Clash of the Titans: Comcast Versus Charter on Time Warner Takeover

Comcast has finally made its own independent offer to Time Warner after Charter's bid was rejected as too low. The merger will see Comcast increase its U.S. pay-TV market share to close to 30%, and also acquire Time Warner's considerable assets.

Feb 14, 2014 at 5:38PM

Giant cable company Comcast (NASDAQ: CMCSA) is one of the companies that have all along expressed a keen interest in buying out beleaguered peer Time Warner Cable (NYSE: TWC), through a joint deal with Charter Communications (NASDAQ: CHTR), or perhaps entirely on its own. But it's now official: Comcast will go for the second option, and fork out a hefty $45.2 billion for Time Warner in an all-stock deal that will potentially change the cable TV landscape like nothing else before it has ever done.

Charter was of course at the forefront of the takeover deal, and recently made a third offer to Time Warner worth $37.4 billion in stock and cash, and a further $23.6 billion in debt, that the latter turned down outright terming it as 'grossly inadequate' and 'a non-starter.' The offer translates to roughly $132.50 per share for Time Warner, way below the $160 per share that Time Warner was demanding.Charter was adamant that a significant premium was already priced into Time Warner shares...and it had a point. Time Warner shares ramped up by a huge 40% in June last year when details of the deal hit Wall Street

Charter Communications is way smaller than both Time Warner and Comcast, the largest cable TV company in the country, and had sought Comcast's support to help it seal the deal. But it appears like Time Warner refused to cede some ground and accept Charter's low offer, and Charter was in turn unable to meet the lofty demand. Given Comcast's size and mettle, there was little to stop it from making a much better offer to Time Warner on its own. Meanwhile, investors can expect to see giant consolidations in the industry as cable companies struggle to stay afloat in the face of fierce competition from video streaming companies such as Netflix (NASDAQ: NFLX) and Amazon.

Comcast's schadenfreude?
Well, Charter's misfortune has turned out to be Comcast's fortunate happenstance. The prize is certainly huge--Comcast stands to acquire Time Warner's 11.5 million pay-TV subscribers to add to its own 21 million. Comcast will also enter 19 out of 20 of the largest U.S. pay-TV markets, and gain control of close to 30% of the entire U.S. market. The firm is also interested in the huge advertising synergies it will acquire by owning the all-important New York City market. The deal will be beneficial to its consumers and help Comcast roll out better cloud-based set-top boxes to TWC customers. Comcast expects the deal to significantly bolster broadband speeds across board. Time Warner shareholders will in turn own a 23% stake in the merged company.

The biggest hurdle that Comcast will have to surmount will be antitrust regulations from the Federal Communications Commission and the Department of Justice, that will inevitably want to scrutinize the deal and ensure it does not confer undue advantage to Comcast, or create an uncompetitive environment. Comcast plans to divest about 3 million of its subscribers to keep the combined pay television video market share for the merged company under 30%, and improve its chances of getting the green light from the FCC.

Admittedly, the Obama administration has been disinclined toward major mergers in the industry, such as the recent failed tie-up between AT&T and T-Mobile, and will probably try to scuttle the deal. Still, Comcast stands a fair chance of the deal seeing the light of day.

Meanwhile, Comcast's business is roaring.

Stellar quarterly results
Comcast recently delivered stellar fourth-quarter 2013 results. The company's triple bundling strategy that involves combining video, Internet and voice services into a single package seems to be working well. The firm's operating income grew 11% while earnings per share improved by a huge 29% margin to hit $0.72. Comcast also authorized a huge $7.5 billion stock repurchase program. NBC Universal, Comcast's broadcast segment, played a big role in delivering the results, with blockbusters such as Despicable Me 2 creating waves, and popular programs such as The Blacklist, The Voice and Sunday Night Football commanding higher prime-time ratings. NBC's revenue improved 12% to 2.2 billion, while its operating cash flow surged 55% to hit $140 million.Perhaps even more importantly for the 'king of cable,' the company added a good 43,500 pay-TV subscribers, the first time it added subscribers in 26 straight quarters.

Well, that only proves that all that talk about imminent cable death might be overdone at this point. For the whole of fiscal 2013, 305,000 customers cut the cord compared to 336,000 in fiscal 2012, a significant 9.2% slowdown in the rate of customer decline. Comcast was reportedly approached by the king of video streaming, Netflix, sometime late last year concerning a possible partnership between the two companies that will significantly enhance the content distribution capabilities of the two companies. Netflix has been growing its subscriber base at a blistering pace at the expense of cable companies. Although a Comcast-Netflix deal might at first glance seem like anathema and highly implausible, it's in and of itself a good thing as I explained here.

In contrast, Time Warner reported fairly good quarterly and full-year results. Its full-year operating income improved 8% to $6.6 billion, while its EPS grew a healthy 16% to $3.77. This was the fifth straight year that the firm's EPS grew in double digits. Time Warner's business seems to be in reasonable shape, despite the usual rap about the company's awful customer service.

The worst takeaway from the report was the loss of a staggering 831,000 pay-TV subscribers in fiscal 2013 alone, almost 7% of the company's subscribers. That brought the total count of Time Warner's subscribers down to just 11.5 million. At that rate, Comcast won't have much to hunker over Time Warner, at least as far as its subscribers go, especially if the deal drags along for too long.

Bottom line
Although Comcast will have the FCC to contend with in its proposed takeover of Time Warner,luck might be on its side and the deal might get consummated. After all, Comcast managed to buy out NBC Universal early last year in a huge $17billion deal. The merger with Time Warner will of course only help to further entrench Comcast as the true leader of the space, and will be hugely significant for the company and its investors.

Is cable going away?
The all-out war for your living room rages on, and there's $2.2 trillion out there to be had. Currently, cable grabs a big piece of it, but will it last? When cable falters, three companies are poised to benefit. Click here for their names. Hint: They're not Netflix, Google, and Apple.


Joseph Gacinga has no position in any stocks mentioned. The Motley Fool recommends Amazon.com and Netflix. The Motley Fool owns shares of Amazon.com and Netflix. Try any of our Foolish newsletter services free for 30 days. We Fools may not all hold the same opinions, but we all believe that considering a diverse range of insights makes us better investors. The Motley Fool has a disclosure policy.

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