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Cramer explains why you shouldn't buy AT&T or Time Warner

Cramer warns you not to buy AT&T or Time Warner

The first thing Jim Cramer thought when he heard the news of a deal between AT&T and Time Warner was that AT&T must hate being AT&T.

Just two years off the heels of dishing out $67 billion for DirecTV, AT&T agreed to pay $85 billion for Time Warner. That's $152 billion in deals in two years, a bold move that Cramer interpreted as meaning that perhaps AT&T is worried that its business is going away.

"It seems to smack of existential crisis, doesn't it?" the "Mad Money" host said. "Maybe the result of T-Mobile and Sprint taking away cellphone customers, while Facebook and Google take targeted advertising dollars from their TV offerings."

Desperate times, desperate measures?

Don't buy the stock of either AT&T or Time Warner.
Jim Cramer
Randall Stephenson, CEO of AT&T
Martin Simon | CNBC

Cramer also reminded investors that Wall Street is in a different political environment these days, too. Regulators are in no mood for this deal, he said. AT&T's lawyers are likely looking at the deal from the perspective of a textbook, while regulators are looking at it through the lens of politics.

"It's easy to make the political case that this could hurt Americans, and the concessions AT&T would need to make to get the deal done would probably be pretty unpalatable," Cramer said.

Regardless of whether the deal is justified, Americans have also become suspicious of the power of big business, too. While Cramer could not find an obvious reason why the deal would be blocked, he said the people to advise these potential acquirers must understand that the old form of due process has gone out the window.

If anything, Cramer suspects that AT&T management liked how its stock performed after the DirecTV deal.

"I wonder if that wasn't simply the case of AT&T paying a good dividend versus the low return from fixed income," Cramer said.

Meaning, with the Federal Reserve on the cusp of raising interest rates, AT&T's yield won't be as attractive to investors.

The price tag for the deal told Cramer that this was a move of desperation for AT&T. It was just too much money for AT&T to pay versus what it gets from Time Warner, he said.

"I think AT&T looked at what Verizon was doing with AOL and Yahoo, looked at how well its own stock had been performing with DirecTV – again believing that the stock went higher because of asset and not interest rate comparisons – and I bet it didn't want to be left behind when it comes to building an ecosystem," Cramer said.

On the flipside, Cramer thinks Time Warner CEO Jeff Bewkes has done a remarkable job for shareholders. In the past two years he has managed to show Wall Street that his stock was undervalued. He's also 64, so the timing of this deal is perfect for him, Cramer said.

In the end, Cramer fears that the deal could be blocked. AT&T attempted to buy T-Mobile in 2011 and the deal was blocked by the Justice Department. He thinks AT&T could be blocked for a second time over worries of too much concentration.

"Don't buy the stock of either AT&T or Time Warner. Get income from steadier companies, get growth from growers. Both of these companies have now taken themselves out of the running for either, and that is no place to be," Cramer said.

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