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Cable Magnate John Malone, Shareholders Avoid Billions in U.S. Taxes Exploiting Inversion Loopholes

Phillip Dampier November 3, 2014 Consumer News, Liberty/UPC, Public Policy & Gov't 1 Comment


Cable magnate John Malone has rarely had it this good at the expense of the U.S. Treasury. Using his vast wealth to hire some of the smartest tax advisers in the country, he has personally avoided hundreds of millions in U.S. taxes and shared the benefits of his tax tips with shareholders, who collectively stiffed the tax man out of more than a billion dollars in 2013.

As the Obama Administration fights with Republicans in Congress to close the loopholes, corporate executives and fellow billionaires routinely engage in tax avoidance schemes that shift their tax burden to ordinary Americans that cover the difference in the form of service cuts or higher taxes and fees to offset the lost revenue.

In 2013, Malone jumped on the “inversion” bandwagon, shifting the corporate address of Liberty Global, Inc. from Colorado to London, largely out of reach of the Internal Revenue Service.

Bloomberg News detailed Malone’s exploits over decades of “rich get richer” deals and the consequences of loopholes unavailable to most Americans that stay in the tax code at the behest of those who directly benefit from them.

Malone is fiercely protective of his $7.5 billion net worth, structuring investments, tax shelters, and end runs around tax laws in ways that often leave him with no tax liability at all.

dictionaryinversionsNot everyone can afford to move their assets overseas or set up complicated charitable trusts to shelter income, but the enormously wealthy Malone can. He recently passed Ted Turner as America’s biggest private landowner, owning 2.2 million acres of property in the United States, including more than 5% of the state of Maine.

Malone spreads his vast wealth around — owning stakes in Liberty Media, Liberty Global, and Liberty Interactive, as well as pieces of News Corp., Viacom, Time Warner, Inc., QVC, Discovery Communications, the old Court TV, DirecTV, SiriusXM satellite radio, Barnes & Noble, and Expedia.com.

Malone’s influence over the U.S. tax code comes in part from his advocacy work as an unpaid director at the Cato Institute, a Libertarian think tank that lobbies Washington hard for lower taxes and deregulation.

Malone’s personal tax code is to avoid taxes at all costs and, where possible, let someone else pick up the tab.

Malone’s baseball team, the Atlanta Braves, was instrumental as part of Liberty Media’s deal to cash out its stake in Time Warner without paying a dime in capital gains tax. Malone walked away with $1.4 billion in tax-free cash and ownership of the baseball team. Atlanta taxpayers will be responsible for more than $300 million in costs to build the Braves a brand new stadium in the Atlanta suburbs.

SiriusXM satellite radio subscribers were notified this week of the latest rate increase, due by the end of this year.

What they may not know is Malone’s Liberty Media now owns and controls the satellite radio venture. In 2009, Malone invested $530 million in the struggling operation. But he also gained the benefits of SiriusXM’s $6 billion in tax losses that Malone used to offset taxes on Liberty’s future profits. As a fringe benefit, Malone has also boosted revenue by imposing regular rate hikes on SiriusXM customers.

Like many U.S. corporations, Malone’s various Liberty ventures store massive amounts of cash in offshore bank accounts, avoiding U.S. taxes. When Liberty contemplated tapping that offshore cash, it faced a U.S. corporate tax rate of 35 percent. So Liberty joined more than a dozen other U.S. corporations relocating overseas, avoid corporate taxes back home.

Tax-Avoidance-600x400Although the corporation escapes a tax bill, shareholders usually do not, subject to tax for shares converted from the old U.S.-based company to the new overseas entity. Faced with owing capital gains taxes at a rate of 23.8 percent, the day before the inversion was announced, Malone transferred almost $600 million of his shares to the Malone-controlled, tax exempt LG 2013 Charitable Remainder Unitrust, avoiding much of the tax. Not satisfied with the fact he still would owe tax on the remaining $260 million of his personal stake in Liberty, the company hired Shearman & Sterling LLP to devise a strategy to get Malone (and shareholders) off the hook for any tax liability.

They found one, turning the government’s own efforts to plug tax loopholes against itself, manufacturing income that would not only satisfy the IRS’ recently hardened rules, but also let Malone & Co. escape any British tax liabilities in their new home.

“Malone threw a multi-billion dollar left hook at the Treasury Department,” said Samuel C. Thompson, a law professor at Pennsylvania State University. “They didn’t see it coming.”

As has been so often the case, the IRS eventually closed the loophole, but only after Malone exploited it.

Malone’s defenders point out all of his creative tax strategies are perfectly legal, and he is only taking advantage of existing U.S. tax laws. Detractors note America’s wealthy and powerful have exercised disproportionate influence over how those laws are written, usually through well-funded think tanks, lobbying firms, and anti-tax astroturf efforts. Most Americans lack the resources to take advantage of loopholes and benefits that require sophisticated advisers prepared to withstand any scrutiny from the IRS.

An emboldened Liberty Global is even willing to publicly signal its next tax avoidance measure.

In a filing last April, Liberty disclosed that a U.S. subsidiary will pay at least $7 billion in tax-deductible interest to its new UK parent over the next decade. Such payments are known to tax lawyers as “earnings stripping,” because the big interest deductions strip profits out of the U.S., thus cutting any U.S. tax obligation.

The practice has become so common among inverted companies headquartered overseas, Democratic Sens. Charles Schumer and Richard Durbin authored a bill to ban the practice. It has gone nowhere in the legislature because of objections raised primarily by Republicans, who characterize loophole closing measures as disguised “tax increases” on business.

What is Malone doing with all the money he has successfully kept out of the hands of the U.S. Treasury? He bought an Irish castle and three major Irish hotel properties. He did it using a capital gains tax holiday offered by Ireland’s government to wealthy investors willing to buy Irish real estate and retain ownership for a minimum of seven years.

Vodafone Exploring Buyout of Liberty Global; Malone’s Big Plan for Cable Consolidation At Risk

Phillip Dampier September 16, 2014 Competition, Consumer News, Liberty/UPC, Vodafone (UK), Wireless Broadband Comments Off on Vodafone Exploring Buyout of Liberty Global; Malone’s Big Plan for Cable Consolidation At Risk
Merger Partner?

The new owner of John Malone’s cable empire?

John Malone’s big plan for consolidating the cable industry might never see the light of day if one of the world’s largest mobile operators buys the company out from under him.

Bloomberg News is reporting Vodafone is exploring an acquisition of Liberty Global, Europe’s largest cable conglomerate.

Vodafone CEO Vittorio Colao said John Malone’s European cable empire could be a good fit for the wireless provider assuming it is for sale “for the right price.”

Liberty owns cable operators in 12 European countries including Germany, Great Britain and the Netherlands. It also own a minority share of Charter Communications in the United States and controls Sirius/XM satellite radio.

Vodafone has recently been on a buying spree in Europe, mostly using the proceeds from the sale of its minority interest in Verizon Wireless. Vodafone has bought cable companies in Spain and Germany and is looking to acquire more “fixed networks” to offload mobile traffic.

Vodafone representatives denied there was any immediate interest in a deal with Liberty, but Wall Street analysts debated the prospects of a deal nonetheless. Vodafone’s operations are larger than Liberty’s in Europe, so the wireless provider has the resources to make the deal happen if it so chooses.

But Vodafone itself may be an acquisition target. Some analysts predict AT&T will make a bid to takeover the mobile operator after it completes its acquisition of DirecTV.

Britain’s ITV May Be Sold to U.S. Cable/Entertainment Conglomerate, John Malone, or Even Comcast

Phillip Dampier September 4, 2014 Comcast/Xfinity, Competition, Consumer News, Liberty/UPC, Online Video Comments Off on Britain’s ITV May Be Sold to U.S. Cable/Entertainment Conglomerate, John Malone, or Even Comcast

itvIndependent television in Great Britain may soon be in the hands of U.S. citizen John Malone, former cable magnate and head of the giant Liberty Global cable and entertainment conglomerate that has swept across western Europe through a series of mergers and buyouts.

Deregulation has allowed the prospect of Britain’s biggest independent network, dwarfed only by the BBC, to soon be owned lock, stock, and barrel by Americans.

U.S. media conglomerates have already picked up the smaller Channel 5 network, purchased by Viacom in a surprise $757 million deal.

ITV produces an enormous number of television shows for its network of regional independent television stations across England, Scotland, Wales, and Northern Ireland. It is these productions that are attracting attention from content-hungry U.S. media companies.

Liberty Global logo 2012John Malone’s Liberty Global is seen as a leading contender, already owning a 6.4% stake in ITV acquired from BSkyB for $824 million. Liberty Global and Discovery Networks have maintained close association and jointly bid $930 million to acquire All3Media, the production arm of reality shows like “Undercover Boss.”

ITV’s own needs for programming have increased dramatically with the introduction of digital free-to-air television across the United Kingdom. ITV’s single network, operating for decades, is today accompanied by ITV 2, 3, 4, Citv, and Encore.

Malone hopes to build a European media empire, and has amassed holdings including a takeover of Virgin Media and cable systems in Germany and the Benelux region.

Malone has wooed some of ITV’s biggest investors — all American — including Fidelity, which has a nearly an 8% stake, BlackRock, with 4.9%, and the California hedge fund manager Brandes, which has 4.8%.

Malone may face other bidders, however, notably Comcast-NBCUniversal, which has not yet publicly revealed whether it is interested or not.

Another potential benefit of the transaction would be to allow its American buyer to avoid U.S. taxes by relocating their corporate headquarters to Great Britain in a controversial practice known as tax-inversion.

Approving Comcast-Time Warner Cable Merger Opens the Door for Massive Cable Consolidation

Liberty Global logo 2012Although Charter Communications did not succeed in its bid to assume control of Time Warner Cable, it isn’t crying about its loss to Comcast either.

Greg Maffei, president and CEO of Liberty Media Corp., which has very close ties to John Malone, former cable magnate, says if the merger between Comcast and Time Warner Cable is approved, it will start a race to merge the rest of the cable industry into just a handful of cable operators serving almost the entire country.

Comcast’s argument is that since it does not compete with Time Warner Cable, there are no antitrust or anti-competitive reasons why it should not be allowed to buy Time Warner Cable. If state and federal regulators believe that, nothing precludes a company like Charter (Liberty has an ownership interest in the cable company) snapping up every other cable operator in the country. In fact, Charter has signaled consolidation is precisely its intention, alerting investors it intends to play a very aggressive role in mergers and acquisitions once it sees what regulators feel about the Comcast-Time Warner deal.

Likely targets for Charter include:

  • Atlantic Broadband
  • CableONE
  • Cablevision
  • Mediacom
  • Midcontinent Communications

Cox remains privately held and Bright House Networks is tied up in contractual obligations with Time Warner Cable.

Greg Maffei, president and chief executive officer of Liberty Media Corp., talks about the outlook for Charter Communications Inc. and the cable industry. Speaking with Betty Liu on Bloomberg Television’s “In the Loop,” Maffei also discusses the decision by Rupert Murdoch’s 21st Century Fox Inc. to withdraw its $75 billion takeover bid for Time Warner Inc. (5:40)

Liberty Media Loses Interest in Sirius/XM; Turns Focus to Consolidating U.S. Cable Industry Instead

Phillip Dampier March 18, 2014 Competition, Consumer News, Liberty/UPC Comments Off on Liberty Media Loses Interest in Sirius/XM; Turns Focus to Consolidating U.S. Cable Industry Instead
Liberty Global logo 2012

Liberty Media is building an acquisition fund.

John Malone’s Liberty Media has lost interest in acquiring full ownership of satellite radio provider Sirius/XM as it turns its attention to re-entering the U.S. cable industry.

Malone’s company has a 53% controlling interest in the satellite radio service but had announced its intention to acquire 100% of the $23 billion venture. Analysts predicted Liberty planned to use Sirius/XM as an integral asset to help acquire financing to buy Time Warner Cable. But after Comcast suddenly announced its intention to acquire its fellow cable operator, Malone has decided he needed a bigger, more stable presence in the cable industry.

Liberty Media will create two new tracking stock groups for its interests — Liberty Media Group and Liberty Broadband Group. Liberty Media will hold Sirius/XM and a range of Liberty-controlled content companies. Liberty Broadband will be the new home for Liberty’s 25% ownership interest in Charter Communications as well as its future cable-related transactions.

Liberty Broadband Group is expected to start with more than $3 billion it can spend to acquire other cable operators, but analysts expect that amount to grow exponentially as investors seek financial opportunities from Malone’s efforts to consolidate the U.S. cable industry into three or four companies. Malone will need a large acquisition fund to target operators including Cox Communications, Cablevision, SuddenLink, Cable ONE, Mediacom, and other smaller companies.

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