If regulators believe they can turn Comcast and Time Warner Cable’s mega-merger into a consumer-friendly deal in the public interest, they are ignoring history.

No matter what conditions regulators place on Comcast to approve its merger with Time Warner Cable, they will be toothless, television industry insiders told the New York Post.

Insiders suggest the Federal Communications Commission has been largely impotent enforcing conditions it required in earlier merger deals, including those Comcast promised to fulfill in its earlier merger with NBC Universal.

Among Comcast’s broken promises cited by The Post:

• Comcast failed to live up to its promise to market its low-cost broadband service, Sen. Al Franken (D-Minn.), an outspoken critic of the NBCU deal, told the FCC earlier this year;
• Comcast paid a fine for not marketing A standalone $50 broadband service widely enough;
• The giant cable provider’s hollow commitment to Net Neutrality didn’t stop it from excluding certain XFINITY video content from its data caps;
• They discriminate against non-Comcast owned cable channels, especially those that compete with network Comcast owns or controls. Examples include The Tennis Channel and Bloomberg TV.

Industry insiders claim the larger Comcast gets, the more the company spends on clever lawyering and lobbying to keep itself out of legal hot water with Congress and regulators. That has begun to worry programmers like Discovery Communications, who filed objections to the merger deal.

Discovery officials warned the FCC Comcast’s takeover of Time Warner Cable would deliver an NSA-like treasure trove of viewer data to the nation’s biggest cable company. Comcast already monitors its customers’ viewing habits with tracking software installed inside set-top boxes that monitors what customers are watching at any given time. Comcast has refused to share that data with outsiders, and uses it primarily to pitch potential advertisers.

Comcast’s size already gives the company unprecedented power over cable programming rates during negotiations. Making the company even larger worries Discovery, which expressed concern that:

• Comcast’s use of its bigger muscle to impose prices, terms and conditions that are overly favorable (for instance, preventing programmers from selling over-the-top rights or refusing to give competitors to its own services wide distribution);
• The possibility that the cable giant could impose broader “most favored nation” clauses in agreements;
• That Comcast could exercise control over national and local ad sales markets to the detriment of programers who also compete there.

Money for some

Time Warner Cable will pay $416 million in retention bonuses to the company’s top and middle management to entice them to stay with the cable company as its merger deal with Comcast is scrutinized by regulators.

The bulk of the bonuses will be paid to the company’s top executives in New York, but an additional 1,800 middle management employees would also receive twice their regularly scheduled annual equity award to compensate for canceled awards in 2015 and 2016. About 15,000 rank and file employees eligible to participate in Time Warner’s supplemental bonus program will receive a much smaller bonus — averaging less than $70 per employee.

While upper level management will gorge on cash and stock, middle management will receive stock only. Rank and file employees will receive a token payout amounting to 50 percent of their target bonus for 2014. Recipients may want to save the money. As part of Comcast’s plans to realize cost savings from the merger, many employees of Time Warner Cable’s call centers and technical staff may not have a future paycheck at all if the merger is approved. Comcast relies heavily on existing offshore call centers for customer service and subcontracts a significant percentage of engineering and service call work to third-party subcontractors.

Among the top recipients of the largesse:

• Time Warner Cable CEO Rob Marcus, who will receive a golden parachute package worth $81.8 million in cash, restricted stock and stock options. Because his compensation package is so large, Time Warner Cable has also agreed to pay an extra $300,000 to allow Marcus to hire his own financial planning firm to manage the enormous sums involved;
• The other top five executives of Time Warner Cable in New York will share more than $136 million in golden parachute compensation. They will have to figure out how to spend the money on their own.

Independent television in Great Britain may soon be in the hands of U.S. citizen John Malone, former cable magnate and head of the giant Liberty Global cable and entertainment conglomerate that has swept across western Europe through a series of mergers and buyouts.

Deregulation has allowed the prospect of Britain’s biggest independent network, dwarfed only by the BBC, to soon be owned lock, stock, and barrel by Americans.

U.S. media conglomerates have already picked up the smaller Channel 5 network, purchased by Viacom in a surprise $757 million deal.

ITV produces an enormous number of television shows for its network of regional independent television stations across England, Scotland, Wales, and Northern Ireland. It is these productions that are attracting attention from content-hungry U.S. media companies.

John Malone’s Liberty Global is seen as a leading contender, already owning a 6.4% stake in ITV acquired from BSkyB for $824 million. Liberty Global and Discovery Networks have maintained close association and jointly bid $930 million to acquire All3Media, the production arm of reality shows like “Undercover Boss.”

ITV’s own needs for programming have increased dramatically with the introduction of digital free-to-air television across the United Kingdom. ITV’s single network, operating for decades, is today accompanied by ITV 2, 3, 4, Citv, and Encore.

Malone hopes to build a European media empire, and has amassed holdings including a takeover of Virgin Media and cable systems in Germany and the Benelux region.

Malone has wooed some of ITV’s biggest investors — all American — including Fidelity, which has a nearly an 8% stake, BlackRock, with 4.9%, and the California hedge fund manager Brandes, which has 4.8%.

Malone may face other bidders, however, notably Comcast-NBCUniversal, which has not yet publicly revealed whether it is interested or not.

Another potential benefit of the transaction would be to allow its American buyer to avoid U.S. taxes by relocating their corporate headquarters to Great Britain in a controversial practice known as tax-inversion.

Zoom Telephonics, a major manufacturer of cable modems, has asked the FCC to deny the sale of certain customers to Charter Communications as a result of the merger of Comcast and Time Warner Cable because Charter enforces an unfair customer-owned cable modem policy.

For the last two years, Charter has not allowed customers switching to New Package Pricing to use their own cable modem. They must get one from Charter. But three days before the FCC closed the comment window on the Time Warner Cable-Comcast-Charter transaction, Charter suddenly reversed course and invited customers to attach their own cable modems to the network, as long as the modem was approved by Charter.

As one might expect, no modem from Zoom appears on Charter’s approved modem list.

Instead, Charter has approved 17 modems that are not available from conventional retailers and lack 802.11ac wireless capability.

Charter has still not adopted certification standards that are open to Zoom and other cable modem producers, complains Zoom, nor has Charter yet made a commitment for timely certifications under this program.

“We support the customer-owned cable modem programs available from Comcast and Time Warner Cable,” said Frank Manning, Zoom’s president and CEO. “We have urged Charter to adopt a similar program, but so far Charter has declined. Our request is timely because Charter will significantly increase its number of customers if the transaction involving Comcast, Time Warner Cable, and Charter goes through. In that event Charter will go from fourth to second place on the list of largest U.S. cable Internet providers.”

Zoom also complains that Charter still does not separately list the cost of its leased modems on customer bills, and Charter does not offer a corresponding savings to all customers who buy a qualified cable modem and attach it to the Charter network.

Charter Approved Modems for All Internet Tiers

Modems Approved for Speeds Up to 60Mbps