Charter’s Deal Faces Lower Barrier from Federal Regulators Than Comcast’s

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By Todd Shields and David McLaughlin

May 26 — Charter Communications Inc.'s proposed purchase of Time Warner Cable Inc. faces fewer hurdles to U.S. regulatory approval than Comcast Corp.'s ill-fated bid to buy the No. 2 cable provider.

Charter said the combination, along with its purchase of Bright House Networks, would create a company serving fewer than 30 percent of U.S. subscribers to high-speed Internet service. That figure was 57 percent in the deal Comcast abandoned last month under pressure from regulators concerned about preserving online competition to traditional cable video.

The Charter deal doesn't pose the same harm to the broadband market, Jonathan Chaplin, an analyst with New Street Research, said in a May 26 note. He listed further characteristics in the deal's favor: Comcast owns NBCUniversal, and Charter doesn't have content assets; Charter doesn't have a history of disputes with online providers such as Netflix Inc., and it hasn't been accused of violating behavioral requirements set in previous mergers.

Still, the deal would create a company with national scale, serving 23.9 million customers in 41 states compared with cable leader Comcast's 27.2 million customers.

“One has to be sober about genuine risks that this deal could still be rejected,” Craig Moffett, an analyst with MoffettNathanson, said in a note. “Simply being smaller than Comcast may not be safe harbor.”

The companies in a news release said they expect to win regulatory approval and close the transaction by the end of the year.

Comcast Counterweight 

The deal won't encounter the same antitrust problems that the Comcast acquisition did, according to Gene Kimmelman, the head of Public Knowledge, which opposed the Comcast bid. The combined company will have fewer subscribers and won't also control programming like Comcast does with NBCUniversal, and it leaves Comcast as a counterweight, he said.

“The FCC still has to find it promotes the public interest; so there will be a burden on Charter,” Kimmelman said. “Are prices going to come down? Will there be faster speeds, better service? Are they going to build out broadband to compete against others? Those are the kind of questions that will be in front of the FCC.”

Odds of approval are low, and Charter could increase them by launching a nationwide online offering of its programming that's available now with a cable subscription or by laying lines in competitors' markets, Rich Greenfield, an analyst with BTIG, said in an e-mail. Charter likely wouldn't agree to either, Greenfield predicted.

Consumer Benefits?

“I'm confident that our proposed transaction will obtain approval from regulators,” Tom Rutledge, Charter's chief executive officer, told investors in a May 26 call. Charter offers faster, less expensive broadband than Time Warner Cable, Rutledge said.

“This deal makes all the sense in the world,” Comcast Chief Executive Officer Brian Roberts said in an e-mailed statement.

The merger needs approval from the Justice Department and the Federal Communications Commission.

FCC Chairman Tom Wheeler, who helped kill Comcast's deal, in a May 26 statement said the agency “reviews every merger on its merits and determines whether it would be in the public interest.”

“An absence of harm is not sufficient,” Wheeler said. “The commission will look to see how American consumers would benefit if the deal were to be approved.”

Wheeler last week called the leaders of Charter and Time Warner Cable to dispel notions that industry mergers won't be approved by regulators, a person with knowledge of the calls said.

Regulators should reject the deal, Michael Copps, a former Democratic FCC commissioner and special adviser to the policy group Common Cause, said in an interview.

“It's still about gatekeeping for cable interconnect” or accepting traffic from Web companies, Copps said. “It's still something that gives a company too much market power.”

Peter Carr, a Justice Department spokesman, had no comment.

To contact the reporters on this story: Todd Shields in Washington at; David McLaughlin in Washington at

To contact the editors responsible for this story: Jon Morgan at

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