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  1. #1
    Senior Member JohnDoe2's Avatar
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    Comcast Acquiring Time Warner Cable In $45.2 BILLION Deal

    Comcast Acquiring Time Warner Cable In All-Stock Deal Worth $45.2 Billion

    Proposed Deal Would Combine No. 1 and No. 2 Cable Operators

    By SHALINI RAMACHANDRAN and
    DANA CIMILLUCA
    Updated Feb. 12, 2014 11:48 p.m. ET


    Brian Roberts, chairman and chief executive officer of Comcast Corp. speaks during a news conference on June 11, 2013. Bloomberg News

    Comcast Corp. CMCSA +0.44% has agreed to buy Time Warner Cable TWC +0.30%for $45 billion in stock, a deal that would combine the nation's two biggest cable operators, according to people familiar with the situation.

    The boards of both companies have approved the deal, which will be announced Thursday morning, one of the people said.

    With the proposed deal, Comcast almost certainly ends an eight month takeover battle for TWC waged by fourth-biggest cable operator Charter Communications Inc.CHTR -0.24% and its biggest shareholder, Liberty Media Corp.

    LMCA +0.87%
    , whose chairman is cable pioneer John Malone.


    By negotiating the merger, Comcast Chief Executive Brian Roberts ensures his dominance of the U.S. cable industry will be maintained. But the transaction would face lengthy regulatory review.


    Charter's pursuit of TWC, which began after Liberty bought a 27% stake in Charter about a year ago, had raised the possibility that Mr. Malone would emerge as a rival to Mr. Roberts. Mr. Malone once led the U.S. cable industry but sold his previous cable firm, Tele-Communications Inc. in 1999.


    A coaxial cable is displayed in front of a Time Warner Cable helmet in Manhattan Beach, California. Bloomberg

    In the deal, Time Warner Cable shareholders will receive $158.82 a share in stock for their shares, about $23 a share above where TWC has been trading. Charter has made three offers, the most recent of which was valued at $132.50, all of which were rejected by TWC as too low. Time Warner Cable Chief Executive Rob Marcus had said TWC wanted $160 a share.

    News of the deal comes just a couple of days after Charter ratcheted up the pressure on TWC by nominating a group of 13 people as candidates for TWC's board, ahead of this spring's annual meeting.


    Time Warner Cable had long seen Comcast as a preferred merger partner. Last year, Time Warner Cable approached Comcast about a deal, hoping to ward off Charter. The two companies had talks off and on. But until a week ago there were signs that Comcast was leaning toward striking a deal with Charter instead.


    Comcast and Charter were in talks about a deal where it would endorse Charter's bid in exchange for an agreement where it would buy some East Coast Time Warner Cable systems.


    But last Tuesday Comcast and Time Warner Cable re-initiated talks, when Mr. Roberts reached out to Time Warner Cable's Mr. Marcus, one of the people said. Comcast was very uncomfortable with the idea of a proxy fight that Charter was beginning to wage, another of the people said.


    Time Warner Cable, in turn, was uncomfortable with the amount of debt Charter would have layered onto the company had it succeeded in buying it, one of the people said. Combined with Comcast, Time Warner Cable would have much more conservative leverage ratios than it would have, had Charter succeeded.


    Comcast approached Time Warner Cable last week with an offer to buy the entire company at about $150 a share, a person familiar with the matter said. As the offer was much closer to the $160 a share TWC was looking for, it sparked the renewed talks. Comcast's Mr. Roberts at times negotiated with top Time Warner Cable brass including Mr. Marcus and Chief Financial Officer Artie Minson on the phone from Sochi, where Mr. Roberts has been visiting for the Winter Olympics.


    On Wednesday evening, Time Warner Cable's board met around 5 p.m. to discuss the deal, around the same time Comcast's board was meeting. By about 8 p.m., the boards had approved the merger deal.


    Comcast earlier in the process wasn't willing to pay a price of $150 or $160 a share for Time Warner Cable, another person familiar with the matter said. But its thinking changed due to Time Warner Cable's willingness to do an all stock deal.

    Comcast didn't want to lever up its balance sheet with debt to pay a cash component.


    The deal faces high regulatory barriers. Fresh off a defeat over its "Open Internet" rules, the Federal Communications Commission may seek to assert its authority in a merger of the two biggest cable operators, analysts have said.


    Comcast not only serves more pay TV customers than any other company in the U.S., nearly 22 million video subscribers, but it also owns entertainment company NBCUniversal, parent of the NBC broadcast network and several big cable channels as well as Universal film studio.

    Time Warner Cable serves about 11 million video subscribers, although as part of the deal, Comcast has agreed to divest three million subscribers, the people said. Those divestitures will keep its ownership of the pay TV market below 30%, the people said.


    Comcast hopes to convince regulators that because cable companies don't compete, their deal should go through.


    Write to Shalini Ramachandran at shalini.ramachandran@wsj.com and Dana Cimilluca at dana.cimilluca@wsj.com

    http://online.wsj.com/news/articles/...986541412.html
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  2. #2
    Senior Member JohnDoe2's Avatar
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    1 HR AGO BUSINESS
    Comcast-TWC Deal Opens Door for Net Neutrality

    Proposed Deal Gives FCC More Leverage to Act on Issue As Well As Other Policy Matters

    Comcast deal for Time Warner Cable gives FCC additional leverage to act—and may even force its hand—on an issue known as "net neutrality," as well as a host of other policy matters.

    By Gautham Nagesh

    Telecom regulators may never have a better opportunity to regulate.
    Even before Comcast’s $45 billion bid for Time Warner Cable was announced on Thursday, the telecom industry was anxiously watching the Federal Communications Commission for action on how Internet providers can treat traffic on their networks.

    Now, the proposed acquisition gives the commission additional leverage to act—and may even force its hand—on the issue, also known as “net neutrality,” as well as a host of other policy matters. The decision could further a trend in which regulators make telecommunications policy on merger approvals rather than through traditional rulemaking processes.

    As they review the merger, regulators must address the question of whether the combined company would hold so much power in the marketplace that it could favor certain content providers and limit consumers’ choices.

    To limit that power, the FCC and antitrust regulators could allow the deal while subjecting it to a slew of conditions designed to protect competition and public interest, telecom lawyers and analysts say. And regardless of whether the deal is ultimately approved, the review process will force regulators to take positions that will dictate the future of nascent industries like online video.

    As part of its 2011 agreement to acquire NBCUniversal, Comcast agreed to treat all content traveling over its broadband networks equally.

    Last month the D.C. Circuit Court struck down net neutrality rules the FCC issued in 2010, opening the door for broadband providers to start charging Web companies like Netflix or Google a toll to reach consumers at the fastest speeds.

    Streaming video provider Netflix Inc. sees the review process as a potential opportunity to expand Comcast’s commitments to cover “peering,” the interconnections deals between networks that make up the Internet’s backbone, according to people familiar with the matter.

    Comcast’s current net neutrality pledge only applies to traffic traveling over the “last mile” of the broadband pipe to consumers.

    Netflix wants to prevent broadband providers from charging a fee to handoff traffic from its servers to their networks. Netflix has been trying to get broadband providers to connect directly to its specialized servers, which it argues would improve the delivery of its streaming video. But major providers including Comcast and Time Warner Cable have pushed back, demanding compensation in some cases.

    Netflix hasn’t yet decided whether to pursue a peering regulation as part of the Comcast merger, but is said to be considering the idea. Analysts and lawyers agreed that the FCC is likely to consider conditions to encourage the online video market as part of the review.

    “We don’t want the Netflixes of the world squeezed out,” said Andy Schwartzman, a telecom lawyer and adviser to the anti-media consolidation group Free Press. “I think [the video programming market] is going to get a lot of scrutiny.”

    The primary focus of this review is likely to be its impact on the market for broadband Internet access, which is increasingly the preferred conduit for all voice, data and video traffic into households. The combined company would control roughly a third or more of the home broadband market postmerger.

    There is currently more competition in the market for pay television—from phone companies, satellite providers, online video services and over-the-air broadcasters, for example. Broadband subscribers typically can only choose between their local cable and phone companies for high-speed residential access.

    Comcast argues that the broadband Internet market is highly competitive, and it cites both the wired broadband and wireless offerings from national phone companies like AT&T and Verizon.

    Whether regulators accept that argument will depend in part on whether they view 4G wireless networks as adequate competition for high-speed broadband access. Comcast Executive Vice President David L. Cohen dismissed suggestions the deal would negatively impact competition in the broadband market.

    “Where is the evidence, where is the analysis? The fact of the matter is the broadband market has multiple competitors, and we face intense competition nationally,” Mr. Cohen said. “Every wireless carrier is a national competitor.”

    Comcast has already offered to extend its net neutrality commitment, which expires in 2018, to all Time Warner Cable subscribers if the merger is approved. Observers believe the court decision might have aided the merger’s chances of approval, because it offers the FCC an enforceable way to impose net neutrality on a large portion of the broadband market without the danger of another legal challenge.

    Either way, the deal will force regulators to act on net neutrality in some fashion.

    “When you’re talking about 40% of the broadband market, you don’t have the luxury of sitting around and waiting till later,” said Harold Feld of Public Knowledge, a consumer advocacy group which opposes the transaction.

    –Shalini Ramachandran and Amol Sharma contributed to this article.
    Write to Gautham Nagesh at gautham.nagesh@wsj.com

    http://www.foxnews.com/us/2014/02/14...ssault-rifles/
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  3. #3
    Senior Member JohnDoe2's Avatar
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    Netflix reaches deal with Comcast to ensure TV shows, movies are streamed ...

    San Jose Mercury News - ‎16 minutes ago‎
    SAN JOSE -- Netflix and Comcast annnounced a deal Sunday to speed up the delivery of movies and television shows to millions of customers . . .
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