Comcast to acquire Time Warner

[Papi]

They both suck, but in my experience Comcast sucks worse.

http://dealbook.nytimes.com/2014/02/...-warner-cable/

Comcast is expected to announce on Thursday an agreement to acquire Time Warner Cable for more than $45 billion in stock, a deal that would combine the biggest and second-biggest cable television operators in the country.

For Comcast, which completed its acquisition of NBC Universal, the television and movie powerhouse, from General Electric less than a year ago, the latest deal would be its second big act to radically reshape the media landscape in the United States. And the merger is almost certain to bring to an end a protracted takeover battle that Charter Communications has been waging for Time Warner Cable.

For Time Warner Cable, the deal provides a neat solution to its problems. It will receive just about the $160-a-share price it said was its true value, and possibly more. It will no longer have to slog ahead with a turnaround plan being run by a new chief executive, Rob Marcus. And it will allow it to become part of the company that is already the dominant force in cable television services.

Despite combining the two largest cable operators in the country, a merger may have little impact on consumers. Comcast and Time Warner Cable compete in very few markets. As a result, few consumers will see their choices of cable operators reduced.

Nonetheless, regulators will surely look carefully at the impact on the deal to consumers, and may also focus on whether the combined company will have additional power in negotiations with cable networks, a recent source of tension in the industry.

Comcast has about 22 million television customers, according to the National Cable and Telecommunications Association. Time Warner Cable has about 11 million video subscribers, according to people familiar with the company.

In a bid to appease antitrust regulators, Comcast is expected say it is willing to divest three million of Time Warner Cable’s roughly 11 million pay television subscribers.

It was not immediately clear if Comcast would propose certain markets to divest, but shedding those subscribers should keep Comcast with less than 30 percent national market share for pay television, a level the company believes will satisfy antitrust regulators.

Under the terms of the deal, Time Warner Cable shareholders will receive 2.875 shares of newly issued Comcast common stock for each of their shares, people briefed on the matter said on Wednesday evening. Based on Comcast’s closing price of $55.24 on Wednesday, that values each Time Warner Cable share at about $158.82 each.

If Comcast stock rises on news of the deal, the price could go up, while if the stock falls, it could go down. The deal is set to be announced on Thursday morning.

The deal is subject to approval by both shareholders of both companies. Because it is an all-stock deal with newly issued shares, Comcast will not have to take on any new debt.

Should a deal be completed, Time Warner Cable shareholders will own about a quarter of the combined company.

For Comcast, the deal, extending its leadership in the cable industry, is another transformative step in the evolution of what is now America’s most influential media company. It comes less than a year after Comcast completed the acquisition of NBC Universal And it will further extend Comcast’s lead as the nation’s largest cable operator.

Charter, however, is left in the lurch. Charter is one of the nation’s smaller cable operators, but had big ambitions to compete with Comcast. Last year Liberty Media, the conglomerate backed by billionaire John C. Malone, acquired 27 percent of Charter, and urged the company to pursue deals, a process that could have led Mr. Malone back to the heights of American cable, an industry he once ruled as head of TCI, then the country’s largest operator.

Beginning last year, Charter made overtures to Time Warner Cable, privately offering a succession of higher prices, all of which were rejected. Last month, Charter went public with an offer of $132.50 per share for Time Warner Cable, which Mr. Marcus dismissed as inadequate. He countered by saying the company would consider a bid of $160 per share, which Comcast has now nearly matched.

On Tuesday, Charter nominated a full slate of directors to Time Warner Cable’s board, its most aggressive move to date.

At the same time, Charter was negotiating with Comcast about a deal through which Comcast would acquire certain markets from Time Warner Cable if Charter was about to buy the entire company. Comcast, however, had other plans.

Charter may buy the subscribers that Comcast has pledged to divest, giving it added scale but not nearly the boost it had hoped when it set its eyes on acquiring all of Time Warner Cable.

Though the companies are set to announce the deal, it could still come undone. Shareholders of either company could vote it down, though that seems unlikely.

Charter could still play spoiler with a new bid, though that seems unlikely too, given its limited financial resources.

Or Comcast shares could collapse, leading Time Warner Cable shareholders to shun a deal.

Morgan Stanley, Allen & Company and Citigroup had been advising Time Warner Cable on its defense from Charter, with Paul, Weiss, Rifkind, Wharton & Garrison providing legal advice. Centerview Partners and the law firm Skadden, Arps, Slate, Meagher & Flom. Skadden also advised Time Warner Cable.

JPMorgan Chase, Barclays and the law firm Willkie Farr & Gallagher, among others, advised Comcast.

[-King-]

This is just like the ATT/Tmobile deal that was supposed to happen a couple years back. Doubt it will go through.

[Pants]

Originally Posted by Miles

I was meaning Comcast could get some of the shittier features from Time Warner. I live in Dallas and while Time Warner is getting a little better, a decent bit of OD (notably all premiums except Showtime) and NBA League Pass being in SD is pretty inexplicable in a major market.

Oh, shit. I read "SD" as "HD". My bad, dude.

[chiefqueen]

As the sayin' goes:

If you THOUGHT Time Warner was bad...

[Sassy Squatch]

Originally Posted by 'Hamas' Jenkins

Check this out

Phones loading like shit. Can't see it.

[BWillie]

This is shitty. Comcast finally seemed to drop their rates in my area, I presume because of anticipated competition with Google Fiber. I know theu Time Warner and Comcast agree to not compete with each other in this area but less competition is worse for the consumer typically

[BWillie]

Originally Posted by Pants

Where do you live?

Here in KC, Comcast's xfinity thing has the most extensive OD library I have ever seen.

KC is also benefiting from Skynet doing their thing... one can get some really good deals from the scared-shitless cable and internet providers.

Exactly, all because of competition with Google Fiber coming into the area. Surewest, and some other options.

[Skyy God]

Originally Posted by 'Hamas' Jenkins

We have antitrust laws, but ATT was able to flout them for the better part of 75 years, and given the current regulatory environment, there's little to suggest that things won't become even more consolidated than in the past.

If you didn't own a Bell telephone you used to have to pay a monthly lease fee and a rewiring charge to get it to work with the system. And given that most telecoms are largely natural monopolies due to wiring, if they become actual monopolies due to competition you can kiss the days of fast, uncapped internet and non-preferential site loading goodbye.

Example: I'm Comcast and I own NBC. A subscriber wants to stream a show on ABC's website. For some odd ****ing reason, that show loads at a fraction of the speed of the peacock's website. Wonder why.

This and other monopoly abuses are discussed in this Fresh Air piece. In addition to reclassifying cable providers as common carriers, I like her suggestion of following the Stockholm model (using bonds to fund a fiber network and then charging multiple competing providers for access).

http://www.npr.org/blogs/alltechcons...ing-way-behind

[Eleazar]

If you've never had Comcast, count yourself lucky. Truly a loathsome company.

[Predarat]

[Jimmya]

The need for competition in today's market is very real.

[whoman69]

If this merger goes through there will be five companies that own almost all of the media market in the US, not just cable, but local tv, radio, internet. Started when Reagan did away with the fairness doctrine. The public is not better served by the change.

[Predarat]

Everytime there is a thunderstorm warning within 100 miles of where you live, it will freeze your TV with an archaic EBS warning the switch to CSPANN and get stuck there for a bit. It is ****ing annoying. They interrupt your local news telling you in real time where the storm is, has gone and is going for a generic text message with a robotic voice that takes up the whole screen.

[oldandslow]

Originally Posted by whoman69

If this merger goes through there will be five companies that own almost all of the media market in the US, not just cable, but local tv, radio, internet. Started when Reagan did away with the fairness doctrine. The public is not better served by the change.

Reagan began media deregulation, but Clinton finished it. Don't blame just one house. They both recieve stellar campaign contributions.

And yes, here is the problem with unregulated markets....Invisibile hand doing a GREAT job.

[Bearcat]

Originally Posted by -King-

This is just like the ATT/Tmobile deal that was supposed to happen a couple years back. Doubt it will go through.

First thing that came to my mind, as a T-Mobile customer... and AT&T was supremely confident it would go through.

[Dayze]

I've never had Comcast, but I had TW for a whopping 3 days after our move to an apartment a few years back that wouldn't allow LOS for our DTV dish.

TW sucked ass. Switched to U-Verse the same week.