News that two major cable operators are contemplating breaking up Time Warner Cable and dividing customers between them has caused stock prices to jump for all three of the companies involved.

CNBC reported Friday that Time Warner Cable approached Comcast earlier this year about a possible friendly takeover under Comcast’s banner to avoid an anticipated leveraged takeover bid by Charter Communications. Top Time Warner Cable executives have repeatedly stressed any offer that left a combined company mired in debt would be disadvantageous to Time Warner Cable shareholders, a clear reference to the type of offer Charter is reportedly preparing. But the executives also stressed they were not ruling out any merger or sale opportunities.

News that there were two potential rivals for Time Warner Cable excited investors, particularly when it was revealed possible suitor Comcast is also separately talking to Charter about a possible joint bid that would split up Time Warner Cable customers while minimizing potential regulatory scrutiny.

The Wall Street Journal reported Charter is nearing completion of a complicated financing arrangement that some analysts expect could include up to $15 billion in debt to finance a buyout of Time Warner Cable. Such deals are not unprecedented. Dr. John Malone’s specialty is leveraged buyouts, a technique he used extensively in the 1980s and 1990s to buy countless smaller cable operators in a quest to build Tele-Communications, Inc. (TCI) into the nation’s then-biggest cable operator.

In addition to Barclays Bank, Bank of America, and Deutsche Bank — all expected to finance Malone’s bid — Comcast may also inject cash should it team up with Charter’s buyout. Comcast is interested in acquiring new markets without drawing fire from antitrust regulators.

If the two companies do join forces and pull off a deal, Time Warner Cable’s current subscribers will be transitioned to Charter or Comcast within a year. That is what happened in 2006 to former customers of bankrupt Adelphia Cable who eventually became Comcast or Time Warner Cable customers. Analysts predict the two companies would divide up Time Warner Cable territory according to their respective footprints. New York and Texas would likely face a switch to Comcast service, for example, while North Carolina, Ohio, Maine, and Southern California would likely be turned over to Charter.

[flv]http://www.phillipdampier.com/video/CNBC Comcast Charter consider joint bid for Time Warner Cable 11-22-13.mp4[/flv]

CNBC reports Charter Cable and Comcast might both be interested in a buyout of Time Warner Cable that would dismantle the company and divide subscribers between them. (4:18)

Reportedly financing the next era of cable consolidation.

Both bids are very real possibilities according to Wall Street analysts. Comcast has sought formal guidance on how to deal with the antitrust implications of a controversial merger between the largest and second-largest cable operators in the country. The industry has laid the groundwork for another wave of consolidation by winning its 2009 court challenge of FCC rules limiting the total market share of any single cable operator to 30 percent. Despite that, a Comcast-Time Warner Cable deal would still face intense scrutiny from the Justice Department. Getting the deal past the FCC may be a deal-breaker, admits Craig Moffett from MoffettNathanson.

“The FCC applies a public interest test that would be much more subjective,” Moffett said. “It wouldn’t be a slam dunk by any means. The FCC would be concerned that Comcast would have de facto control over what would be available on television. If a programmer couldn’t cut a deal with Comcast, they wouldn’t exist.”

Roberts

Supporters and opponents of the deal are already lining up. Charter shareholders would likely benefit from a Charter-only buyout so they generally support the deal. Time Warner Cable clearly prefers a deal with Comcast because it can afford a buyout without massive debt financing and deliver shareholder value. Comcast shareholders are also encouraging Comcast to consider s deal with Time Warner Cable. Left out of the equation are Time Warner Cable customers, little more than passive bystanders watching the multi-billion dollar drama.

The personalities involved may also be worth considering, because Comcast CEO Brian Roberts and John Malone have history, notes the Los Angeles Times:

Malone and Roberts first brushed up against each other more than two decades ago. At that time, both Liberty and Comcast were shareholders in Turner Broadcasting, the parent of CNN, TNT, TBS and Cartoon Network. When Time Warner, which was also a shareholder, made a move to buy the entire company,  there was tension because Comcast felt Liberty got a better deal to sell its stake. Roberts grumbled at the time that Liberty was getting “preferential treatment.”

A few years later, it was Malone’s turn to be mad at Roberts. When TCI founder Bob Magness died in 1996, Roberts made a covert attempt to buy his shares, which would have given him control of [TCI]. Malone beat back the effort, but it left a bad taste in his mouth.

“Malone was livid,” wrote Mark Robichaux in his book, “Cable Cowboy: John Malone and the Rise of the Modern Cable Business.”

[flv]http://www.phillipdampier.com/video/CNBC Comcast seeks anti-trust advice over TWC deal 11-22-13.mp4[/flv]

Even cable stock analyst Craig Moffett is somewhat pessimistic a Comcast-TWC merger would have smooth sailing through the FCC’s approval process. Moffett worries Comcast would have too much power over programming content. (3:53)

Ironically, when Malone sold TCI to AT&T, the telephone company would later sell its cable assets to Comcast, run by… and Brian Roberts.

Most of the cable industry agrees that the increasing power of broadcasters, studios, and cable programmers is behind the renewed interest in cable consolidation. The industry believes consolidation provides leverage to block massive rate increases in renewal contracts. If a programmer doesn’t budge, the network could instantly lose tens of millions of potential viewers until a new contract is signed.

Many in the cable industry suspect when Glenn Britt retires as CEO by year’s end, Time Warner Cable’s days are numbered. But any new owner should not expect guaranteed smooth sailing.

“We expect a Comcast-TWC deal would draw intense antitrust/regulatory scrutiny and likely resistance, stoked by raw political pushback from cable critics and possibly rivals who would argue it’s simply a ‘bridge too far’ or ‘unthinkable,’” Stifel telecom analysts Christopher C. King and David Kaut wrote in a recent note to clients. “We believe government approval would be possible, but it would be costly, with serious risk. This would be a brawl.”

Usage Cap Man may soon visit Time Warner Cable customers if either Charter or Comcast becomes the new owner.

While the industry frames consolidation around cable TV programming costs, broadband consumers also face an impact from any demise of Time Warner Cable. To date, Time Warner Cable executives have repeatedly defended the presence of an unlimited use tier for its residential broadband customers. Charter has imposed usage caps and Comcast is studying how to best reimpose them. Either buyer would likely move Time Warner Cable customers to a usage-based billing system that could threaten online video competition.

“Our sense is the DOJ and FCC would have concerns about the market fallout of expanded cable concentration and vertical integration, in a broadband world where cable appears to have the upper hand over wireline telcos in most of the country (i.e., outside of the Verizon FiOS and other fiber-fed areas),” Stifel’s King and Kaut wrote. “We suspect the government would raise objections about the potential for Comcast-TWC bullying of competitors and suppliers, given the extent and linkages of their cable/broadband distribution, programming control, and broadcast ownership.”

Since none of the three providers compete head-on, the loss of “competition” would be minimal. Any Comcast-Time Warner Cable deal would likely include semi-voluntary restrictions like those attached to Comcast’s successful acquisition of NBC-Universal, including short-term bans on discriminating against content providers on its broadband service.

Customers can expect a welcome letter from Comcast and/or Charter Cable as early as spring of next year if Time Warner Cable accepts one of the deals.

[flv]http://www.phillipdampier.com/video/Bloomberg Comcast and Charter Reportedly Weighing Bid for TWC 11-22-13.flv[/flv]

Bloomberg News reports if Comcast helps finance a deal between Charter and Time Warner Cable, Comcast would likely grab Time Warner Cable systems in New York for itself. (2:26)

Some Rogers Cable customers are being notified the cable company is slimming down their analog television lineup, requiring customers to get a digital adapter to continue watching networks in their new digital format.

We’re enhancing our cable TV network to deliver on our commitment to provide you with quality in television viewing, programming and entertainment content. The Rogers Cable Network Enhancement initiative involves upgrading current analog channels to digital channels in order to provide a superior TV experience on our Rogers cable TV network.

To maintain your cable service, you may need to install a digital adapter.

Rogers says the change is designed to improve the video and sound quality of cable channels, but in reality most cable operators are shifting away from analog television to free up bandwidth that can be repurposed for more HD television channels or faster broadband service.

“The Digital Adapter is being provided to you free of charge, you will not be charged for the digital adapter or incur any service fees associated with the hardware,” says Rogers. “The Digital Adapter is being provided to you to use while you subscribe to Rogers cable television services and remains our property. The Digital Adapter must be returned to us upon termination of your Rogers cable television service.”

However, do-it-yourself types who spliced Rogers’ cable wiring themselves to add additional cable TV outlets in the home will discover “a catch.” These extra, informal cable outlets are allowed by Rogers, but the cable company will not supply digital adapters for televisions attached to them unless the subscriber formally signs up for Rogers’ “extra outlets” add-on. That does not come cheap. Rogers charges $6.99 per month for up to four extra televisions. If customers don’t sign up, those televisions without digital adapters will lose more than a dozen analog TV channels during the first wave of digital conversion. If a customer has more than four televisions hooked up to Rogers Cable, there may be more fees.

The channels Rogers is converting to digital were not selected to minimize viewer disruptions.

While The Shopping Channel secures a safe new analog channel number in St. John’s, N.B., Turner Classic Movies gets hit with a digital switch. Little watched APTN – The Aboriginal People’s Television Network survives on analog, AMC and CNN do not in Moncton. Toronto subscribers will lose 19 channels to digital, including MTV, BNN, and The Comedy Network. Two home shopping networks get to stay in analog, however.

Tom Wheeler circa 1983, when he represented the cable industry. (Image: The Cable Center)

Skepticism persists over whether new FCC chairman Tom Wheeler, a former cable and telco lobbyist and venture capitalist, will have the interests of an industry he was a part of for decades ahead of the people he is supposed to represent.

The doubts are so significant, The Wall Street Journal’s ‘All Things D’ devoted an entire piece on the subject, interviewing Wheeler about his plans for the federal agency.

“My client today is the American people, and I am going to be the most effective advocate they could hope for,” Wheeler told AllThingsD in a phone interview on Wednesday. “I was (involved in) the early days of cable television when everybody was trying to squash it; I was a was champion for a diversity of voices and the competition that represented. I’m very proud of that period, but it was 30 years ago that I was in in cable, and 10 years ago that I was in wireless.”

Both periods were extremely important for both industries. When Wheeler was president of the National Cable TV Association (now the NCTA), his leadership helped enact the 1984 nationwide deregulation of the cable television industry. Wheeler promised the single national “hands-off” policy for cable television would put control “back in the hands of customers” instead of the local, state, and federal government. The cable lobby pushed hard for extra provisions in the law that would prohibit local or state governments or franchising authorities from reimposing controls the federal government eliminated.

The 1984 Cable Act contained three major provisions to strip away regulatory/rate oversight:

1. “Basic Cable” rate regulation was removed in any community where a cable company faced “effective competition” from at least three unduplicated over the air television stations. If your community received two fuzzy network affiliates and one local religious station, that was considered effective competition.
2. Local franchise authorities and cable TV commissions, often citizen-run, had most of their oversight and enforcement powers stripped away, including the most important power to deny a franchise renewal to a bad-acting local cable company, except in the most extreme cases. Cable operators effectively used this provision to launch costly lawsuits burying local communities in litigation expenses when they tried to find a different provider.
3. Granted local franchise authorities to right to demand cable systems set aside a few channels for Public, Educational, and Government (PEG) use.

The cable industry carefully lobbied for an effective definition of “competition” that made it into the final version of the bill. Estimates from congressional researchers predicted that 97 percent of the country’s cable systems would be deregulated when the law took effect Dec. 29, 1986.

In a 1984 C-SPAN call-in program, Wheeler noted that before deregulation, “the cities were in the driver’s seat” controlling the franchising process. Wheeler claimed cable operators competing for franchise agreements were forced to promise services and technology that ultimately proved too burdensome or expensive to actually deliver. Deregulation, Wheeler promised, would “keep cable rates low because you are not going to be paying for services that [the government says] have to be provided that nobody watches.”

In reality, after the passage of the 1984 Cable Act, cable systems were bought and sold in a frenzy that left control ultimately in the hands of a handful of operators. Soon after, cable rates skyrocketed and cable-industry-owned networks and channels were shoveled on to cable lineups. With every sale and every new channel addition, rates were raised even higher, whether customers wanted the extra programming or not.

Without oversight, cable service itself deteriorated in quality. In some cities, cable operators ignored rights-of-way and often refused to hang or bury cable lines left scattered on lawns. Customer complaints often went unresolved for days or weeks. Cable operators also rolled out new charges for monthly programming magazines and equipment, even as they continued to boost rates for basic cable itself. Prior to deregulation, customers usually paid less than $10 a month for basic cable. After, rates rapidly pushed towards the $20 a month mark. Today’s cable TV prices are much higher.

In the summer of 1984, Wheeler left the NCTA to pursue a new business – The NABU Network, a precursor to cable broadband that turned out to be a commercial failure. The NABU Network coupled a home computer system with a cable-based data service. The only significant North American trial of NABU was in Ottawa, Canada and required significant subsidies from the Canadian government. Wheeler said the NABU system would offer subscribers a mountain of software at a monthly subscription price. Canadians had to buy the NABU PC for around $950 and pay around $10 a month for software access.

The venture fell apart because cable systems in that era lacked two-way capability, making it cumbersome for users to interact with the NABU platform or manage applications. Ottawa Cablevision and Skyline Cablevision introduced NABU in 1983 and discontinued it in 1985.

In 1992, Wheeler went on to become president of CTIA – The Wireless Association, the nation’s biggest cell phone industry trade group. Wheeler beefed up the association’s lobbying forces after joining, turning CTIA into “one of the most influential lobbying forces on Capitol Hill,” according to Connected Planet.

Once there, Wheeler presided over efforts to get government spectrum policies relaxed and keep cancer questions about RF energy leaking from cellphones under wraps:

In a 1994 memo, Wheeler raised objections to a draft of a mobile-phone manual that, among other things, advised consumers how to limit radio-frequency radiation from mobile phones. The book says Wheeler succeeded in getting the industry consumer safety document watered down.

In a September 1994 memo, Wheeler mapped out “a pre-emptive strike” on Rep. Edward Markey (D-Mass.) by highlighting to Markey the involvement of Harvard University. Wheeler, according to the book, even had a backup plan to curry favor with Markey that, if necessary, would “send all cash through Harvard.”

By 2000, Wheeler was being questioned about conflict of interest charges about his lucrative investments in businesses represented under the CTIA’s public policy umbrella, according to RTR Wireless:

But conflict-of-interest issues-real, perceived and otherwise-that flow from Wheeler’s lucrative ties to Aether, OmniSky and now, Metrocall, could have long-term consequences that CTIA and the wireless industry would rather not consider in these halcyon days of soaring stocks, consolidation and deregulation.

The unorthodox arrangement Wheeler has with outside wireless firms begs closer scrutiny by CTIA’s board. Do Wheeler’s money and management ties to firms he advocates set a bad precedent? Could it diminish CTIA’s credibility as an organization?

Wheeler claims to be committed to three principles that will govern how he looks at issues before the FCC:

1. Is it good for competition? “You can’t have economic growth if you don’t have competition. You can put me down as rabidly pro-competition,” Wheeler said.
2. Trust between those who run networks and those who use them must be maintained.
3. Opening up high-speed networks must include guarantees that content will be open and accessible to all. “I am pro-the ability of individuals to access an open network,” he said.

Wheeler asked for a review of all proposals before the FCC and expects that in two months.

Tom Wheeler, then retiring president of the National Cable TV Association (NCTA), appeared on this fascinating 1984 C-SPAN call-in program at the NCTA Convention with future president Tom Mooney. The NCTA promised deregulation would deliver many benefits to cable subscribers. They got higher bills and declining service instead. (June 5, 1984 – 39:00)

Behind the 8 ball.

Intel’s plan to launch a competing virtual cable television operation delivering programming over existing broadband connections is dead and the cable industry has tentative plans to bury the technology overseas.

OnCue was to feature dozens of popular cable networks and a large library of on-demand content using hardware that combined live, on-demand, and streaming video. The service was supposed to be up and running this year, but despite months of talks, Intel was unable to announce any significant carriage agreements with major cable networks. Cable programmers were reportedly fearful of alienating their biggest customers — large incumbent cable, telco and satellite companies — potentially leaving networks exposed to retaliation during contract renewal talks.

The cable industry has repeatedly warned that reselling programming to streaming providers dilutes the value of those networks. The clear implication: sell to our competitors and we will demand significantly discounted rates when our contracts come up for renewal.

Intel has reportedly been shopping the remnants of the service to new buyers. A late October rumor that Verizon Communications was a likely buyer has gone unconfirmed. Today, Bloomberg News reports Dr. John Malone’s Liberty Media has shown an interest (since denied by Liberty) in acquiring the service. Other media accounts suggest Verizon and Liberty could jointly buy the service, but Malone is loyal to the cable industry and is reportedly uncomfortable doing business with a telephone company.

Should Liberty Media acquire the technology, cable companies in the United States can stop worrying about OnCue as an online competitor. Liberty Media would only deploy the technology as an advanced set-top box offered through its owned and operated European cable systems.

[flv width=”640″ height=”380″]http://www.phillipdampier.com/video/Bloomberg Is Intel Abandoning Web-TV Project 10-30-13.flv[/flv]

Bloomberg senior West Coast correspondent Jon Erlichman reports that Intel may be turning over its web-TV project to Verizon and looks at possible reasons why the company may be abandoning the project and what it could mean for Verizon. He speaks on Bloomberg Television’s “Bloomberg West.” (2:28)

With snow on the ground in parts of southern Ontario this morning, seeing beautiful beaches and bathing suits on Grand Cayman, Puerto Plata, Holguin and St. Maarten isn’t necessarily a bad thing. Devoting a cable channel to covering one Canadian airline’s ground crews might be.

Rogers Cable this week announced the takeoff of WestJetChannel, a 24/7 network capturing baggage handlers tossing luggage into the airline’s fleet of Boeing 737 aircraft. If that isn’t enough, watch gripping live coverage of airplane wranglers with light sticks pushing a plane away from the terminal.

“This is an amazing opportunity to pull back the curtain and show people what we do and how we do it,” said David Soyka, WestJet’s director of marketing. “We’re looking forward to taking viewers behind the scenes at our airports as well as to some of our most spectacular destinations, without ever having to leave the comfort of their couch. We’re always in the air — and now we’re on the air, too.”

It’s another example of “Slow TV” Rogers has embraced with open arms, adding “real-time” coverage of mundane things to your cable TV lineup.

An early example of American “Slow TV”

If WestJetChannel doesn’t fly, viewers can sink or swim with the Aquarium Channel, showing nothing but tropical fish. If that is all wet, dry off by the fire — Swiss Chalet’s Rotisserie Channel, featuring slowly roasting chickens. Unable to get away on holiday? Rogers customers could instead spend quality time with The Cottage Channel. Now they can watch WestJet take other people to the places they wish to see, but can’t afford to visit after paying the cable bill.

Rogers isn’t responsible for inventing “Slow TV.” WPIX-TV’s “Yule Log” was one of the earliest examples, treating apartment-bound New Yorkers to a roaring fire at Gracie Mansion beginning Christmas Eve, 1966. The original three-hour program was actually a 17-second 16mm film loop accompanied by a simulcast of WPIX-FM, which provided accompanying traditional Christmas music. In 1970, the original worn-out film was replaced with a 7-minute 35mm film loop shot in California and still seen today.

Norsk rikskringkasting, the Norwegian Broadcasting Company has made “Slow TV” their own, much to the delight of Scandinavian viewers.

In 2011, NRK broadcast 134 hours non-stop of a cruise ship going up the Norwegian coast to the Arctic, winning the world record for the longest continuous TV program. Millions of Norwegians tuned in. In February, it aired a 12-hour show on firewood, featuring discussions about stacking and chopping and a debate on whether the bark should face up or down. At least 20% of Norwegians watched the event.

Last Friday, Norway’s biggest broadcaster aired 12 hours of knitting, complete with needle tips and a how-to on knitting a cover for a Harley Davidson motorbike. The event started with  sheep shearing in the studios of NRK2 followed by teams furiously trying to break the world record for the fastest knitted sweater.

“You can argue that the national knitting night is the feminine response to the firewood show,” said NRK spokeswoman Sidsel Mundal.

“We’ll dive deep into the world of knitting, then from midnight, we’ll turn down the pace, if that’s even possible,” said producer Rune Moeklebust. “We’ll watch the arm of a sweater get longer and longer; it will be fascinating, but pretty strange TV.”

Who needs 5-Hour Energy when you can watch that.

The National Knitting Evening turned out to be such a ratings smash, rights for the concept have been sold to U.S.-based LMNO Productions for reconceptualization.

Norwegians celebrate “Slow TV” partly as a backlash to artificial drama generated by the reality-TV craze that has swept across Europe and North America.

Flying until Feb. 2, 2014, WestJetChannel can be found on Ch. 206 on Rogers Cable in Ontario, New Brunswick, and Newfoundland.

[flv width=”640″ height=”380″]http://www.phillipdampier.com/video/WestJetChannel Promo 11-12-13.mp4[/flv]

A promo for WestJetChannel, now on your Rogers Cable lineup. (0:42)