Clock resumes for major mergers


ClockThe informal 180-day clock for two major mergers involving players in the video universe have been dormant, but the FCC has announced that they are both once again ticking away.

The mergers are Comcast-Time Warner Cable, stopped 10/3/14, and AT&T-DirecTV, stopped 10/22/14.

Stoppages involved providing time for commenters to adequately review material and other replies in the complex merger proposals, and also on issues involving access to confidential information which the FCC said was “…significantly hampering commenters’ ability to meaningfully comment and participate in these proceedings…” in both cases.

Of particular concern was what the FCC called Video Programming Confidential Information, which third parties refused to provide. This group included major television companies and the NAB.

The District of Columbia Court of Appeals has sided with broadcasters, at least for the time being, noting that at least the FCC has access to the information, whether or not it is allowed to make it available to other parties.

Commenters will have access to Highly Confidential Information, if not VPCI, and the FCC is moving ahead with the review as of 12/3/14.

It puts the AT&T-DirecTV clock to Day 70 as of that date, and the Comcast-TWC clock to Day 85.

Regarding the pending court decision as to whether VPCI may be shared, the FCC said, “When the court determines whether VPCI may be made available pursuant to the Second Amended Modified Joint Protective Orders, we will consider what further adjustment to the pleading requirements or transaction review clocks may be appropriate in light of the Court’s ruling to provide adequate time for Reviewing Parties to review and comment on the VPCI and for the Commission to consider such comments in its analysis.”

RBR-TVBR observation: We are somewhat surprised that the Court didn’t simply ban the use of sensitive broadcast business information. This is not a broadcast merger – DUH.

The four entities involved in the actual mergers all carry broadcast stations. But with the exception of Comcast, they do not own broadcast stations.

It’s like if a regulatory agency was examining a proposed merger of two theater chains, and forced movie producers to open their books so everybody can see their own competitively sensitive business information.

Or if two convenience store companies were merging, so everybody gets to pore through the books of two different soda companies.

It’s ridiculous.

From where we sit, we can’t help noticing that Comcast and AT&T are not known to be chronic retransmission consent impasse participants, while TWC and DirecTV are.

If the mergers go through, will the more conciliatory histories of Comcast and AT&T hold, or will they be influenced by their new more recalcitrant partners?
It we were the FCC, we’d definitely like an answer to that question.

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