Comcast/Time Warner Cable Conference Call - Full Live Blog

Comcast Corp. agreed to buy Time Warner Cable for about $45.2 billion in stock, in a deal that would combine the nation's two biggest cable operators.

The boards of both companies have approved the transaction, which was announced Thursday morning.

By negotiating the deal, Comcast Chief Executive Brian Roberts ensures his dominance of the U.S. cable industry will be maintained. But the transaction is expected to face a lengthy regulatory review.

Comcast and Time Warner Cable executives are hosting a conference call with investors at 8:30 a.m. Eastern Time to discuss the deal. Stay tuned to MoneyBeat for the live play-by-play of the call.

8:29 am | by Steven Russolillo

We're two minutes away from the beginning of the call. Time Warner Cable shares are spiking premarket, up to $149.73 from Wednesday's close of $135.31. Comcast is down a little. Stay tuned for the call.

8:33 am | No Breakup Fee? What? | by Maureen Farrell

Time Warner Cable's CEO told CNBCThursday morning that the deal does not contain a breakup fee?

That's surprising in most deals but particularly one with this many potential regulatory potholes.

At first blush because ofthe high price tag,this deal look like a huge win for Time Warner Cable, and should it pass regulatory muster, it still should be.

But as Andrew Ross Sorkin noted on CNBC Thursday after asking that question of Rob Marcus without a breakup fee, Comcast in many ways has the "option" to buy Time Warner Cable.

Look for more on this on the call.

8:34 am | by Steven Russolillo

Comcast CEO Brian Roberts jumps on the call, decribing this as a "very exciting day" for the company. He said he had been evaluating this deal "for some time now."

8:36 am | by Sarah Krouse

Mr. Roberts calls the deal "pro-consumer, pro-competitive and strongly in the public interest." He adds that the two companies do not operate in any of the same zip codes.

8:37 am | Competition | by Steven Russolillo

Mr. Roberts comments on regulatory issues, saying this transaction is "approvable." It says it is "pro consumer, pro competitive and strongly in the public interest." He said the deal will benefit millions of customers through technological advancements and innovative products.

He also said it won't reduce competition in any relevant market, as both Comcast and Time Warner Cable don't compete in any of the same markets.

8:41 am | by Steven Russolillo

Mr Roberts said the two companies have operating efficiencies of $1.5 billion, meaning COmcast is paying 6.7 times EBITDA for a cable company that operates in premier markets "which we are very bullish."

8:43 am | by Steven Russolillo

Time Warner Cable CEO Rob Marcus notes it's always difficult to cede control. That said, this deal "just makes too much sense."

8:43 am | by Steven Russolillo

Time Warner Cable says it will suspend its buyback, but will keep paying a dividend.

8:44 am | by Sarah Krouse

Time Warner Cable chief executive Rob Marcus said as difficult as it is to cede control of a business, "in this case it just makes too much sense". He added that the deal feels natural to him.

"Much as I would have relished the opportunity to let my team seize the opportunity ahead, I believe that my customers and yours stand to benefit tremendously," he said.

8:49 am | by Steven Russolillo

Comcast CFO Michael Angelakis says the company will expand its existing stock buyback plan by an additional $10 billion upon closing of the deal.

8:50 am | by Steven Russolillo

On to the regulatory discussion. Comcast Executive Vice President David Cohen reiterates that the deal is "pro consumer, pro competitive, strongly in the public interest and approvable."

8:52 am | by Steven Russolillo

Any legitimate concerns are addressed by the highly competitive market, Mr. Cohen said. "This is simply not a horizontal merger." He points out that Comcast and Time Warner Cable don't compete in a single zip code in America.

8:53 am | by Sarah Krouse

Cohen says the deal will create a "much more effective competitor in the advertising market" and lead to greater broadband competition and adoption.

8:53 am | by Steven Russolillo

With divestitures, Comcast will own or manage less than 30% of the cable market. That's about the same share as post AT&T and Adelphia transactions, which Mr. Cohen notes took place in "a much more competitive market." The proposed transaction won't reduce competition in any relevant market, he added.

8:57 am | by Steven Russollillo

"The opportunity to now have a much broader footprint, even though we only have 29% of the customer base, gives us room for growth," said Mr. Roberts, responding to the first question which came from Morgan Stanley.

8:58 am

"We're bullish on cable," Mr. Roberts said. "We've had success integrating in the past." He says he has the team in place to put the company together and for it to be "very, very special."

9:00 am | by Sarah Krouse

Time Warner Cable chief Rob Marcus calls the combination "a truly special one."

"The fact that Time Warner Cable shareholders can participate in 23% plus of the new company is a fabulous opportunity," he said.

9:01 am | by Steven Russolillo

Time Warner Cable's Mr. Marcus was asked about the fact that this deal was an all-stock deal, whereas other proposals from Charter were a mix of cash and stock. He wouldn't get into details on the merits of the offers, describing them as "apples and oranges." On the deal struck, "this combination is a truly special one," he said.

9:10 am | by Sarah Krouse

On a question about the potential regulatory scrutiny of the deal, Mr. Roberts says, "I think all deals get real scrutiny. There's a very thorough process and that's what we would expect here.W e want to cooperate and be as expeditious as possible, but understand that there's a process."

The company said nine to 12 months was a "very realistic time frame" for regulatory review.

9:10 am | by Steven Russolillo

Comcast CEO Brian Roberts was asked about future buybacks. "Let's cross that bridge when we get to it," he said.

He pointed out Comcast previously expected to purchase $3 billion of stock this year, which is part of an existing $7.5 billion authorization plan. Expanding the buyback by about $10 billion will mean the company will have about $15 billion of buuyback authorizations left when the deal closes.

9:12 am | Competition | by Steven Russolillo

Lots of questions about competition and regulatory scrutiny.

"It may sound scary," said David Cohen, executive vice president at Comcast. But when you parse the deal and realize that the combined company will have control of about 30% of the market, it looks more appealing from a regulatory standpoint, he added.

"I actually think it's going to get a careful review, but it's not going to have a more stringent review than prior transactions this company has done," he said.

9:16 am | Comcast: This Won't Change Our Credit Ratings | by Maureen Farrell

Comcast's executives are insistent that this $45 billion deal won't change the company's credit rating. They said they have already spoken to ratings agencies, and they've given them confidence that the combined Comcast-Time Warner won't change the rating.

They expect leverage post deal to be around 2.2X to 2.3X

9:18 am | Divestitures | by Steven Russolillo

"We've made no decisions about that at all," Comcast CEO Brian Roberts said about divestitures.

9:22 am | That's a Wrap | by Steven Russolillo

The conference call concludes with Mr. Roberts touting yet again the incredible opportunities that the deal will present for the new company and the cable industry as a whole.

A quick check of each company's stock price minutes before the opening bell: Comcast class A shares are down 2.4% at $53.90 in premarket trading. Time Warner Cable shares are up 8% at $146.20 premarket. That's well below the $158.82 Time Warner Cable shareholders will receive in stock for their shares.

Stay tuned to MoneyBeat and wsj.com all day for continued news, analysis and developments about this deal.

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