How the NFL could kill AT&T’s deal for DirecTV

May 19, 2014

FORTUNE -- There are still a number of things that could kill off AT&T's proposed $49 billion acquisition of DirecTV. Like regulators. Or other bidders. Or... The National Football Association?

That's right, America's favorite pro sports league effectively holds veto power over the mega-merger.

At issue is NFL Sunday Ticket, an exclusive DirecTV package that allows subscribers to view all Sunday NFL games during the regular season (as opposed to only those chosen by local network affiliates). DirecTV has had exclusive rights to Sunday Ticket since it began in 1994 -- paying $1 billion last season -- but its contract ran out once confetti began falling on the Seattle Seahawks back in February. The two sides have not yet negotiated a subsequent agreement.

And without a deal between DirecTV and the NFL, it could be game over for DirecTV (dtv) and AT&T (t).

From the merger agreement:

The parties also have agreed that in the event that DIRECTV’s agreement for the “NFL Sunday Ticket” service is not renewed substantially on the terms discussed between the parties, the Company may elect not to consummate the Merger, but the Company will not have a damages claim arising out of such failure so long as DIRECTV used its reasonable best efforts to obtain such renewal.

What remains unclear is what terms AT&T and DirecTV discussed for the Sunday Ticket package. DirecTV paid $1 billion for last season, and some reports have suggested that the NFL had been looking for upwards of a 40% bump (i.e., $1.4 billion). Clearly the NFL now seems to have greater leverage, but only if it remains within the parameters that AT&T has set for the merger. Also in play could be nearly 6 million AT&T U-verse subscribers that currently do not have access to Sunday Ticket -- something that might increase the NFL's asking price.

The upcoming NFL season is scheduled to kick off on September 4.

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