
Together, Mr. Cicconi and Mr. Watts shepherded more than a half-dozen blockbuster mergers in the last two decades.
The company is offering some clues about how it will position the deal. Unlike a “horizontal” merger that unites competing companies in the same line of business, this transaction would not reduce the number of options for consumers, AT&T executives have said.
AT&T also said it would not withhold Time Warner shows from competitors. It plans to create an advertising-based video business for mobile devices, similar to the ad business of the web juggernauts Google and Facebook.
The biggest advantage AT&T may have is the likelihood that the deal may face little scrutiny from the Federal Communications Commission, the regulatory agency that typically gets involved if there are transfers of telecom or broadcast licenses. If Time Warner divests the one Atlanta broadcast station it owns, that would make the F.C.C.’s jurisdiction moot. The merger would be reviewed under a new administration, potentially with new antitrust officials picked by the next president.
Even so, it will not be easy. Michael J. Copps, a Democrat and former commissioner for the F.C.C., said that he was preparing, with consumer groups, to battle an AT&T lobbying surge.
AT&T “has a huge lobbying budget and the sharpest lawyers money can buy to get this deal approved,” Mr. Copps said.