Recent Cable and Telecom Deal Highlights Latest Antitrust and Regulatory Trends

Charter Communications has closed its $34.5 billion acquisition of Cox Communications after agreeing to commitments with the US Federal Communications Commission and multiple state regulators. For businesses in the cable and telecommunications sector, the antitrust and communications regulatory review pathways applicable to this deal, including the timelines and the substantive commitments undertaken during the approval process, are valuable barometers of the current regulatory environment.

This deal demonstrates considerations for future communications-sector transactions including (i) the distinct federal transaction reviews for antitrust and communications regulation, (ii) the US Federal Communications Commission’s (FCC’s) favorable view of voluntary commitments, and (iii) the potential for longer and more involved state public utility commission review, particularly in California.

CHARTER/COX

Charter and Cox announced their proposed combination in May 2025. Both companies operated substantial broadband communications networks serving residential and business customers, including cable-based residential networks and fiber infrastructure supporting commercial and other services. The transaction combined Cox’s residential cable business with Charter while also bringing Cox’s commercial fiber and managed IT and cloud businesses into the combined company, creating what is likely the largest overall internet service provider in the country.

FCC and DOJ Antitrust Review

The parties were obligated to file premerger notification under the Hart-Scott-Rodino (HSR) Act within 60 days of signing pursuant to the transaction agreement. After initially filing the HSR notification on July 14, 2025, the parties pulled and refiled their HSR notification on August 14, 2025.

The DOJ Antitrust Division did not issue a “Second Request,” and the HSR waiting period therefore expired on September 15, 2025. Under the HSR rules, merging parties need to close a notified transaction within one year of expiration of the HSR waiting period (i.e., by September 15, 2026 in this case), or they must file HSR again.

The parties filed FCC applications in July 2025, and, in September 2025, the FCC’s Wireline Competition Bureau (WCB), the Wireless Telecommunications Bureau (WTB), and the Office of International Affairs (OIA) issued a public notice, accepting for filing and seeking comments on the applications seeking approval of the transaction and transferring control of various FCC licenses and authorizations held by Cox to Charter.

Following issuance of the public notice, the FCC received 41 comments in support, one comment in opposition, and a petition to deny the transaction, filed by consumer and labor advocacy groups, which was central to the FCC’s review.

The FCC approved the transaction in February 2026 through delegated authority to the WCB, WTB, and OIA. The FCC assessed whether the transaction complies with the Communications Act, as amended, federal law, and the FCC’s rules and whether it serves the “public interest, convenience, and necessity.” The FCC’s review of potential public interest harms, including competitive analysis, is broader than the DOJ’s antitrust analysis and frequently takes a more expansive approach to potential and future competition.

The FCC may impose conditions or accept voluntary commitments to ameliorate any identified harms and may impose conditions to ensure public interest benefits are maintained. In the Opinion and Order, the FCC found that (i) there was no significant likelihood of material public interest harms, (ii) certain public interest benefits were likely to be realized, particularly concerning competition promotion and consumer benefits, and (iii) approving the transaction served the public interest, convenience, and necessity.

The FCC obtained voluntary commitments from Charter rather than imposing conditions aimed at ameliorating alleged public interest harms. Charter committed to increased rural infrastructure investment, to bring off-shore Cox functions back to the United States within 18 months, and to extend Charter’s hourly minimum starting wage of $20 to Cox’s workers.

Additionally, Charter made commitments concerning its employment practices and diversity, equity, and inclusion initiatives consistent with the administration’s concerns and opposition to such programs, which have been addressed in other recent FCC transaction review processes.

The FCC did not impose or require behavioral conditions related to interconnection and data caps for Charter/Cox, as it did in the 2016 Charter/Time Warner transaction. While certain commenters argued that approval of the Charter/Cox transaction would result in unacceptable market concentration and have particularly harmful effects on interconnection practices for internet content providers similar to Charter/Time Warner, the FCC found those concerns were no longer supported or persuasive to the FCC’s review.

In rejecting these arguments, the FCC found that fixed wireless broadband and satellite broadband services had increased in competitive significance since 2016 and that cable providers today lacked incentives to harm online video distributors.

State Regulatory Reviews

State regulators conducting independent reviews imposed additional transaction-specific requirements. The California Public Utility Commission (CPUC) review was the most complex and time intensive, with an August 13, 2026 vote to approve a decision authorizing the transaction, 454 days after the merger announcement.

The CPUC, in contrast to the FCC, relied on binding settlement agreements rather than voluntary commitments to incorporate conditions into the transaction decision, which the current FCC favors.

Charter entered into two settlement agreements in May 2026 with (i) the California Public Advocates Office (Cal Advocates) and (ii) California Emerging Technology Fund (CETF). Both included standalone commitments concerning low-income broadband, infrastructure, and service obligations, apart from California’s lifeline program.

The Cal Advocates settlement agreement requires providing four new tiers of broadband services to low-income customers for five years, promotional pricing for new broadband customers for three years, and spending $1.5 million throughout five years to promote low-income broadband services.

The CETF settlement agreement requires spending $275 million in network upgrades for 1-gigabit symmetrical service within three years, investing $40 million in digital inclusion programs in the state, providing free broadband and Wi-Fi services for five years to 50 eligible anchor institutions, investing $5 million in community development financial institutions to channel capital to small businesses in California, investing $2 million within three years to expand its existing VetConnect program to two additional California military bases, and committing to comply with the CPUC’s Supplier Diversity Program reporting pursuant to General Order 156.

The CPUC voted to approve an alternate decision by Commissioner Matthew Baker incorporating the settlement agreements with only minor changes as compared to the administrative law judge’s proposed decision that added more conditions to the settlement agreements. One of the commissioners pointed out during the voting meeting that the CPUC prefers to use settlement agreements whenever possible and that those reached in this case met the requirements for merger approval by the CPUC.

The approved decision, released on August 17, 2026, contains certain mitigation measures, including battery backup and customer credits for outages, a condition similar to Connecticut to honor existing agreements, and a condition similar to New York for no hidden fees.

In New York, the Public Service Commission (PSC) approved the transaction in March 2026 after Charter made the following commitments, including an investment of at least $100 million to upgrade its network capability to 1-gigabit internet service (both upload and download) throughout its New York service territory, to replace at least 500 outdoor Wi-Fi access points in the state to which it will offer free, noncustomer access, and to fund digital inclusion and community initiatives.

Charter must also invest $3 million to bring broadband service to unserved shelter locations and make commitments concerning consumer protection, broadband affordability, digital inclusion and community investment, employment, workforce development, service quality, and nondiscrimination.

Connecticut’s Public Utilities Regulatory Authority likewise approved the transaction weeks prior to the New York PSC, following a settlement among Charter, Cox, the Connecticut attorney general, and the Office of Consumer Counsel. The settlement included consumer protections addressing service, costs, and outage response, as well as a commitment to maintain the combined company’s headquarters in Stamford for at least five years.

CONSIDERATIONS FOR FUTURE DEALS

The Charter/Cox deal suggests several considerations for parties who are evaluating future communications-sector transactions.

Federal antitrust review and communications regulation remain distinct processes.

The transaction did not result in a DOJ Second Request investigation despite its multibillion-dollar deal size and the lengthy reviews from communications regulators. The extent of actual or potential competitive overlap under traditional theories of antitrust harm remains an important consideration in federal merger review. Even when federal antitrust agencies do not issue a Second Request, the one-year period in which parties must close a transaction following expiration or termination of the HSR waiting period remains an important timing consideration.

FCC review prioritizes ex ante voluntary commitments.

The current trend at the FCC is to encourage parties to make voluntary commitments in negotiated processes rather than impose conditions on the back end. The Charter/Cox deal illustrated this trend.

State Public Utility Commission (PUC) review, particularly in California, can be more complex and time intensive than anticipated.

State PUCs exercise extensive oversight and authority over subject transactions and seek to impose consumer and service-related conditions, which may impact commitments the FCC wants parties to make. Certain state PUCs may assess conditions imposed and actions taken by other state PUCs and implement similar conditions and actions to prevent disadvantage to the respective state.

Given the extended timeline associated with state reviews, it is recommended that parties provide ample time in transaction agreements for state review processes to be completed. As seen in California transaction advocacy, the one-year period in which closing must occur after HSR expiration can often be a time management tool that parties use to encourage state regulators to expedite proceedings.