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People familiar with the plan told The Hollywood Reporter late Wednesday that the deal, which would combine the two largest cable companies in the U.S. and is certain to face regulatory scrutiny, would be announced Thursday morning.
Comcast chairman and CEO Brian Roberts on Thursday said the deal creates “an exciting opportunity for our company, for our customers, and for our shareholders.” He said the deal will create a “world-class company” and be “a compelling financial and strategic transaction for our shareholders.”
The two companies expect to close the transaction by the end of the year, though it needs the blessing of both the FCC and the U.S. Justice Department.
The new cable company will be led by Comcast Cable president Neil Smit.
The companies on Thursday touted “multiple pro-consumer and pro-competitive benefits, including an accelerated deployment of existing and new innovative products and services for millions of customers.”
Each Time Warner Cable share will be exchanged for 2.875 shares of Comcast, which will lead Time Warner Cable shareholders to owning approximately 23 percent of Comcast’s common stock. The value to Time Warner Cable shareholders is approximately $158.82 per share based on the last closing price of Comcast shares.
The transaction will generate approximately $1.5 billion in operating efficiencies and will be accretive to Comcast’s free cash flow per share, the companies said.
“This transaction will create a leading technology and innovation company, differentiated by its ability to deliver ground-breaking products on a superior network while leveraging a national platform to create operating efficiencies and economies of scale,” the companies said. “Through this merger, more American consumers will benefit from technological innovations, including a superior video experience, higher broadband speeds, and the fastest in-home Wi-Fi.”
He added: “American businesses will benefit from a broader platform, and the company will be better able to offer advanced services like high-performance point-to-point and multi-point Ethernet services and cloud-based managed services to enterprises.” The deal will also lead to the combination of the two companies’ advertising platforms and channels and allow Comcast to offer “broader and more valuable packages” to national advertisers, they said.
Comcast also plans to expand its stock buyback program by an additional $10 billion at the close of the transaction
“This combination creates a company that delivers maximum value for our shareholders, enormous opportunities for our employees and a superior experience for our customers,” said Robert Marcus, chairman and CEO of Time Warner Cable. “Comcast and Time Warner Cable have been the leaders in all of the industry’s most important innovations of the last 25 years and this merger will accelerate the pace of that innovation.”
He added: “We’re excited to be part of delivering all of the possibilities of cable’s superior broadband networks to more American consumers.”
TWC has been in play since last year, causing the stock to surge more than 40 percent in the past eight months. Charter Communications recently said it would like to purchase the company for $132.50 a share but TWC rejected what it called a “lowball” offer and it signaled it would not entertain bids of less than $160 a share. On Wednesday, TWC shares closed at $135.31.
While Charter, which is backed by Liberty Media and billionaire John Malone, said this week it would nominate an entirely new board of directors at the next TWC shareholders meeting — a slate that presumably would favor a Charter-TWC merger — observers doubt it will try to match Comcast’s bid of $159 per share.
The deal comes about a year after Comcast agreed to acquire full control of entertainment company NBCUniversal, buying the remaining 49 percent stake from General Electric.
Comcast has 21.7 million cable TV subscribers and TWC has 11.4 million. A combined TWC-Comcast would command three-quarters of the market, according to the National Cable Television Association. It would give Comcast a strong presence in the New York City market.
Analysts and Malone have said that cable consolidation would give companies increased leverage in carriage talks with TV network operators, which have in recent years become more contentious.
In a nod to regulators, Comcast will divest cable systems serving 3 million subscribers, which would keep its pay TV market share at less than 30 percent, a level that some on Wall Street have argued regulators may accept.
Nonprofit group Public Knowledge, which has a track record of opposing media consolidation, has already called on regulators to prevent the cable mega-deal, as has the nonpartisan watchdog group, Free Press.
“An enlarged Comcast would be the bully in the schoolyard, able to dictate terms to content creators, Internet companies, other communications networks that must interconnect with it, and distributors who must access its content,” said John Bergmayer, senior staff attorney with Public Knowledge.
‘This deal would be a disaster for consumers and must be stopped,” added Free Press CEO Craig Aaron. “Americans already hate dealing with the cable guy — and both these giant companies regularly rank among the worst of the worst in consumer surveys. But this deal would be the cable guy on steroids — pumped up, unstoppable and grasping for your wallet.”
Roberts on the company’s latest earnings conference call was asked about the strategic importance of owning content and distribution businesses, something other companies, such as Time Warner, have stopped seeing as necessary. “As an investor, you get the fact that if programming costs are going up or there’s a new type of utilization that causes that cost to go up, we’re on both sides,” he said. “We’re helping to innovate and make that possible and I like that balance that the company has.”
The Comcast-Time Warner deal is believed to have caught Charter by surprise since Comcast and Charter had been discussing a combined bid as recently as two weeks ago. Charter is likely to take a look at any cable systems that Comcast will sell after the Time Warner Cable deal.
The last 15 years have seen a number of eyebrow raising media mergers and acquisitions. In 1999, AT&T completed a $55 billion acquisition of TCI to create a single place for customers to get phone, Internet and cable services. A year later, Time Warner and AOL completed the largest merger in history, with the Internet company buying Time Warner for $160 billion. The deal gave Time Warner a digital home for its media properties, while AOL gained access to Time Warner’s cable systems. And in 2002, AT&T completed a spinoff of its broadband unit, merging with Comcast to create the nation’s largest cable company, then valued at around $60 billion.
Roberts and Marcus appeared on CNBC Thursday morning to discuss the deal. Video of that interview is below.
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