• The Comcast/TWC transaction involved the merger of two cable

companies with nonoverlapping geographic footprints. Therefore the

transaction would not have directly reduced the number of Internet
access or pay-TV providers available to any household. Nonetheless,
based on the set of theories that were described above, government
reviewers determined that the transaction threatened serious
competitive harms. The transaction was proposed at a time when
OVDs were just beginning to emerge as potentially significant new
competitors to the traditional providers of pay-TV services and were
thus particularly vulnerable to attempts by traditional competitors to
disadvantage them. Cable companies were significant players in the
two markets where OVDs purchased their two key inputs:
programming, and interconnection to last-mile Internet access
services. The main concern of government reviewers was that the
merged entity would have both a greater ability and incentive to
disadvantage OVDs by limiting their access to these two key inputs.