I have been thinking about the AT&T and Time Warner merger since it was first announced. Generally the reasons for megamergers are apparent – there is generally some big efficiency or cross benefit to both companies that makes sense. But I had a very hard time seeing very much benefit to either company with this merger.

The obvious intersection between the two companies is programming. Time Warner produces a lot of content – networks including HBO, TNT, TBS, CNN and a host of smaller networks.  And AT&T has a lot of cable customers through DirecTV and U-verse.

But as I think through the programming advantage it’s not as big as you might think. AT&T is not likely to buy any more cable content from Time Warner after a merger than it does today. It’s likely that all of Time Warner’s content is already delivered to AT&T’s video customers. In fact, once the two companies combine, any transactions between the two of them disappear upon consolidation when creating the financial statements for the combined companies.

The non-accountant will say, “Wait, doesn’t that mean that AT&T gets the content for free”? And the answer is no, because it also means that the revenue that AT&T pays to Time Warner today in real cash also disappears. On the consolidated books both sides of the transaction disappear, as if they never happened.

And it’s hard to see any of the typical merger savings from consolidating management. The two businesses have almost nothing in common and it would make no sense for program executives to run a giant ISP or for AT&T executives to make programming decisions.

The only other obvious benefit is for AT&T to somehow leverage the Time Warner content to grow the wireless business. When the merger announcement was first announced the FCC sent a letter to AT&T and told them they would be investigating their zero-ratings practices. Zero-rating is when an ISP provides content to customers without counting the usage against any data caps. AT&T already does this today with a limited amount of content, but if they owned Time Warner they would have far more content they could send over cellphones that wouldn’t count against data caps. An AT&T customer could watch Game of Thrones, for instance, on their AT&T cellular plan without worrying about their monthly data cap. But if they watch non-AT&T video they would be penalized.

With the new administration it looks like zero-rating (and net neutrality in general) is likely dead. But how much of a benefit is zero-rating to a wireless company? Certainly this could drive more advertising revenue to the combined company, but that doesn’t seem like a big enough motivation for the mega-merger. And unless one cellular companies gets killer content that everybody wants to watch on a cellphone, it’s hard to think that zero-rating is going to be a big game changer in terms of shifting wireless customers between providers. I have a hard time seeing AT&T zero-rating as a Verizon Wireless killer.

The only real benefit I can foresee is a bit of a scary one. With each of these mergers between ISPs and programmers the industry collapses to fewer and fewer major players. This merger would put AT&T on the same footing as Comcast in terms of programming content. And maybe that is the major reason for the merger – just keeping up.

But what is to stop the biggest companies from selling content to each other in bulk? I could foresee AT&T and Comcast agreeing to sell content to each other at a reduced price based upon some volume discount. This would end up giving both companies an edge over every other ISP. These two mega-companies (and probably a few others) would then be able to leverage that advantage to crush their other competitors – leaving the nation with even fewer competitors than today.

I don’t know that this scenario could be sustained. It seems like the public is migrating away from a lot of traditional content towards programming produced independently by companies like Netflix. But if the AT&T / Time Warner merger is allowed to happen, what will stop one of these big companies from buying Netflix and every other independent content provider that pops up?