Comcast-NBCU: View From the Top

By John Eggerton -- Multichannel News, 8/2/2010 12:01:00 AM

Washington — Two key executives from Comcast and NBC Universal, speaking on the condition of anonymity, last week offered some background on where vetting of their joint-venture deal by the Federal Communications Commission and the Justice Department stands. Here are the highlights, both paraphrased and in direct quotes.

WILL THE DEAL GET DONE?
The executives said they are confident it will be, with no additional conditions that could stop it.

WHEN?
The execs said it is “on track” to close by the end of the year. “All the communications we have had out of the Justice Department and the FCC are that they are very focused on that original schedule that came out of discussions with both,” one said.

The FCC shot clock would peg the FCC’s deadline as the day after Thanksgiving, according to Comcast, but that clock is not official.

Justice has 60 days after the two companies have completed production of a second request for information, Comcast said. The request has been made, but Comcast has not pushed, and Justice has not declared that the second review is yet complete. Justice has no formal clock, but it has discussed an informal schedule that has the review completed before the end of the year.

HOW VIGOROUS IS THE VETTING?
The Justice Department has been equally as diligent and engaged, the executives said, as the FCC, “which is a little bit different than what we have experienced in the past.” That diligence has included depositions of both Comcast and NBCU execs — under a dozen on either side, they said, calling it on par with past reviews.

WHAT ARE THE WITNESSES BEING ASKED?
No comment, but “we have not been surprised by any of the issues that have been identified as of interest, and neither would you be.” They added: “Video over the Internet is clearly going to be a matter of discussion.”

UNDER WHAT CONDITIONS WILL IT PASS MUSTER?
The executives said the NBCU joint venture will be bound to the public-interest conditions Comcast and NBCU offered up when the deal was announced and to the side deals with affiliates, minority groups and producers they have struck since then.

They said some of those agreements would be hard to write up as conditions, but enforcement will be a combination of FCC conditions — several of the NBC affiliate related deals, for instance — and binding agreements between the parties, as spelled out in the individual agreements.

CONDITIONS WERE ‘EASY’
They said the conditions they agreed to were either consistent with the way they already conducted their business or things they were already planning to do. “It was easy for us to agree because it was just a way for us to make them feel better about the transaction without us giving up anything in terms of our contemplated operation of the combined Comcast/NBCU.”

ANY MORE CONDITIONS?
The execs would not rule them out: “We’re not good at drawing lines in the sand and saying, ‘We’re finished, we’re done.’”

They said they feel the conditions are a “comprehensive set,” but are willing to have discussions with Justice, FCC or others about “open items,” including any additional conditions.

JUST HOW FAR CAN COMCAST/NBCU GO?
“We would push back very hard on any conditions that would get in the way of our ability to operate either of our businesses separately or together as a combined company.”

ANY FEEDBACK YET FROM FCC OR JUSTICE?
No, but Comcast and NBCU are expecting to start getting informal feedback by summer’s end in the form of staff -level meetings first, then commissioner meetings, then formal feedback from the FCC chair and the Assistant Attorney General level at Justice.

ON CRITICISM OF THE DEAL
“The expected group of opponents making the expected arguments against the transaction. In fairness, we have made the expected arguments in favor of it.” There was “a lot of input from diversity groups, but agreements [were] reached” with a number of them, and talks are ongoing with Rainbow/PUSH and the NAACP.