Justice Department Allows Charter's Acquisition of Time Warner Cable and Bright House Networks

The Department of Justice announced a settlement that permits Charter Communications to complete its $78 billion proposed acquisition of Time Warner Cable and its related $10.4 billion acquisition of Bright House Networks from Advance/Newhouse Partnership. The settlement forbids the merged company, referred to as “New Charter,” from entering into or enforcing agreements that could make it more difficult for online video distributors (OVDs) to obtain video content from programmers. The Chairman of the Federal Communications Commission will circulate an order that would approve the combination of Charter, TWC and BHN subject to conditions.

The settlement further provides that New Charter will not be able to avail itself of other distributors’ most favored nation (MFN) provisions if they are inconsistent with this prohibition. The settlement also prohibits New Charter from retaliating against programmers for licensing to OVDs. The department said that it would continue to closely monitor developments in the industry and would vigorously enforce compliance with the proposed settlement to ensure that New Charter does not use the influence it will have as one of the nation’s largest multichannel video programming distributors (MVPDs) to restrict or discourage programmers from licensing their content to OVDs. The department said it also examined whether the merger would allow New Charter to become an unavoidable gatekeeper for Internet-based services, including OVDs, that rely on a broadband connection to reach consumers. The order circulated by the FCC Chairman would impose an obligation on New Charter to make interconnection available on a non-discriminatory, settlement-free basis to companies that meet basic criteria. In light of the remedy sought by the FCC Chairman, the department elected not to pursue duplicative relief in its own lawsuit.