Comcast preparing hostile bid for Fox properties—and control of Hulu

Comcast has lined up $60 billion in financing in order to make a hostile bid for the 21st Century Fox media assets that Disney is attempting to buy, according to news reports.

Comcast is waiting to find out whether AT&T will be allowed to buy Time Warner Inc. before moving forward with the bid for Fox assets, reports say.

“Comcast is getting the pieces in place to make a hostile bid for 21st Century Fox’s entertainment assets should it choose to do so,” a article said.

The Walt Disney Company already struck a $52.4 billion all-stock deal to buy various 21st Century Fox properties. That includes Fox’s stake in Hulu, the popular video streaming service. Comcast would try to buy the same assets that Disney is attempting to acquire. Disney, Fox, and Comcast each own 30 percent of Hulu; Time Warner owns the other 10 percent. The Disney/Fox purchase announcement in December noted that Disney would gain a “controlling interest” in Hulu by purchasing Fox assets. Comcast would receive the same controlling interest in Hulu if it can pry the Fox assets away from Disney.

Comcast/NBC merger commitments expire

Comcast gained its minority stake in Hulu when it purchased NBCUniversal in 2011. Regulators worried that the nation’s largest cable company would prevent the online streaming service from becoming a viable competitor to cable TV. As a result, merger conditions imposed by the Federal Communications Commission and Department of Justice prohibited Comcast from “exercis[ing] any right to influence the conduct or operation of Hulu.”

“We do not believe that Comcast-NBCU has the same incentives as pre-transaction NBCU to facilitate the ongoing development of Hulu, so we require Comcast-NBCU to hold its interest in Hulu solely as an economic interest,” the FCC said at the time. The FCC also required Comcast to renew NBC’s programming agreements with Hulu.

But the NBC merger conditions were scheduled to remain in place for only seven years and expire completely on September 1. The expiration of the Comcast/NBC merger conditions and a purchase of Fox’s stake in Hulu would thus let Comcast control the online video service’s operations.

Obama administration regulators also prevented Comcast from buying Time Warner Cable, saying that Comcast could use its increased size to stifle the competition that online video streaming services pose to cable TV.

Comcast operates the nation’s largest home broadband network. Because the FCC is now repealing net neutrality rules, Comcast could use its network to give Hulu advantages over other online streaming services. For example, Comcast could make Hulu work better than other online video services on its network or exempt Hulu from data caps without triggering an FCC investigation.

Hulu says it has 20 million US subscribers. The company offers on-demand streaming plans starting at $7.99 a month and live TV service starting at $39.99 a month.

Fox declined previous Comcast offer

Fox previously “turned down a Comcast stock offer in the low $60 billion range before sealing the Disney deal” because of regulatory concerns, the article said.

Comcast could put in a lower bid than last time “if it pursues a hostile effort,” the wrote. “The cable company believes an all-cash offer would be compelling to most Fox shareholders.”

Separately, Comcast and Fox are each trying to purchase Sky, the European pay-TV company.

Comcast awaits AT&T/Time Warner ruling

The Department of Justice sued AT&T in November to prevent it from buying Time Warner. A trial was held, and a judge’s decision is expected by June 12.

“Comcast Chief Executive Brian Roberts only plans to proceed with the bid [for Fox assets] if a federal judge allows AT&T Inc’s planned $85 billion acquisition of Time Warner Inc to proceed,” Reuters reported yesterday, citing anonymous sources.

A ruling in favor of AT&T would presumably improve Comcast’s chances of buying another entertainment company.

From the Fox/Disney merger announcement, here’s a list of assets that Fox is planning to sell:

The deal between Fox and either Disney or Comcast would not include the Fox Broadcasting network and stations, Fox News Channel, Fox Business Network, FS1, FS2, or the Big Ten Network. Instead of being sold, those properties would be combined “into a newly listed company that will be spun off to its shareholders,” the Fox/Disney announcement from December said.

We contacted Comcast for comment and will update this story if we get a response.

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