Feb 13, 2014 2 min read

Comcast, the nation’s largest cable operator, wants to get even larger.

Already the dominant player in providing pay television services to U.S. consumers, Comcast announced Thursday a deal for Time Warner Cable’s boards, which will create a behemoth that will dominate the media industry.

It is the second transformative deal for Comcast in recent years, coming just months after it completed an acquisition of NBC Universal, the TV and movie studio. And the deal, if completed, could affect consumers across the country, although it is unlikely to reduce competition in many markets.

Describing the deal as “a friendly, stock-for-stock transaction,” Comcast will acquire 100 percent of Time Warner Cable’s 284.9 million shares outstanding, in a deal worth about $45.2 billion in stock value.

The deal will leave Time Warner Cable shareholders owning about 23 percent of Comcast’s common stock.

“The financial benefits of this are attractive and will create sustainable benefits for years to come,” Comcast’s chief executive, Brian Roberts, said on a conference call Thursday.

Comcast is also expanding its share repurchase program to $10 billion, a move that will somewhat offset the dilution from issuing so many new shares as part of the deal.

Comcast and Time Warner Cable do not overlap in any markets, meaning there are no consumers who will see their choices in cable operators diminished as a result of a deal.

“We do not operate in any of the same ZIP codes,” Roberts said. “We believe this transaction is approvable. It is pro-consumer, pro-competitive and strongly in the public interest.”

Nonetheless, about 8 million current Time Warner Cable customers will become Comcast customers. That may be a good thing for those customers, as Comcast is seen as an industry leader in terms of providing high-quality television and Internet services, while Time Warner Cable has a reputation for poor customer service.

Time Warner Cable executives said the move would benefit its customers.

“On a personal level, it’s never easy to cede control of a company,” said Rob Marcus, Time Warner Cable’s chief executive. “However in this case, it just makes too much sense.”

The merger agreement between Comcast and Time Warner Cable also is subject to shareholder approval at both companies. The companies said the deal was expected to close by the end of the year.