Network
Although federal regulators probably wont block a deal outright on anticompetitive grounds, they could prohibit Comcast, for instance, from denying rival subscription-TV services such as DirecTV access to NBC channels and other popular programming.
Under a deal expected to be announced Thursday, Comcast would control the Peacock network and about two dozen cable channels such as Bravo, CNBC and SyFy along with the cable lines to roughly a quarter of all U.S. households that pay for TV.
The regulatory review remains the biggest question mark now that all the corporate pieces appear to be in place. Vivendi SA is expected to sell General Electric Co. the portion of NBC Universal it doesnt already own. GE, in turn, would sell a 51 percent stake in the entire unit to Comcast.
A review by the Federal Communications Commission and either the Justice Department or the Federal Trade Commission could take a year or longer.
The deal is bound to face tougher scrutiny than past ones given a Democratic administration that has vowed to encourage diversity in media ownership and ramp up antitrust oversight overall.
“This is a new administration that has promised to be a tough cop on the beat,” said Corie Wright, policy counsel for Free Press, a public interest group that opposes the deal. “Any conditions it exacts should and will be painful because this would be a tremendous consolidation of market power.”
Regulators probably wont stop the deal entirely because the two companies are in two different businesses with little overlap, Concept Capital analyst Paul Gallant said.
But federal reviewers will have to sort out the implications of allowing a company that already provides cable and Internet connections to so many Americans to take control of a vast media empire, too.
NBC Universal owns the NBC and Telemundo broadcast networks; 26 local TV stations; an array of popular cable channels including CNBC, Bravo and Oxygen; the Universal Pictures movie studio and theme parks; and a stake in Hulu, which distributes free television programming online.
Comcast, meanwhile, has 23.8 million cable TV customers, 15.7 million high-speed Internet subscribers and 7.4 million customers for its phone service. The company also owns some cable channels already, including E! Entertainment and the Golf Channel, and a controlling interest in the Philadelphia 76ers and Flyers.
The biggest concern facing regulators centers on what happens when one company owns both distribution platforms and content, said Stifel Nicolaus analyst Rebecca Arbogast.
Before approving America Online Inc.s purchase of Time Warner Inc. in 2001, regulators required Time Warner to offer online services other than just AOL on its high-speed cable Internet network.
A key challenge in these types of deals, Arbogast explained, is ensuring that rivals in the subscription TV market can still get access to popular programming owned by the merged company.
In this case, government regulators may prohibit Comcast from denying access to NBC channels and sports programming to DirecTV, Echostar Corp.s Dish Network, Verizon Communications Inc.s FiOS and other competitors. Regulators could also mandate binding arbitration in disputes over access fees and terms.
Regulators may also consider closing the so-called “terrestrial loophole” for Comcast. Federal rules require cable TV operators that own programming to grant competitors access to that programming if it is delivered over satellite. But Comcast and other cable companies have managed to avoid those obligations with popular sports programs by sending it over landlines instead.
Dish Chief Executive Charles Ergen, for one, has complained that Dish has been unable to carry Philadelphia sports games shown on Comcasts regional sports network. A merger condition, however, could end such practices.
Another key challenge lies in ensuring that the subscription TV service – in this case, Comcasts cable system – cant drop smaller, independent channels from its lineup. This could be handled by prohibiting Comcast from discriminating against cable channels that it doesnt own.