Updated to include additional information throughout, including closing share prices.
NEW YORK (TheStreet) - Comcast (CMCSA) chairman and CEO Brian Roberts wasn't willing to negotiate a takeover of Time Warner Cable (TWC) unless the company agreed not to receive a payment in the event the combination was blocked by regulators. For that stipulation, Comcast eventually agreed to Time Warner Cable's asking price.
That disclosure, made in a proxy filing on Thursday, sheds new light on Comcast's emergence as a buyer of Time Warner Cable, as industry middle-weight Charter Communications (CHTR) pursued a highly-leveraged takeover campaign.
Comcast's Deal for Time Warner Cable is Good for America
On February 4, after rejecting a $132.50 offer put forward by Charter Communications, which consisted of $82.54 cash and the remaining consideration in stock, Time Warner Cable CEO Robert Marcus approached Comcast's Roberts about a merger of the two companies.
Comcast, which previously hadn't been interested in a full merger of the two companies, insisted that before negotiations start, Time Warner Cable agree not to ask for a reverse termination fee. Given the size of Comcast's eventual $45 billion all-stock acquisition of Time Warner Cable, such a fee could have run in the billions.
"Mr. Roberts emphasized that Comcast would only be willing to proceed with a transaction that included specific and objectively measurable undertakings with respect to regulatory matters and that did not require Comcast to pay a "reverse termination fee" in the event the transaction could not be completed due to an inability to obtain required regulatory approvals." Comcast said in its proxy statement released on Thursday.