Ajit Pai

Comcast purchase of Time Warner Cable looks more and more unlikely

December 6, 2013: 2:57 PM ET

It appears unlikely that Comcast would be able to acquire all of Time Warner Cable. If it makes a bid at all, it would more likely be for just part of the company, with Charter Communications getting the rest.

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FORTUNE -- It's not often that an FCC commissioner weighs in on a possible merger in the communications industry. But Ajit Pai did just that in an interview with the Wall Street Journal on Thursday. He doubts the government would approve an outright acquisition by Comcast (CMCSA) of Time Warner Cable (TWC).

"The Obama administration has applied greater scrutiny to proposed mergers and acquisitions," he said, noting AT&T's (T) withdrawal in 2011 of a proposed acquisition of T-Mobile (TMUS) in the face of a government lawsuit, as well as the Justice Department's lawsuit opposing the merger of U.S. Airways (LCC) and American Airlines, which resulted in a settlement last month.

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"Precedents like this suggest an outright acquisition by Comcast of Time Warner Cable could face a number of hurdles in the Obama administration," Pai said. "A Republican administration likely would be more inclined to approve a deal." Pai is one of two Republicans among the five commissioners.

Comcast's interest in Time Warner Cable was reported last week. Charter Communications (CHTR) is reportedly working to arrange financing to acquire the much larger Time Warner Cable.

The Journal also reported that Comcast has "discussed" taking parts of Time Warner Cable, with Charter taking other parts, presumably to avoid antitrust problems.

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Comcast acquired NBC Universal in 2010, and the FCC's and DOJ's approval of that deal has been met with widespread criticism. The notion of a full acquisition of Time Warner has similarly caused alarm among industry observers. The FCC's new chairman Tom Wheeler on Monday indicated that he will carefully scrutinize all merger proposals to prevent any erosion of competition in the communications industry. The worry with a megamerger among cable companies has more to do with the market power they could amass in their dealings with TV programmers than with their power over cable customers (where cable companies generally enjoy local monopolies anyway.)

It's impossible to predict what might happen if Comcast were to make a bid for all of Time Warner Cable, but as things stand, it seems unlikely that it would be approved, at least without conditions. More likely is a joint bid with Charter, especially since Charter on its own would have to take on a huge debt load to acquire Time Warner Cable -- and both companies are already debt-laden. Charter also wouldn't be able to offer much of a premium over Time Warner Cable's market cap. On Friday, Time Warner Cable was trading at around $130 a share, putting its market cap at just above $37 billion. Charter's market cap is just above $13 billion.

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