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Wall Street Investment Bankers Start Worrying They Won’t Get Their Fat Fees if Comcast Merger Fails

Phillip Dampier April 22, 2015 Charter Spectrum, Comcast/Xfinity, HissyFitWatch, Public Policy & Gov't Comments Off on Wall Street Investment Bankers Start Worrying They Won’t Get Their Fat Fees if Comcast Merger Fails

merger smash

With regulators considering rejecting Comcast’s $45 billion merger with Time Warner Cable, investment bankers hoping to reap fat fees “advising” Comcast and Time Warner Cable about the deal are starting to panic they won’t get paid.

Although a merger flop won’t hurt giants like JPMorgan Chase, which operates a 24/7 cash vacuum, continuously sucking fees from companies engaged in Mergermania, smaller “boutique” investment banks like Allen & Co., Centerview Partners, and PJT Partners don’t have that luxury.

Reuters reports some of the smaller investment banks involved in the deal are now on edge, worried they won’t get their share of at least $140 million in investment banking advisory fees that would be paid to complete the Comcast-Time Warner Cable merger deal.

“Big banks have many deals going on, and they can afford to lose one more, even though it is painful. Smaller firms are less diversified, so for them it’s much more painful,” Campbell Harvey, a professor of international business at Duke University’s Fuqua School of Business, told Reuters.

But crying towels are also being readied for investment bankers involved in two side deals involving Charter Communications, which are likely to also fall apart in a chain reaction if the Comcast-Time Warner Cable merger dies.

dominoesCharter has deals pending with both Comcast and Time Warner Cable to launch GreatLand Connections and have plans to takeover Bright House Networks, both contingent on the Comcast-Time Warner Cable merger getting approval.

Those two transactions will bring another $170 million in fees to investment bankers, with JPMorgan Chane, former top Morgan Stanley banker Taubman, and Barclays Bank splitting $51-68 million in fees between the three firms.

Time Warner Cable’s own advisers are waiting for $57-75 million in fees as well, among them Morgan Stanley, Allen & Co., Citigroup, and Centerview Partners.

To understand how important the fees are to smaller bankers, Taubman was ranked 23rd in mergers & acquisitions fees in 2014. Without the Comcast deal, Taubman drops out of the top-100.

Some bankers may have negotiated a token fee to be paid by Comcast and Time Warner Cable if the deal falls apart. Most estimates suggest usual fees amount to around 10-15 percent of the amount they would collect if a merger is successfully completed.

Chances of Comcast/Time Warner Cable Marriage Dwindling This Morning

[flv]http://www.phillipdampier.com/video/Bloomberg Will the DOJ Kill the Comcast TWC Merger 4-22-15.flv[/flv]

Richard Greenfield from BTIG Research appeared on Bloomberg TV this morning to talk about the rapidly decreasing chances the Comcast-Time Warner Cable merger will make it past the Justice Department. The next question: Will Charter Buy Time Warner Cable next or will Time Warner Cable make a power play and buy Charter? (3:24)

Senate Democrats Want to Cancel Comcast-Time Warner Cable Merger Deal

Sen. Elizabeth Warren (D-Mass.) is among six Democratic senators urging the Justice Dept. and the FCC to reject Comcast's merger deal with Time Warner Cable.

Sen. Elizabeth Warren (D-Mass.) is among six Democratic senators urging the Justice Dept. and the FCC to reject Comcast’s merger deal with Time Warner Cable.

Six Democatic senators in states directly affected by the Comcast-Time Warner Cable merger want it canceled, and are urging regulators to reject the deal.

Sens. Elizabeth Warren (D-Mass.), Al Franken (D-Minn.), Richard Blumenthal (D-Conn.), Ed Markey (D-Mass.), Ron Wyden (D-Ore.), and Bernard Sanders (Ind.-Vt.) today signed a letter asking the Justice Department and the Federal Communications Commission to block the merger.

“We write to urge the FCC and DOJ to reject Comcast’s proposed acquisition,” reads the letter, organized by Sen. Al Franken (D-Minn.). “Should the transaction survive … we believe that Comcast-TWC’s unmatched power in the telecommunications industry would lead to higher prices, fewer choices, and poorer quality services.”

The six senators went straight to the top, addressing Attorney General Eric Holder and Federal Communications Commission chairman Thomas Wheeler. At least one House member is also opposed. Rep. Tony Cardenas (D-Calif.), represents a district in Los Angeles served by Charter Communications and Time Warner Cable. Customers of both companies in Los Angeles would be served by Comcast if the merger is approved.

Comcast’s reputation precedes it, and Time Warner Cable customers have overwhelmingly told regulators they’d prefer to keep the current cable company many loathe instead of taking a chance with Comcast, rated the worst company in the United States by Consumerist.com.

“We have heard from consumers across the nation, as well as from advocacy groups, trade associations, and companies of all sizes, all of whom fear that the deal would harm competition across several different markets and would not serve the public interest,” the letter adds.

It’s Official: Charter Communications Buys Bright House Networks in $10.4 Billion Deal

Charter_logoCharter Communications today officially announced it will acquire control of Bright House Networks in a $10.4 billion deal the two companies are calling a “partnership.”

Widely anticipated, the deal will help Charter in its quest to become the second largest cable operator in the country, up from fourth place.

Bright House is the sixth largest cable operator, serving almost two million video customers in central Florida including Orlando and Tampa Bay, as well as Alabama, Indiana, Michigan, and California.

The deal will establish a partnership between Charter and Bright House’s current owner, Advance/Newhouse. But nobody will doubt who is in charge. Charter will own 73.7% of the venture, leaving the Newhouse family with a minority share of 26.3%. Bright House shareholders will receive shares of New Charter stock.

brighthouse1The deal is partly contingent on Time Warner Cable, which has a right to acquire Bright House for itself as part of a long-standing partnership between the two cable companies on programming and technology matters. But such an acquisition now seems remote, considering Time Warner Cable remains tied up in its year-long effort to be acquired by Comcast. An even larger Time Warner Cable would further complicate that transaction in Washington, where regulators are clearly concerned about supersizing Comcast. Since some regulators count Bright House customers as de facto Time Warner Cable customers, having Bright House acquired by Charter would seem to reduce Comcast’s influence over American broadband and cable television by cutting its combined market share from 29 to 27 million subscribers.

The Charter Sucks website could soon be getting more traffic.

The Charter Sucks website could soon be getting more traffic.

But Charter is also dependent on the Comcast deal closing, because that transaction delivers Charter another 2.5 million Time Warner and Comcast castoffs that will be sold service under the brand GreatLand Connections. The combination of those subscribers and Bright House will make Charter the second largest cable operator in the country.

Unfortunately for customers, Charter isn’t even close to second place in customer satisfaction or service. Beyond the very active Charter Sucks website, every consumer satisfaction measurement firm places Charter substantially below average in service, satisfaction, and pricing. Bright House scored on the high side.

“From the frying pan into the fire,” lamented Sam Pama, a former Bright House customer turned FiOS fan in Tampa. “First Frontier bought Verizon FiOS in Florida and now Charter is buying Bright House. Both treat their customers like crap.”

One piece of good news: Charter quietly shelved their usage caps months ago and Frontier has only toyed with them in the past, taking significant heat from Stop the Cap! before backing off. Neither are expected to slap usage limits or usage billing on customers in the foreseeable future.

California Delays Consideration of Comcast-Time Warner Cable Merger, Charter Realignment Until May

comcastbuy_400_241Californians get a reprieve from the menacing Comcast-Time Warner Cable merger with an announcement from the California Public Utilities Commission it is putting further consideration of the merger deal on hold until later this spring.

Consumer groups loudly protested the PUC for holding its single public hearing on the merger in San Francisco, which has been served almost exclusively by Comcast for years. Most of the impact of the merger will be felt in Los Angeles, where Time Warner Cable provides service to around 1.8 million customers. The deal also involves Charter Communications customers in the region, who will also end up as Comcast customers if the deal is approved.

The PUC eventually agreed to hold a meeting in Los Angeles, but then scheduled it for Good Friday. Now it has changed the date for the four-hour public input session to April 14, one day before tax returns are due. No specific information about the time of the meeting could be located on the CPUC website, but we do know it will be held in the auditorium of the Public Utilities Commission’s building at 320 West 4th St. in downtown Los Angeles.

That the CPUC seems to be heading towards approving the deal does not come as much of a surprise. The CPUC has been surprisingly friendly to the communications companies it regulates, in the past approving questionable statewide video franchise reforms on behalf of AT&T and generally permitting most of the merger and consolidation transactions that arrive at the commission for review.

An advising administrative law judge attached a long list of recommended temporary conditions that should be included in any approval, covering everything from lobbying about municipal broadband to discount Internet service for the poor. Although Comcast claims it is willing to accept many of the short-term conditions, it also signaled objections to some of the most significant requirements, a potential sign Comcast might exercise its legal options in the future to be rid of the deal’s most onerous conditions.

Independent consumer groups not financially aligned with the cable industry are almost universally opposed to the merger as are many Californians.

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