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Viacom, DirecTV and a Corporate Takeover That Makes Sense

It often shocks me to realize the incredibly important role television plays in so many people's lives.

The other night, my wife and I had to deliver some perspective to our daughter.

We just so happened to be watching Nickelodeon when Viacom (VIA.B) fired salvo number one at DirecTV (DTV). When she read the notice on the screen that DirecTV would have to remove Viacom programming, including Nickelodeon, from its channel lineup due to a contract dispute, she actually became emotional.

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While we did not go completely old school on her, our response was sort of like the age-old parent line --There are people starving in Africa and you ... !.

She seems to have already gotten over the loss of Nick. Like the fickle pre-tween that she is, she replaced Nick's iCarly with Walt Disney's (DIS) A.N.T. Farm in short order.

I'm sure the couch potatoes obsessing over the Viacom-DirecTV fight on Twitter could find something beyond Nick at Nite, MTV, Spike and BET for stimulation and fulfillment as well.

Investors should pay less attention to the outcome of this latest network/content owner versus delivery system squabble in favor of a focus on the larger issue.

Premium Content/Appointment Viewing

It took 48 days, but earlier this year Madison Square Garden (MSG) and Time Warner Cable (TWC) settled a similar fight that affected viewers most in New York State.

MSG pulled its networks -- various regional sports stations and the Fuse music television channel -- off of Time Warner Cable, leaving the cable services' subscribers without New York Knicks basketball during the Jeremy Lin "Linsanity" period and the National Hockey League during the run to the playoffs.

I'm surprised Time Warner Cable held out as long as it did. But with nearly $3 billion in cash and $20 billion in annual revenue, Time Warner Cable could afford to take a stand. At day's end, however, it needs Madison Square Garden and it knows it. If this thing did not get resolved subscribers would have dropped cable and headed for satellite to secure convenient access to one of the few remaining important pieces of content -- live sports.

Viacom does not have this type of leverage. Going forward, expect others to challenge the media giant in precisely the same way DirecTV has.

Mergers and acquisitions has to become the name of the game in the space. U.S. regulators -- not much else --stand in the way of content owners and network providers making the logical choice by consolidating. That might be an impossible hurdle to overcome.

Precedent, however, does exist. In the United States, the Federal Communications Commission, over the course of the last 15 to 20 years, not only permitted but facilitated and encouraged a massive amount of consolidation in the radio business. It relaxed ownership limits -- with the full support of then President Clinton -- and approved mega-mergers left and right.

These decisions left radio listeners with an inferior, cookie-cutter product dominated by fewer than a handful of companies. Interestingly, the weak regulation rendered broadcast radio irrelevant, relative to new media, particularly Internet radio. Radio companies effectively stopped competing against one another, failing to react, until recently, to new and innovative threats.

There's also precedent in Canada. I have written about it extensively on TheStreet. Rogers Communications (RCI) and BCE (BCE) rule the media and telecommunications spaces in the country.

My article tells much of the story. In a nutshell, Rogers and Bell own the delivery systems (e.g., wireless, cable, satellite), the media outlets (e.g., regional and national networks, including sports) and all or part of Canada's most important sports teams (e.g., Toronto Maple Leafs, Toronto Blue Jays, Toronto Raptors, Montreal Canadiens). While American media and telecom companies could never reach anything that even approaches this size or scale, they should try.

What amounts to a partnership between Rogers and Bell (no matter how much they play up their fierce competition in the media) is quite possibly the biggest story that investors ignore. American media and telecom executives should pay attention and take notes as well.

In terms of size, Viacom ranks in between smaller (and regional) MSG and larger media conglomerate Comcast (CMCSA). These three companies need to find a way to hook up, preferably through M&A, but, at the very least, via partnership.

CMCSA Revenue Chart

CMCSA Revenue data by YCharts

The Feds would have none of it.

Comcast is the closest thing the U.S. has to Rogers and Bell. It owns the NHL's Philadelphia Flyers as well as the arena the team plays in. It's a cable company. It provides Internet service. It owns cable networks, including the NBC Sports Network. And, of course, it owns NBC, Telemundo and other broadcast properties.

Meantime, MSG owns a stable of regional sports networks that enjoy considerable national distribution. The company also owns the New York Rangers and New York Knicks, not to mention the Madison Square Garden Arena, Radio City Music Hall and other venues.

And then you have Viacom --- it has a stake in everything movies and cable television, yet it does not have a presence in the one area any major media brand needs to - live sports. A hook-up between these three companies would not be akin to college experimentation. Rather, it would be an aggressive threesome that would not only forever transform the media landscape, but keep the cards in the hands of content owners.

The trio would have to appease Washington bureaucrats as well as the National Hockey League. For the latter, they could just point to Bell's league-approved 37.5% and 18% stakes in the Leafs and Canadiens, respectively, and make adjustments accordingly. For U.S. regulators, they would need to be proactive and play the dog and pony show of spinning a bunch of properties off preemptively.

An old guard member like Viacom must absolutely head in this direction. These three companies just might be able to assemble this sort of powerhouse now, while a reasonable amount of competition still exists in the broad space.

Comcast probably wants to get bigger. Viacom needs to get bigger. And MSG would be the perfect feather in the new company's strengthened cap.

At the time of publication, the author was long BCE and RCI. He is long MSG and VIAB in a custodial account he manages for his minor child.

This article is commentary by an independent contributor, separate from TheStreet's regular news coverage.

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