After the huge deal between DirecTV and AT&T has died down from the airwaves, folks coast to coast are asking why Charter is making an aggressive offer for Time Warner Cable even when Comcast spectacularly failed just months ago with a humiliating defeat at the hands of the FCC’s chairman Tom Wheeler.

After months of rumors, this morning it became official: Charter plans to step in where Comcast failed, with a $55 billion plan to acquire Time Warner Cable. Regulators looked unfavorably on Comcast’s bid, finding it would have too many negative effects on consumers and on competition. But Charter clearly would not be trying its own takeover, with such a huge price tag, if they didn’t think they stood a good chance of success. So what makes the second offer so different from the first — and is it any more likely to succeed?

Charter CEO Tom Rutledge said in a call this morning, “We’re a very different company than Comcast, and this is a very different transaction,” which is true.

“Different,” of course, does not necessarily mean “better.” Advocacy group Free Press, for example, has already released a statement saying that the Charter/TWC deal raises “similar public interest concerns” to the failed Comcast purchase, and adding, “Charter will have a tough time making a credible argument that consolidating local monopoly power on a nationwide basis will benefit consumers.”

But a few big differences, in this case, might just add up to “acceptable” in the eyes of the FCC and Department of Justice.

The Comcast Question

To understand where the cable industry is going, one first needs to understand where it is right now. In business, size matters. As of their latest earnings reports (except for Cox, which is privately held), here’s where the landscape lies today:

Comcast: 22.3 million customers
Time Warner Cable: 11.9 million customers
Cox: about 6 million customers
Charter: 5.9 million customers
Cablevision: 3.1 million customers
Bright House: 2.5 million customers

Had Comcast and Time Warner Cable merged and completed their three-way customer handoff, new-Comcast would have remained the industry leader with 30 million customers and Charter, through GreatLand, would have picked up an extra 2.5 million.

But of course, that didn’t happen. This merger, however, might. Charter’s arithmetic, which includes business customers, says that the transaction will give the new Charter a combined 23.9 million customers in 41 states.

Even using the residential customer numbers above, however, the combined company would easily have over 20 million customers. And either way you shake it, that puts them right in a competitive 1-2 situation with our existing dominant player, Comcast. If the TWC and Bright House acquisitions go through without spin-offs or concessions, that would make the new cable landscape look like fairly stronger in Comcast’s favor.

Charter’s reasons for wanting to spend a ludicrous amount of money on this deal, then, are pretty clear cut. The new company would vault from the middle of the pack to the head, suddenly becoming a force to contend with. The only company larger would be the still-pending merged AT&T/DirecTV — and they would exceed Charter in video customers, but not broadband ones.

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