FCC Approves Adelphia Deal

By John Eggerton
Broadcasting & Cable

7/13/2006 2:05:00 PM

http://www.broadcastingcable.com/article/CA6352882.html


As expected, the FCC Thursday approved--by a 4-1 vote--Comcast and Time 
Warner's $17.6 billion purchase of bankrupt Adelphia Communications, with 
the two dividing up the systems.

Democrat Jonathan Adelstein joined the Republicans in voting for the deal, 
leaving only Democrat Michael Copps opposing. Adelstein did dissent in 
part, saying the commission should have imposed network neutrality 
conditions, a deficit that also troubled Copps.

Adelstein said, on balance, that the more compelling interest was to get 
Adelphia out of bankruptcy and improve service to its customers. It has 
been "rotting on the vine," in the interim, he said.

The merger, said the commission, serves the public interest, complies with 
all rules and statues and whatever public interest harms there might be are 
outweighed by public interest benefits, including principally system 
upgrades that will bring high speed voice and data, HDTV and video on 
demand to Adelphia's systems that are upgraded, and resolving the Adelphia 
bankruptcy.

The key conditions the FCC did put on the merger had to do with regional 
sports networks. Comcast and Time Warner must put disputes over pricing or 
access to its regional sports networks (RSNs) to arbitration. The companies 
also cannot deny access to its sports networks to other multichannel 
programming providers, with, as expected, a carve-out for Philadelphia.

The decision does close the terrestrial loophole for regional sports 
networks, which means that program access rules will now apply to 
landline-delivered RSNs. Previously, they only applied to 
satellite-delivered programming. "The conditions apply regardless of the 
means of delivery. Terrestrial means are included."

Comcast and Mid Atlantic Sports Network (MASN) will now have to submit 
their dispute to binding arbitration, which means likely resolving a fight 
that has kept the Washington Nationals baseball games out of many 
Washington homes. That was an issue that many on Capitol Hill had pushed 
the FCC to address. New Commissioner Robert McDowell was given credit for 
working on that issue.

There is not guaranteed outcome to that arbitration, however, only a 
guarantee of arbitration, which is a two-step process. First, the 
arbitrator must decide whether there was an unlawfull process, if so, then 
in a second step, the two parties make their best carriage deal, and the 
arbitrator picks one.

If the arbitrator found no illegality in the impasse, however, no final 
arbitration would be triggered.

McDowell had some strong words for the FCC, saying it had been slow to 
resolve and address program carriage issues. He said he wholeheartedly 
supports launching a review of program access rules, which the FCC also 
agreed to do.

"The MASN complaint has been left to rot in some small crypt in this 
building," he said. McDowell said it had become clear to him that 
complaints wait too long for action, attributing it to an "indolent 
bureaucracy's failure to obey simple congressional mandates." To that end, 
he praised the decision to put a shot clock on resolving those complaints.

The conditions on the merger sunset after six years.

Competitors, congressmen and media reform activists had all called for some 
conditions on the merger, which allows the top two cable MSO's, Comcast and 
Time Warner, respectively, to get even bigger. Chairman Kevin Martin had 
telegraphed his intention to put some programming access conditions on the 
deal, particularly after input from many complaining of the access to home 
team sports broadcasts that Comcast controls.

Copps was unhappy that there were not tougher program access and other 
conditions, saying that "while rescuing Adelphia is laudable, the 
antcompetitive combination of asssets is not."

Copps said nothing in the order "rebuts the truth that less competition 
means higher prices." It is big media getting bigger, he said, without 
sufficient protections from dominating programming and potentially 
broadband access as well.

Martin said he did not believe that network neutrality conditions were 
called for absent any showing of present harm, but said the FCC would stand 
by its four network neutrality principles and monitor for potential harms..

Copps also took issue with the regional sports remedies. He said 
arbigration was a positive step, but oppposed the carve-out for Philadelpia.

Time Warner Cable and Comcast will divvy up Adelphia systems serving 5.2 
million subscribers scattered across 31 states. The two cable operators 
will further swap systems from their existing portfolios to create stronger 
geographic clusters.

The deal will allow Time Warner to emerge as the largest cable operator in 
the Los Angeles market, which has been the most fragmented major market in 
the country.

The deal will also allow Comcast to fulfill its promise to regulators to 
unwind its 21% ownership of Time Warner Cable, something inherited in a 
past deal. Antitrust regulators frowned on such a significant link between 
the two largest cable operators—a legacy of the AT&T deal. As part of the 
various system swaps, Comcast will give Time Warner that stock back.

Friedman Billings Ramsey analyst Brian Coyne said two weeks ago that the 
analysts sees major system upgrades, and cable tech fortunes, spurred by 
the decision to allow Comcast and Time Warner to divvy up Adelphia's almost 
5 million basic subs.

The FCC had pledged to move on its decision on the sale of Adelphia by the 
Aug 31 deadline for the deal to close--pushed back from an initial Aug. 31 
deadline.

At the end of the day, Time Warner will grow from 10.9 million subscribers 
to 14.4 million. FCC Chairman Kevin Martin had wanted to move earlier on 
the merger approval, but was deadlocked with a 2-2 commission until 
recently, with the two Demcratic commissioners wanting stronger conditions 
put on the merger.

Utlimately, the conditions were sufficient to win over Adelstein to the 
majority.

In addition, Adelphia has been in protracted bankruptcy proceedings that 
affected the timing of the approval as well.

Coyne noted that Comcast alone plans to spend $150 million to upgrade the 
Adelphia systems
and Time Warner potentially more since it is getting more systems out of 
the deal.

In fact, Commissioner Adelstein said Thursday that the two had commited to 
$1.6 billion in upgrades between them.


=================================================
George Antunes                    Voice (713) 743-3923
Associate Professor               Fax   (713) 743-3927
Political Science                    Internet: antunes at uh dot edu
University of Houston
Houston, TX 77204-3011         



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