Malone

The Economist reports Charter Communications’ acquisition of Time Warner Cable and Bright House Networks has been structured so that “it should pay no tax for several years, at least.”

The merger deal, which intimately involves John Malone, the boss of Liberty Media — a cable and media conglomerate, has all the hallmarks of a classic Malone-inspired deal: complex ownership structures, high debt levels, assiduous tax planning and a refusal to overpay.

Unlike many other dealmakers, Malone seems to want to avoid the spotlight. His firm Liberty Media is Charter’s biggest single investor and will kick in at least $5 billion in Charter stock purchases to help consummate the transaction, which will be handled primarily by Charter’s management.

The deal comes at Malone’s insistence the American cable landscape must be consolidated into just 2-3 large companies. For now, he is content standing aside while the public faces of the merger are Charter’s CEO Thomas Rutledge and Time Warner Cable’s Rob Marcus. (Bright House Networks is also a part of the transaction but has been completely overshadowed by its larger deal partners.)

While coverage of the transaction has been relegated to the Business section of newspapers and has evoked shrugs from American reporters, The Economist calls it nothing short of an extraordinary landmark.

“The boss of Liberty, a cable and media conglomerate, he has struck more deals than perhaps any other tycoon in the world—buying and selling hundreds of firms worth over $100 billion since the 1970s, often negotiating on his own, using calculations that fit on a napkin,” said the publication. “Unusually for an empire-builder he has made his investors a ton of money, and has little interest in the public eye.”

While Malone is hardly a household name, he could soon be at the center of the sixth largest corporate takeover in U.S. history and make him the world’s unparalleled media baron, controlling an empire three times the size of Rupert Murdoch’s media ventures. While Comcast will remain America’s largest single cable operator, Malone’s Liberty Media will dwarf Comcast globally with more than 75 million cable customers around the world.

Malone does not share the concerns of some Time Warner Cable and Charter investors that the merger will generate a “staggering” $66 billion in debt from day one, initially loaned from Wall Street investment banks. The Economist notes Malone seems to be violating his own rule to never overpay in a deal. In the British financial press, Charter’s deal for Time Warner Cable and Bright House does not pass Malone’s own smell test.

“At 9.1 times gross operating profits he is paying at least a fifth more for TWC than he typically does,” says the newspaper. “He is offering 23% more for it than Comcast did in its bid last year, which was scuppered by antitrust regulators. Based on last year’s cash-flow figures the deal will make a pitiful 5.6% return on capital, assuming no tax is paid. Like most cable firms TWC has a stagnant top line, with growing broadband sales being offset by declining TV and telephony revenues. So fast growth will not bail out Mr Malone.”

So where does The Economist believe John Malone will make his killing? From captive customers and suppliers, of course.

“The most obvious explanation is that Mr. Malone thinks the world has not changed much since the 1990s and that the cable industry remains a collection of local monopolies from which ever more juicy profits can be squeezed,” says The Economist. “America’s cable firms have poor service and high prices: the average Charter customer pays at least 50% more per month than one of Mr Malone’s customers in Britain or the Netherlands. In Europe cable firms face tough competition in broadband from telecoms operators; in America the telecoms firms have rolled out fixed-line broadband to perhaps just half of homes or fewer.”

The Economist suspects Malone’s new cable empire will follow Europe and be less dependent on flogging costly bundles of unwanted television channels to reluctant punters. Instead, it’s all about broadband and the platform it represents to obtain a range of video services that replace traditional cable television. But Malone’s future vision almost certainly includes a wireless mobile component, which means Americans should not be surprised to see the tycoon attempt to acquire a large mobile company, even one as large as AT&T, on which he can sell video and other telecom services. That is precisely what he is doing today in Europe.

Signing a three year contract usually meant a cheaper device.

Canadians still stuck on an old three-year wireless contract may be able to leave their current carrier penalty-free as soon as June 3rd as the Canadian Radio-television and Telecommunications Commission’s (CRTC) deadline on lengthy wireless contracts takes full effect this Sunday.

In June 2013, the CRTC banned three-year cell phone contracts in its wireless code to give customers a chance to switch providers more often without an expensive early termination fee to deter them. The commission set a two-year transition period which will end June 3.

But it turns out wireless carriers have not made the process of leaving penalty-free easy and the Commissioner for Complaints for Telecommunications Services (CCTS) expects the ombuds office will be forced to intervene on behalf of consumers. Some providers have applied creative interpretations of the wireless code the industry earlier sued to block on the grounds it created retroactive interference with contractual rights. The Federal Court of Appeal dismissed the wireless industry’s lawsuit last week. The CCTS is notifying providers what it expects from them.

There are two primary groups of customers affected by the June 3rd deadline:

• Those who signed a three-year contract before June 3, 2013:

These customers will see their three-year contracts cut to two years, and all will expire June 3. They can leave their current provider without any early termination fees or penalties.

• Those who signed a three-year contract between June 3-Dec. 3, 2013:

Things get more complicated for customers in this window. While carriers quickly introduced new two-year plans, there are a number of customers who managed to sign a three-year contract during this transition period. These longer contracts have also been cut to 24 months by the CRTC, but an early termination fee may still apply if the contract has not run a full two years and carriers will be permitted to get back their device subsidy if you have not yet paid off your device.

If you like your current carrier, you can stay on your existing contract and nothing will change. If you are ready to leave for another provider, you will need to calculate the termination fee you are likely to owe when you cancel service.

If you accepted a device subsidy to reduce the cost of your device, here is the formula to determine your payoff amount:

Jane Smith signed a contract with Rogers in the late fall of 2013. She is now about 20 months into her contract, which the CRTC has now automatically shortened from its original three years to two. For our purposes, let us say she received a device subsidy of $240 (the exact amount of the device subsidy you received is available from your provider.)

Carriers like Vidéotron offer customers discounts if they bring their old device along.

To calculate the payoff amount to buy out and cancel the contract, take the original device subsidy and divide it by 24. In our example, that equals $10. That means for each month Jane has been in her contract, she has repaid $10 towards the $240 subsidy she received. In this example, she has made 20 payments under contract, which means she has paid back $200 and still owes an additional $40. When she cancels service to switch to Bell (or whatever other carrier she chooses), her exit fee will be $40.

The CRTC also allows carriers to collect an Early Termination Fee (ETF) from customers who paid for a device upfront or brought their own when they signed a contract. These no-subsidy customers must either wait until 24 months have passed from the contract signing date or pay an ETF of the lesser of $50 or 10% of the minimum monthly charge for the remaining months of the now two-year contract.

Bill Smith brought his old iPhone to Telus and signed a three-year contract at the same time Jane did. The CRTC has already lopped off one year of his contract. He will hit the 24 month mark four months from now, but wants to leave to switch to Vidéotron Mobile today. The minimum monthly charge on his Telus bill is $65. For the remaining four months on his contract, he has to pay 10% of $65 for his termination penalty, which amounts to $26 total — his ETF.

Howard Maker, chief executive officer of the CCTS, said, “The calculation is maybe a bit challenging, because not all customers’ contracts will indicate what the device subsidy is.”

Some customers have used the impending end of their contracts as a tool to negotiate a better deal, but it can be tough finding one. After the demise of the three-year contract, last fall many Canadian cell providers raised the monthly price of service on two-year contracts to recoup lost profits.

THE FRENCH SLASHER: Patrick Drahi’s cost-cutting methods are legendary in Europe. He could soon be bringing his style of cost management to America.

Patrick Drahi and his Luxembourg-based Altice SA appears to be out of the running to buy Time Warner Cable, but are likely to quickly turn their attention to acquiring several of America’s remaining medium-sized cable companies: Cablevision, Cox, and Mediacom.

“While it is still possible that Altice counters on TWC, we do not believe that it can match Charter [and backer John Malone’s] funding firepower and will ultimately lose out,” wrote Macquarie Capital’s Kevin Smithen. “In our opinion, Altice is more likely to turn its attention to Cablevision or privately held Cox or Mediacom, in an effort to gain more fixed-line scale in order to compete against Charter and Comcast.”

Last week, cable analysts were surprised when Drahi swooped in to acquire Suddenlink, one of America’s medium-sized cable operators.

“Altice’s decision to buy Suddenlink (at an unsupportably high price) creates even more uncertainty in an industry where virtually every element of the story is now in flux,” said MoffettNathanson analyst Craig Moffett.

Cablevision recently seemed to signal it was willing to talk a merger deal with Time Warner Cable, but that now seems unlikely with the Charter acquisition heading to regulator review. Drahi met last week with Time Warner Cable CEO Robert Marcus about a possible deal with the second largest cable company in the U.S., which seems to indicate he is serious about his plans to enter the U.S. cable market.

“On paper, Cablevision was already overvalued,” Moffett said. “And Altice’s acquisition of Suddenlink, which has no overlap with Verizon FiOS, would suggest that they are quite cognizant of the appeal of a carrier without excessive fiber competition. The spike in Cablevision’s shares only makes that overvaluation worse. Then again, if Altice is willing to overpay for one investment, might they not be willing to overpay for another?”

Drahi has been topic number one for the French telecom press for months after his aggressive acquisition and cost-cutting strategies left a long trail of unpaid vendors and suppliers, as well as employees forced to bring their own toilet tissue to work. Customers have also started leaving his French cable company after service suffered as a result of his investment cuts.

As a new wave of cable consolidation is now on the minds of cable executives, several Wall Street analysts have begun to call on the cable industry to consolidate the wireless space as well, buying out one or more wireless companies like Sprint or T-Mobile to combine wired and wireless broadband.

“Unlike Europe, we continue to believe that the U.S. is not yet a ‘converged’ market for wireless and wireline broadband services but that this trend is inevitable in the U.S. due to increasing need for small cells, fiber backhaul and mobile video content caching closer to the end user. In our view, Altice believes in convergence and so mobile will be a strategic objective in the long-term,” Smithen wrote.

Other Wall Street analyst/helpers have pointed out there are other cable targets ripe for acquisition: WideOpenWest Holding Cos (a/k/a WOW!) and Cable One have a combined 1.92 million video subscribers.

The CTIA is the wireless industry’s lobbying group

The wireless industry is threatening to withhold upgrades to 5G service unless the United States adopts a spectrum policy that provides wireless carriers with more frequencies.

CTIA president Meredith Baker told attendees at the Accenture conference that the wireless industry wants a new national spectrum plan to clear more frequencies for the exclusive use of mobile providers.

“When and how we introduce 5G in the United States depends, in part, upon whether we keep our spectrum policy as forward-looking as our industry,” Baker said. “The question we face is will the U.S. continue to embrace licensed spectrum – the approach that has made us the global leader in 4G.”

Baker is frustrated with the FCC’s ongoing effort to create “shared-use” spectrum that can be cleared for mobile use in certain sections of the country while still being used for other purposes elsewhere. In some cases, spectrum identified for possible dual-use is used by various government agencies, but only in certain parts of the country. The wireless industry generally does not favor shared-use spectrum policy because it can complicate wireless network buildouts.

Baker

Baker continues to advocate a more forceful approach of “spectrum clearing,” which can force users off existing frequencies to clear it for mobile exclusivity.

“Clearing spectrum will never look easy, particularly years before an auction,” she said. “To be fair, it will never be easy. But it can be done and needs to be done if we are to remain the global leader in mobility.”

The FCC is currently involved in an effort to repack the UHF television dial into a smaller space to make room for more spectrum for the wireless industry. Some companies, notably AT&T, are growing impatient about the process and want faster exclusive use of those frequencies after an incentive auction is held in 2016.

In a filing sent to the FCC, AT&T objects to creating more spectrum rights for secondary and unlicensed users and applications on the frequencies they intend to use. Once the auction is complete, it could take three years or more for AT&T and other spectrum winners to upgrade their networks to use the new frequencies in the 600MHz band. In the meantime, the FCC has proposed allowing low-power television stations and translators, wireless microphones, and other similar unlicensed equipment to continue using those frequencies until the new license holders are ready to become operational.

AT&T considers that an intrusion on its spectrum and has told the FCC it strongly objects allowing any secondary or unlicensed user to use their spectrum “without so much as [paying AT&T] a lease” or getting consent from AT&T. AT&T wants everyone off their frequencies no later than 39 months after the issuance of a Channel Reassignment Public Notice that will identify new channel assignments for full power and Class A television stations that have been reassigned to different channels. AT&T also wants the right to jump ahead of the proposed three years of transition for licensed stations and make it possible to start kicking off all unlicensed users of its frequencies within 120 days notice.

The wireless industry argues without wireless-friendly policies, there will be insufficient incentive to invest in 5G network upgrades.

Critics contend that is just another of the wireless industry’s empty threats. Opponents contend AT&T will invest in network upgrades the moment the company believes it will generate additional profits.

China Mobile, China United Network Communications and China Telecom will invest $177 billion to expand fiber optic service and mobile telecommunications infrastructure in China between 2015 to 2017, according to China’s Ministry of Industry and Information Technology.

At least $70 billion will be spent this year alone to add another 80 million fiber to the home connections and expand the latest generation of LTE 4G wireless Internet to more than 1.3 million cell towers and small cells that will cover almost every city in China. In contrast, providers in the United States only spend an average of $30 billion annually on all broadband technologies, only a fraction of that for fiber optic Internet services for residential customers.

By the end of 2017, every household in a significant-sized Chinese city will be equipped with a minimum of 10Mbps fiber to the home broadband for around $16/mo. First tier cities will get a minimum of 30Mbps Internet speed and second tier cities will receive broadband at a guaranteed speed of at least 20Mbps. Most customers served by China Telecom in Shanghai can already buy speeds up to 200Mbps for about $43 a month.

Chinese providers intend to upgrade their wireless networks to make sure that 4G networks completely cover every urban area as well as even the most rural communities.