That’s the way it looks to me the closer I examine the transaction. Just last month the telco announced that it forged a partnershipwith former News Corp COO Peter Chernin, valued at $500M, to either buy or build a so-called over-the-top (OTT) online video service. That’s now potentially the biggest — and perhaps the only meaningful — new opportunity for AT&T if it completes its $49.5B acquisition of DirecTV. The satellite company’s CEO Michael White told analysts this week that OTT and mobile video could be ”big win-wins not only for us and our customers but also for our programming partners.”

Related: Peter Chernin Teams With AT&T In $500M Effort To Create Online Video Service

It’s more than an opportunity — it’s a necessity for the two companies. DirecTV‘s domestic TV business is mature, and AT&T’s copper wireline phone network is becoming obsolete. The media world is now about broadband, and cable companies led by Comcast have pretty much locked up the part of the business that involves wired connections. About 83% of the 1.2M people who signed up for wired broadband in Q1 went with cable, Leichtman Research Group reports. DirecTV and AT&T can’t beat cable’s ability to transmit gobs of programming and data to home TVs and computers.

Yet AT&T’s wireless spectrum could put it in the pole position to sell video and Internet services for smartphones and tablets — especially when out of the home.

The problem? AT&T and DirecTV were slow to move, which gave their respective chief competitors — Verizon and Dish Network — a head start in the race to develop a national OTT service. Verizon’s creating one with the OnCue technology platform it bought from Intel this year. It’s talking to broadcasters about “an over-the-top play that customers can pull down what they want, when they want,” CEO Lowell McAdam told an investor group yesterday. Dish is doing much the same thing after striking deals with Disney and others for programming. It’s “a skinny-down version of pay-TV targeted at a different class of people” who can’t or won’t pay for a full expanded basic package, Chairman Charlie Ergen recently told analysts.

AT&T and DirecTV hope that their combination will enable them to leap past their rivals. The telco has the wireless broadband to bring video to smartphones and tablets. And DirecTV provides “great content relationships and a great content management team,” AT&T CFO John Stephens said today.

Related: AT&T CFO: A Bid For Dish Network Would Have Been A Tough Sell In Washington

Or does it? It’s hard to think of a pay TV provider that has locked horns with programmers more, or at least more prominently, than DirecTV. In an effort to reduce programming costs it hasn’t picked up Time Warner Cable’s SportsNet LA, which offers Dodgers games. It recently dropped the Weather Channel for two and a half noisy months. Last year it sided with Time Warner Cable during its month-long battle with CBS. And in 2012 DirecTV lost Viacom’s channels for 10 days.

That brings us back to Chernin. He had to have known about AT&T’s negotiations with DirecTV before April 22 when his partnership was announced; word of the satellite talks leaked just a week afterward. And he has the perfect résumé for a large job at a combined entity. He knows DirecTV having served as COO of News Corp during the period from 2003 to 2006 when it was controlled by Rupert Murdoch’s company. He’s comfortable in the digital world. At News Corp he drove the effort to create Hulu, and bid for it in the company’s aborted auction last year. He sits on the boards of Twitter and Pandora, as well as American Express.

What’s more, he’s well known and liked in Hollywood. That could give AT&T a leg up on competitors looking for programming deals for a national OTT service — especially if AT&T wants to just offer a few channels to keep the price low, potentially cannibalizing the lucrative full pay TV bundle. The independent company he founded after leaving News Corp in 2009 has become a force in TV (he has two shows – Hieroglyph and New Girl — on broadcast nets this fall) and in the movies (with productions including Rise Of The Planet Of The Apes, Parental Guidance, Oblivion, and The Heat).

If I’m wrong about AT&T’s eagerness to have Chernin lead an effort with DirecTV to become an OTT power, then the mega-deal makes little sense. MoffettNathanson Research’s Craig Moffett says that “there are no meaningful synergies.” Moody’s Investors Service put it more delicately yesterday saying that it “lacks strategic clarity.” The companies don’t need to merge in order to cross sell each other’s products. And it’s a lot of work for a modest payoff if, as some analysts say, AT&T mostly wants to tap DirecTV’s cash flow to help it pay the $9.6B-a-year dividend that its investors covet. That leaves, what? Running AT&T Wireless promotions in the two-to-three minutes an hour that pay TV networks provide DirecTV to sell local ads? Using AT&T Wireless as a return path for DirecTV’s video on demand or other interactive TV services?

AT&T’s shrewder than that. And that’s why we may soon see more of Chernin.

Related stories

AT&T Seals $48B+ Deal To Acquire DirecTV

AT&T CFO: A Bid For Dish Network Would Have Been A Tough Sell In Washington

Does AT&T Really Want DirecTV Instead Of Dish Network?

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