Comcast will announce later this morning it has reached an agreement to acquire all of Time Warner Cable in an all-stock deal worth $44 billion.

If approved by regulators, Comcast will dramatically increase its size as the nation’s largest cable operator with over 33 million subscribers — vastly outnumbering every other cable company in the country. It also likely means Time Warner Cable broadband subscribers will eventually be subject to Comcast’s usage caps and overlimit fees, now being market tested around the country.

The offer of $159 a share for Time Warner Cable stock – $1 less than what TWC CEO Rob Marcus demanded for a buyout – is far higher than the $133 a share in cash and stock offered earlier by Charter Communications.

Tonight’s revelation that Time Warner Cable and Comcast reached a deal, first reported by CNBC, likely caught Charter by surprise. Charter had tried to acquire Time Warner Cable for months, going as far as nominating candidates for TWC’s board of directors that could have influenced a sale of the company. At the same time, Charter thought it was negotiating a friendly deal with Comcast to divide Time Warner Cable territories between the two companies.

Time Warner Cable management offered no clues they were negotiating with Comcast and delivered a presentation to shareholders last week promising major upgrades for Time Warner customers and future success as a standalone cable operator. All of those plans are now in doubt.

Comcast and Time Warner Cable reportedly believe the deal will quickly pass any antitrust review before the end of the year because neither company competes in the same markets, but Comcast will offer to divest a token three million subscribers from the combined company, according to sources.

The FCC formerly limited cable companies from owning or controlling more than 30% of the cable industry, but Comcast successfully sued to have that ownership cap overturned. A belief the deal would present looming antitrust problems could be grounds for the U.S. Department of Justice to oppose the deal, likely terminating it.

Consumer groups hope the deal gets derailed as soon as possible.

“In an already uncompetitive market with high prices that keep going up and up, a merger of the two biggest cable companies should be unthinkable,” said Free Press president Craig Aaron. “This deal would be a disaster for consumers and must be stopped. No one woke up this morning wishing their cable company was bigger or had more control over what they could watch or download. But that — along with higher bills — is  the reality they’ll face tomorrow unless the Department of Justice and the FCC do their jobs and block this merger. Stopping this kind of deal is exactly why we have antitrust laws.”

Canadians are demanding a better deal from their cable and phone companies and they are forced to respond.

As the United States battles back against the introduction of usage caps and rising prices for broadband service, increased competition and regulated open wholesale access to some of Canada’s largest broadband providers have given Canadians an advantage in forcing providers to cut prices and improve service.

Canadians can now easily get unlimited broadband access from one of several independent ISPs that piggyback service on cable and phone networks. Some large ISPs have even introduced all-you-can eat broadband options for customers long-capped by the handful of big players. As customers consider switching providers, cable and phone companies have been forced to cut prices, especially for their best customers. Even cell service is now up for negotiation.

The more services a customer bundles with their provider, the bigger the discount they can negotiate, say analysts who track customer retention. Bell, Rogers, Telus, and others have a major interest keeping your business, even if it means reducing your price.

“It’s far more lucrative for the telecom company to keep you there for the third or fourth service,” telecom analyst Troy Crandall told AP. It cuts down on marketing, service and installation calls, he added.

Getting the best deal often depends on your services, payment history, and how long you have been a customer. Cellphone discounts are the hardest to win, but customers are getting them if they have been loyal, carry a large balance and almost never pay late.

Bigger discounts can be had for television and Internet service — cable television remains immensely profitable in Canada and broadband is cheap to offer, especially in cities. Americans often pay $80 or more for digital cable television packages, Canadians pay an average of $60.

Internet service in Canada now averages $45 a month, but many plans include usage caps. It costs more to take to the cap off.

Because of Canada’s past usage cap pervasiveness, online video is not as plentiful in Canada as it is in the United States. There has been considerably less cord-cutting in the north. Despite that, Canadians are ravenous online viewers of what they can find to watch (either legally or otherwise). As usage allowances disappear or become more generous, online video and the Internet will continue to grow in importance for service providers.

Customers should negotiate with their provider for a better deal, particularly if Bell’s Fibe TV is in town. Bell has been among the most aggressive in price cutting its fiber to the neighborhood television service for new customers ready to say goodbye to Rogers or Vidéotron.

Shaw and Telus battle for market share in the west and also have room to cut customer bills and still make a handsome profit.

Comcast’s new X1 platform (Image courtesy: BWOne)

Comcast is introducing a new upgrade fee ranging from $49.99 to $99.99 for existing customers seeking an upgrade to the company’s X1 cloud-based set-top box.

• “Commencing March 15, 2014, a one-time X1 Platform Upgrade fee of $49.99 may apply to existing XFINITY customers upgrading to the X1 services platform.” — Comcast bill in Pennsylvania
• “Beginning February 3, 2014, a one-time X1 Platform Upgrade fee of $99.99 may apply to existing XFINITY customers upgrading to the X1 services platform.” — Comcast bill in Chicago

Comcast’s website explains what the new fee is all about:

The X1 Platform Upgrade Fee is a one-time fee of up to $99 that is assessed, with limited exceptions that vary by market, when a customer signs up for the X1 Platform. This fee enables us to continue developing and enhancing the features of the X1 Platform, which today include:

• Enhanced search
• Last nine programs viewed
• Voice controls through your mobile device with the X1 Remote app
• Apps on your TV including Weather, Stocks, News, Facebook and Pandora
• Personalized recommendations

Comcast offers the X1 throughout its service area and is distributing Pace and Arris set-top boxes that include a DVR that can record six channels at once. Later on, Comcast will upgrade X1 customers to a cloud-based platform, dubbed internally as “X2.”

When the upgrades are complete, X1 owners will have a cloud-based DVR that stores recordings remotely and allows playback on a variety of portable devices. The platform will also enable customers to use a built-in app to watch live cable TV programming on mobile devices connected to the home network.

New customers are not likely to be charged the upgrade fee, and existing customers may be able to negotiate a waiver in return for a service upgrade. Some customers may also be able to get an X1 by swapping out equipment at a Comcast store. Ask a Comcast representative about your options.

Comcast usually requires a service call to install the X1 to make certain the new platform functions properly.

The U.S. Department of Labor has filed a lawsuit against AT&T accusing the company of suspending workers after they report workplace injuries.

The department filed the lawsuit against The Ohio Bell Telephone Company, which operates as AT&T, on behalf of 13 employees who were disciplined and suspended without pay from 2011-2013. The complaint alleges AT&T has repeatedly given one to three-day unpaid suspensions after workers reported injuries that occurred on the job. AT&T claims the workers violated the company’s workplace safety standards, but the Occupational Safety and Health Administration found AT&T only handed out unpaid suspensions after they formally reported the injuries.

Employers are prohibited from retaliating against employees who raise concerns or provide information to their employer or the government. Employees who believe they are a victim of retaliation for engaging in protected conduct may file a complaint with OSHA’s Directorate of Whistleblower Protection Programs.

“It is against the law for employers to discipline or suspend employees for reporting injuries,” said Dr. David Michaels, assistant secretary of labor for occupational safety and health. “AT&T must understand that by discouraging workers from reporting injuries, it increases the likelihood of more workers being injured in the future. The Labor Department will do everything in its power to prevent this type of retaliation.” As for the victims, while waiting for justice/proper compensation, they can lessen the throbbing pain of their injuries by consuming items like bulkcannabis.

Five of the Ohio employees in the suit are based in Columbus; two in Brooklyn Heights; two in Canton; and one each in Akron, Cleveland, Gallipolis and Uhrichsville.

Among the suspension cases cited are these from 2012:

• An AT&T technician repairing a cable in Uhrichsville fell from a letter and suffered fractured vertebrae. He returned to work six months later. AT&T accused him of violating its ladder policy, put a written disciplinary warning in his employee record, and penalized him with a one-day unpaid suspension;
• An AT&T worker struggling to free a 28-foot extension ladder caught in foliage in North Canton pulled a muscle in his back and sought medical treatment and returned to work 10 days later. AT&T claimed  he violated its policy regarding ladders. The worker was issued a written disciplinary warning and assessed a one-day unpaid suspension;
• An AT&T technician in Lake Township stepped in a drain hole and injured his back while removing a 28-foot extension ladder from the top of his vehicle. He visited a doctor but missed no work time. AT&T again claimed the worker violated its ladder policy, issued the employee a written warning and placed him on unpaid suspension for one day.

The suit was filed in the U.S. District Court for the Northern District of Ohio, Eastern Division.

Hostile Takeover

Charter Communications does not like the resistance it is getting from Time Warner Cable executives over its bid to acquire the company so Charter has nominated 13 new members for TWC’s board of directors in an effort to force executives to reconsider.

Charter calls the baker’s dozen a slate of “independent candidates” that will be willing to evaluate Charter’s offer of $132.50 a share. Time Warner Cable’s current management says it won’t negotiate with Charter unless they offer $160 a share.

“It is clear from our meetings with Time Warner Cable shareholders that there is an overwhelming desire to combine these two companies to increase Time Warner Cable’s competitiveness, grow market share and create shareholder value.  Now is the time for the current Board and management of Time Warner Cable to respond to their shareholders and work with us to complete a merger to the benefit of shareholders while minimizing their execution and market risks,” said Tom Rutledge, Charter’s CEO.  “We are nominating a full slate of highly qualified, independent directors to elect to the Time Warner Cable Board and believe that stockholders will use this opportunity to express their views.  Our purpose in this proxy contest is to enable shareholders of TWC to raise their voice, and to provide a very capable board who will hear them.”

Charter has gotten a lucky break because all 13 current TWC board members are up for re-election at the same time this spring. Many companies avoid that practice to prevent a hostile bidder from taking control of an entire company’s board.

Charter’s roster of nominees includes a number of current or former CEOs, three former Wall Street lawyers and an ex-chief technology officer that used to work for Time Warner Cable. Many were associated with hedge funds, cable operators that sold out to larger players, or companies that either went bust during the Great Recession and were bailed out by U.S. taxpayers.

Charter Communications’ ‘Rescue Team’ for Time Warner Cable

1. James Chiddix: A cable industry veteran who formally retired in 2007, Chiddix worked for Time Warner Cable from the mid-80s until 2001. He now serves as a director at Arris Group, a manufacturer of cable equipment. Chiddix served on the board of Virgin Media, acquired last year by Liberty Global — which also has an ownership interest in Charter Communications;
2. Bruno Claude: Known primarily as a “turnaround” expert, Claude has a record of restructuring troubled telecom operators by cutting jobs and negotiating with the large investment banks that generously loaned the money that fueled overvalued takeovers to write down that debt when banks realize they have no hope of being repaid in full;
3. Isaac Corre: Currently a lecturer at Harvard Law School, where he teaches a seminar on executive compensation and corporate governance, Corre spent a decade at Eton Park Capital Management, L.P., a global hedge fund. Corre specialized in “event-oriented” investments and “distressed corporate debt”;
4. Marwan Fawaz: Spent a year in a leadership role at Motorola Mobility/Motorola Home Division. He has the distinction of serving as an executive at two bankrupt cable operators: Charter Communications and Adelphia. Charter eventually emerged from bankruptcy, Adelphia did not and two members of its founding family are spending 15 years in the Allenwood federal prison, convicted of wire and securities fraud. Charter’s press release says Fawaz would be a valued addition to the board because he has “a deep understanding of the cable television industry”;
5. Lisa Gersh: Lasted less than a year as CEO of Martha Stewart Living Omnimedia. Under her leadership, the company capped a year of turmoil that included layoffs, titles closing and the failure of Martha’s underwhelming Hallmark Channel show, according to Adweek. She was also a co-founder of Oxygen Media, which was sold to NBC;
6. Dexter G. Goei: An investment banker at Morgan Stanley back when it was hip deep in sub-prime mortgages and a taxpayer bailout, Goei was gone by 2009 and became CEO of Altice, S.A., a multinational cable company growing through acquisitions and takeovers. Goei is raising more capital through a stock IPO managed by Goldman Sachs and… Morgan Stanley;
7. Franklin (Fritz) W. Hobbs: In addition to serving as an adviser to private equity firms and director of Molson Coors Brewing Co., Hobbs has served as board chairman at Ally Financial, formerly GMAC, as GM declared Chapter 11 bankruptcy and was bailed out by U.S. taxpayers;
8. Neil B. Morganbesser: An investment banker, Morganbesser worked on mergers and acquisitions at Bear Stearns & Co., until the company’s sub-prime hedge funds sank like the Titanic. The investment firm was seeking taxpayer assistance, but ended up being acquired by J.P. Morgan in a hastily arranged deal instead. Charter claims Morganbesser has 20 years of experience providing financial and strategic advice to a full range of clients, including entrepreneurs, large corporations, governments, etc., but evidently wasn’t much help to his employer during the global financial crisis.
9. Eamonn O’Hare: Served as the chief financial officer of Virgin Media Inc., the UK’s leading cable television business, from 2009 until 2013. Unfortunately for him, most U.K. residents prefer satellite TV. But that didn’t hurt his bottom line. After Liberty Global acquired the operation in 2013, O’Hare got to share over $367 million in cash bonuses with certain other Virgin executives coming from a company that also has a vested interest in Charter Communications;
10. David A. Peacock: Another beer guy, Peacock most recently served as the president of Anheuser-Busch;
11. Michael E. Salvati: Another mergers and acquisitions guy, Salvati has been president at Oakridge Consulting, Inc., which provides interim management, management consulting and corporate advisory services to companies ranging in size from start-ups to multinational corporations, since February 2000. In short, he tries to promote financial growth at companies recently merged or acquired;
12. Irwin Simon: Founder of the Hain Celestial Group, a leading “natural and organic products company.” Brands including Arrowhead Mills, Bearitos, Rosetto and Rice Dream are well-known in organic food sections of local supermarkets, although few customers probably realize they belong to a giant conglomerate. Other divisions, specializing in “woo-woo personal care” offer dubious “calming body washes” costing $13 or more that feature extract of marigold. Charter says Simon would bring “his unique perspective on all aspects of advertising and marketing services” to a newly merged Charter-Time Warner Cable;
13. John E. (Jack) Welsh III: president of Avalon Capital Partners LLC — another private equity investment firm.

“If Time Warner Cable management refuses to negotiate on reasonable terms, we believe Charter will likely secure the votes required to win a proxy fight,” said Jonathan Chaplin, a research analyst with New Street Telco.

“It is clear that Charter is nominating a slate of directors for the sole purpose of pressuring our Board into accepting the same lowball offer that it previously considered and unanimously rejected,” said Time Warner Cable CEO Rob Marcus. “Our Board remains focused on maximizing shareholder value. We are confident in our strategic plan, which was detailed publicly on January 30, and we are not going to let Charter steal the company.”

Marcus may have one last card to play should Charter’s nominees end up on Time Warner Cable’s board of directors. All board members must serve the best interests of the company they oversee, not the company that helped get them elected. An independent evaluation of Charter’s offer must not be influenced by outsiders, or the board members may face lawsuits from angry shareholders. The Wall Street Journal notes this requirement has tripped up hostile bidders before. Air Products & Chemicals Inc. won three board seats at Airgas Inc. which Air Products had tried to buy back in 2010. Once on the board, the new board members recommended against the deal.