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FCC Gives Quick Approval of TV Station Sale That Could Speed AT&T-Time Warner Merger

REUTERS/Brendan McDermid

WASHINGTON (Reuters) – The U.S. Federal Communications Commission said on Monday it approved Time Warner Inc’s sale of a broadcast station in Atlanta to Meredith Corp, a transaction that could help speed Time Warner’s planned merger with AT&T Inc.

In January, AT&T said it expected to be able to bypass the FCC in its planned $85.4 billion acquisition of Time Warner because it would not seek to transfer any significant Time Warner licenses.

FCC Chairman Ajit Pai said previously he did not plan to use the proposed TV station license transfer as a way to examine the AT&T-Time Warner merger. About a dozen senators had urged him to review the deal.

The station that Time Warner is selling, WPCH-TV, for $70 million, is its only FCC-regulated broadcast station. It has other, more minor FCC licenses.

Meredith has operated WPCH-TV for Time Warner since 2011. It was previously known as WTBS. The station is no longer considered a superstation in the United States, after Turner Broadcasting System created a new national network it dubbed TBS. WTBS changed its over-the-air call letters to WPCH, rebranded as “Peachtree TV,” and is considered an independent television station airing off-network sitcoms and dramas. However, WPCH is still widely seen across Canada, where it remains a “superstation” after Canadian regulators refused to allow Canadian providers to carry Turner’s TBS network.

WPCH-TV, an independent TV station in Atlanta, dubs itself as “Peachtree TV.”

In a statement on Monday, Meredith said it was pleased the FCC approved the application and that it anticipated “moving forward expeditiously to close this deal.”

The company said in February it expected to close on the sale by June 30 and that the deal would not have a material impact on its results.

Time Warner did not immediately comment on the FCC approval.

The Justice Department has to prove a proposed deal harms competition in order to block it. The FCC has broad leeway to block a merger it deems is not in the “public interest” and can impose additional conditions.

AT&T Chief Executive Randall Stephenson told CNBC in February the Justice Department review was ongoing and he thought the deal would close by the end of the year.

“It’s a clean transaction,” he said.

(Reporting by David Shepardson; Additional reporting by Stop the Cap!/Phillip Dampier.)

Drahi’s Acquisition Quest ’17 – Altice Could Seek Up to 30% Of U.S. Telecom Market

Patrick Drahi

“If he can succeed with a corporate-friendly Trump Administration and his lackey Republican legislators and regulators, Patrick Drahi’s Altice could seek to own or control up to 30% of the American telecoms market,” said A.W. Dewalle, a researcher studying Altice’s unprecedented acquisition-frenzy across the world’s telecommunications marketplace. “His IPO in the land of Uncle Sam is just the first shot and it will make a lot of executives very rich and consolidate America’s cable industry.”

Wall Street banks are clamoring for a piece of Altice’s initial public offering, announced this week. The big winners, who will split substantial fees paid to advise Altice USA, are Goldman Sachs, JP Morgan, Morgan Stanley and Citi. The IPO will allow the Drahi-controlled Altice USA to raise money for further acquisitions in the United States and to potentially restructure its existing debt, run up acquiring Cablevision and Suddenlink.

Reuters reported that Drahi’s biggest U.S. shareholders — BC Partners and the Canadian Pension Plan Investment Board will use the IPO as an opportunity to sell some of their combined 30% stake in Altice USA, giving Drahi further assurance he will stay firmly in control of the American operation as he takes on new investors.

Les Echos reports Drahi’s pattern is a familiar one for a man in a hurry to take a much bigger stake in the American telecom market, where profits are high and competition is relatively low. By raising additional funds, Altice USA can show financial strength as it appeals to bankers to loan it the billions in will need to acquire existing cable (and potentially phone) companies. If Altice uses some of the money to repay its existing $20 billion U.S. debt, that could also win the company favorable interest rates on its future loan portfolio.

Drahi is an acquisition specialist, having bought more than 30 companies to add to his Altice portfolio since its start in 2002. Low interest rates, favorable banking terms and corporate deregulation have fueled the shopping spree. With the election of Donald Trump in the U.S., Altice is convinced the sky is the limit when it comes to mergers and acquisitions.

“Everything about his government and the people he has put in place at regulatory agencies says deregulation, ‘laissez-faire,’ and consumers beware,” said Dewalle, a point echoed in part by the Financial Times.

The election of Donald Trump has lifted expectations among chief executives that it will be easier to consolidate companies in the telecoms, media and technology (TMT) sector, as the Republican president has a more laissez-faire approach towards competition. Many media and telecom players are under pressure to boost margins and find new growth avenues, while facing declining sales, according to a senior banker in the industry. “M&A might be the only option for many companies in this sector and Altice will certainly try to play a big role in this,” said [one] banker.

Altice is already laying the public relations groundwork to convince skeptical legislators and regulators that an Altice buyout is not bad news for customers. Altice is spending millions to scrap Cablevision’s existing hybrid coax-fiber network for a 100% fiber to the home replacement. Other upgrades are also ongoing across Suddenlink’s footprint.

Because the American telecom marketplace is not nearly as competitive as the one Altice faces in Europe, Americans are accustomed to paying for broadband and television services at prices that would be scandalous in France. The excess profits earned in America can help Altice finance fiber upgrades in its more competitive European markets. Altice confirmed this week it planned to invest more in 4G wireless upgrades for its SFR division in France and will cover 22 million French homes with fiber to the home service by 2022 and 5.3 million homes in Portugal by 2020.

How big will Mr. Drahi seek to get in the United States? He testified before the Economic Affairs Committee of the French Senate last June, telling legislators he owns or controls about one-third of the French telecom market. In the United States, he controls just 2%, leaving plenty of room to grow.

French business experts predict Drahi will initially seek to sweep up the remaining independent cable operators in the States into the Altice empire before turning attention to a big player like Comcast or Charter Communications, the largest and second-largest American cable operator respectively. Publicly traded companies like Cable ONE would be the first prime targets for an Altice buyout. But Drahi could also repeat his Cablevision acquisition by offering a premium price for privately held operators like Cox Communications, which has a presence in larger cities, and Mediacom — which provides service in 23 states and has a big presence in the midwest.

Most of the rest of America’s independent cable operators are small, regional operations serving smaller communities. Drahi has his choice of these kinds of operators that include Adams Cable, Armstrong, Atlantic Broadband (owned by Canada’s Cogeco), Blue Ridge Communications, Buckeye Broadband, Hargray, Midco, Northland, Service Electric, TruVista, Wave Broadband (exploring a sale), and WOW, among others.

Thus far, Drahi has not shown much interest in acquiring telephone companies, so analysts expect him to confine his acquisitions to the cable business. Even if Drahi acquires a substantial cable portfolio in the United States, he will argue he still faces competition from telephone companies in those same service areas. What Drahi won’t do is compete from the ground up by building a competitive cable system to face off against a firmly entrenched American duopoly.

“That would be bad for business,” said Dewalle.

Fox-Charter Showdown — Charter/Spectrum Customers Could Lose Fox Nets Wednesday

Phillip Dampier April 11, 2017 Charter Spectrum, Consumer News, Video 1 Comment

Every week brings the threat of yet another programming blackout because cable programmers want to be paid more and cable operators want to pay the same or less. This time, Fox Networks Group has sent a final warning to Charter Communications that their customers will lose several cable networks as soon as Wednesday if the two companies cannot reach a renewal agreement.

“Fox and Charter have an agreement to carry the Fox networks that Charter has chosen to ignore,” Fox said in a statement that was updated today. “We’re disappointed that despite our best efforts to reach a resolution, Charter Spectrum subscribers could lose access to multiple Fox sports and entertainment networks on April 12.”

The latest dispute surrounds the lucrative volume discounts that Time Warner Cable formerly negotiated for some of Fox’s non-news-related cable networks. Charter Communications acquired both Time Warner Cable and Bright House Networks to secure those kinds of volume discounts for itself. In general, the larger a cable system is, the lower the wholesale rate charged for cable programming. Charter hoped it could continue paying the lower rates Time Warner Cable managed to secure after acquiring the much larger cable system. But cable programmers are not buying Charter’s approach and in one case sued.

In March, Univision blocked Charter from carrying its Spanish-language networks Univision, Unimás, Galavisión, Univision Deportes and El Rey in a similar dispute. A temporary restraining order brought the networks back to the lineup a day later, at least temporarily. Univision sued Charter Communications in 2016 over the programming fee dispute.

A significant amount of money is at stake depending on which side ultimately wins in court.

In the case of Univision, Charter’s own contract with the Spanish language programmer expired on June 30, 2016. That would normally require Charter to negotiate a contract renewal that it knew would be more costly than what it paid under the old contract. Charter learned Time Warner Cable had negotiated a contract with Univision that delivered better volume discounts and was not set to expire until June 2022.

To allow Charter Communications to argue that Time Warner Cable’s contract should continue to apply after the merger, it structured its acquisition (on paper at least) to allow Charter to claim Time Warner Cable would continue to manage all of its cable systems. Charter’s lawyers argued that because “Time Warner Cable” is in charge, the wholesale rates Time Warner Cable negotiated should now apply to all Charter systems.

Univision, among other programmers, balked at Charter’s creative thinking.

“Everyone knows that is simply not true: the longstanding CEO and the senior executive team of Charter, as well as its pre-existing board of directors, now in fact manage and control all such cable systems, and virtually the entire TWC leadership team has departed,” Univision argued in its 2016 lawsuit.

If the programmers win, Charter will have to negotiate new carriage agreements at 2017 prices instead of continuing to pay the lower rates Time Warner Cable won for itself in the past.

A similar dispute is likely behind the current battle between Charter and Fox. Each time a cable company has to negotiate a new contract, programmers tend to ask for a considerably higher wholesale price for their channels and try to get cable systems to also carry their other networks. When a cable operator refuses to pay what it considers to be an unconscionable renewal rate or does not want to carry the programmer’s other networks, a showdown takes place that often leads to channels being temporarily removed from the lineup. Cable companies usually lose these battles after subscribers get hostile, but some smaller cable operators have walked away from programmers like Viacom for good when the renewal price stayed too high.

As is the tradition in these disputes, Fox launched a website and social media blitz to warn Charter customers they are about to lose access to 19 regional sports channels, FX, FXX, FOX Movie Channel, National Geographic TV, Fox Sports and Fox Deportes and asked customers to start calling Charter and complain. The current dispute does not involve the FOX (TV) Network, the Fox News Channel or the Fox Business Channel.

“We’re disappointed that despite our best efforts to reach a resolution, Charter Spectrum subscribers could lose access to multiple Fox sports and entertainment networks on April 12,” FOX wrote on its website. “Charter’s tactics could result in its subscribers missing our popular programming including Fox Sports’ telecasts of the St. Louis Cardinals and Blues, Kansas City Royals, Cleveland Cavaliers, Cincinnati Reds and many other MLB, NBA and NHL teams on Fox Regional Sports Networks, Fox Deportes, National Geographic, and FX’s hit dramas The Americans and Feud as well as much more award winning programming.”

“Fox is trying to gouge our customers using the increasingly common tactic of threats and removal of programming,” Charter responded in a statement. “They are attempting to extort Charter for hundreds of millions of dollars. We will continue to work towards a fair agreement.”

Fox Networks is using this ad to warn Charter Spectrum customers they could lose Fox programming. (0:30)

FCC Reverses Merger Condition Requiring Charter to Overbuild to Compete

Reuters is reporting the Republican-dominated Federal Communications Commission has reversed a pro-consumer mandate requiring Charter to overbuild at least one million homes to offer competitive internet service. The requirement was imposed on Charter Communications as part of the FCC’s approval of its merger deal with Time Warner Cable and Bright House Networks in 2016.

The overbuild requirement would have forced Charter to directly compete with incumbent phone and/or cable operators in areas where only one provider now offers service.

Pai

The petition to repeal the condition was personally circulated by FCC chairman Ajit Pai who didn’t feel the FCC should mandate cable companies to compete as part of a merger approval.

Former FCC chairman Thomas Wheeler pushed for the requirement, noting that Charter’s merger offered an opportunity to incorporate pro-consumer deal conditions like increased competition. The overbuild requirement would have required Charter to expand its cable service in areas where only telephone company DSL was available or give an opportunity for consumers to have a choice of cable operators. Pai’s effort gives Charter a big break, now only requiring the company to offer high-speed internet as a de facto monopoly to two million new customers where no internet service currently exists.

It also represents a gift to small independent cable operators and their lobbying arm, the American Cable Association, who feared the overbuild requirement would bring Charter into their service areas as an unwelcome competitor that would have “devastating effects on the smaller broadband providers Charter will overbuild” and could put them out of business.

The Competitive Enterprise Institute has its own pending filing asking the FCC to eliminate other deal conditions, including a prohibition on data caps Charter must adhere to for up to seven years.

Wide Open West Will Be Wide Open to Merger/Takeover After Launching IPO

Phillip Dampier March 27, 2017 Competition, Consumer News, Editorial & Site News, WOW! 1 Comment

One of America’s handful of cable overbuilders that provide competing cable television service will be ripe for an acquisition or merger after launching an initial public offering that could raise as much as $750 million and make them a juicy target for a takeover.

WideOpenWest, which customers know better as WOW!, provides almost a half-million customers in Alabama, Florida, Georgia, Illinois, Indiana, Maryland, Michigan, Ohio, South Carolina and Tennessee with a choice of a second cable company. It has consistently won reasonably high scores in ratings issued by Consumer Reports and often offers better speed and service than incumbent providers. WOW has been quietly and slowly expanding service, but in the last two years has attracted the interest of private equity firms and Wall Street banks. One of those equity firms — Crestview Partners, invested $125 million in WOW 18 months ago. UBS Investment Bank and Credit Suisse have teamed up to manage the IPO.

Jeff Marcus, who also happens to be a partner in Crestview, has been named chairman of WOW. Avista Capital Partners still owns almost 60% of the company.

By entering the public market, WOW could quickly come under pressure from Wall Street analysts to get out of the cable business by selling the company and profiting investors. The drumbeat for mergers and acquisitions has only intensified with a corporate-friendly Trump Administration that has sought to appoint “hands-off” regulators at the FCC and Justice Department. There are several likely buyers — the various cable companies that face direct competition from WOW and would like shut the company down and upstarts like Altice, which has targeted smaller cable operators like Cablevision and Suddenlink.

Marcus has telegraphed he is isn’t in a hurry to spend investors’ money, which could leave WOW flush with cash, something else attractive in a takeover. Multichannel News reports that one of WOW’s “main directives” would be to offer “video, voice, and data services in packages that consumers want,” — hardly a revolutionary concept. In a July interview, Marcus made it clear there was ‘no burning need to increase scale.’ That tells would-be buyers the company hasn’t any immediate plans to spend a lot of money or expand service, things that could drive away some buyers.

“It’s all opportunistic,” Marcus said. “When I started Marcus Cable with 18,000 subscribers, I had no idea that it would get to 1.3 million. One thing led to another and we took advantage of opportunities as they presented themselves. I think that’s what is going to happen here.“

A wealth opportunity for Marcus would be collecting significant proceeds selling the operation. There is a good chance WOW will either buy other companies or be bought itself as the cable industry consolidation wave continues. Other operators about its size — Cable ONE and until recently NewWave Communications, have been considered takeover targets for years. NewWave was acquired by CableONE in January for $735 million in cash, coincidentally slightly less than the potential upper limit of WOW’s proceeds from an IPO.

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  • Sam: Hello, I'm Thomas Rutledge CEO Of Charter Cable. My Shareholders in NYC-NJ are on strike. I'm made a whopping $98.5 million dollars. My Union IBEW 3 S...
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  • Tony: Time Warner/ Spectrum would shut off my service , kept billing me ,, I called to ask why and they said they wouldn't stop billing me the full monthly ...
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