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.

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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.”

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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.

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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)

“Use it or lose it” is the policy under which the Federal Communications Commission licenses scarce, publicly owned airwaves, but in practice companies warehousing unused spectrum can sell it off and make a handsome profit.

Reuters today reports T-Mobile USA is exploring a spectrum buy from its rival Verizon Wireless to bolster wireless data services to effectively compete against Verizon, AT&T and Sprint.

A source told Reuters the deal is in the early stages and could involve the purchase of Verizon’s unused “A” Block 700MHz spectrum, ideal for long distance and indoor reception. Verizon chief financial officer Fran Shammo earlier said the company was not going to sell its unused spectrum at “fire sale” prices and recently rejected an offer deemed to be too low. One analyst estimated the value of Verizon’s excess “A” spectrum to be as high as $3 billion.

T-Mobile, owned by Deutsche Telekom, told investors on Nov. 12 it was launching an equity offering to raise money for spectrum deals with a private, unnamed party. T-Mobile raised $1.8 billion through a sale of its common stock last week and offered $2 billion in bonds on Nov. 18 with the expected aim of funding future spectrum purchases.

Verizon acquired the spectrum in 2008, part of a broader auction that sold off frequencies formerly used by UHF TV channels 52-69. The “A” block is considered less desirable because of adjacent interference concerns in areas where a television station operates on Ch. 51. Those stations may not be there for long. The FCC is proposing to auction off UHF channels 31-51 to wireless companies in the future, reducing UHF TV to channels 14-30. Verizon’s “A” block licenses do not blanket the entire country, but can cover a number of major cities. Verizon Wireless deployed its LTE 4G network on its “C” block.

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)

Verizon Wireless quietly admitted Tuesday its much-vaunted LTE network is suffering speed slowdowns so serious, some customers in New York, Chicago, and San Francisco are being randomly kicked off Verizon’s 4G network to slower 3G service until congestion eases.

Fran Shammo, Verizon’s chief financial officer, volunteered that online video was the likely culprit and he was surprised by usage growth well in excess of what Verizon predicted.

Current estimates from the company suggest Verizon’s LTE customers are responsible for 64% of all data traffic on Verizon’s wireless network nationwide. But in large cities, Shammo said traffic numbers are much higher.

Shammo

“There are certain pockets where we’re absolutely going to experience that down tick from the LTE network to 3G because of capacity constraints,” Shammo admitted.

The sudden revelation Verizon now has insufficient capacity for its LTE service is a significant reversal for Shammo, who has repeatedly told investors Verizon has enough wireless spectrum for the next 4-5 years.

In May 2013, Shammo told investors attending the JPMorgan Global Technology, Media and Telecom Conference:

As I have said before, our spectrum position right now is very good, with the AWS transaction that we completed with the cable carriers last year, with the sale of the spectrum that we are doing with AT&T later this year, obviously giving that spectrum to someone who can utilize it better than we can at this point in time. So I think our holdings are exactly where we need to be. And I have said before we really don’t need spectrum for the next four to five years, with the way that we deployed CDMA and how we will utilize that spectrum from our CDMA deployment over to the 4G network as we need it.

Later that same month, Shammo confidently repeated his assertion Verizon was all set for spectrum at Barclays Global Technology, Media and Telecommunications Conference:

Well, we have — from where we sit today, we have a very good spectrum portfolio which is why we went after the AWS spectrum, which is really going to be used for our capacity of LTE. The 700 megahertz that we have contiguous across the United States is used for the coverage piece. So we’re in pretty good shape for the next four to five years, even with reallocating our 3G spectrum over to our 4G network. […] And we think, look, we think that there will be enough spectrum there. We think that technology change — I mean, people are already talking about LTE advanced. Well, LTE advanced is nothing more than creating a bit more speed on the network. But really LTE advances around being able to utilize the spectrum much more efficiently within the network.

Carriers can boost coverage with more cell towers, street level picocells, or in-building femtocells.

Some critics suggest Verizon is ginning up a spectrum crisis as new FCC chairman Tom Wheeler begins to look at the current state of wireless spectrum and competition in the wireless industry. They also point to the fact Verizon has so much unused, warehoused spectrum, it has tried to sell the excess off to third parties.

“We have A band [unused spectrum] in our pocket today that we put for auction a year and a half ago and we did not get what we thought it was worth,” Shammo said yesterday. “We brought it back into the portfolio. But we can use that as a trade for some different spectrum. We put it up for auction so obviously it was on the block [and was] never taken off the block. But obviously it is not for fire sale. If a transaction makes sense then we will execute the transaction. If it doesn’t, then we will deploy it.”

In the short-term, Shammo promised customers the congestion issues were already being dealt with by “lighting up” acquired AWS spectrum formerly owned by cable operators, and adding data systems and small cell-type antennas in high congestion areas.

Shammo added that since Verizon was finished expanding its wireless network out to new, unserved areas, future investments would be directed at improving service within current coverage areas.

“I think by year-end you’re going to see us [concentrate] all of our CapEx around densification and then you will start to see us talk about things like VoLTE (Voice over LTE) and multicast (video) and some of these LTE advanced technologies that will come in the next year,” said Shammo.

Are you getting the mobile broadband speeds your provider advertises for its whiz-bang 4G network? How do you know which carrier really delivers?

The Federal Communications Commission is hoping you can help them find out with a free Android app to be unveiled on Thursday.

The FCC has successfully used volunteer crowdsourcing before to keep wired Internet Service Providers honest through its “TestMyISP” speed measurement project for home broadband connections. When the first results were announced, an embarrassingly bad rating for Cablevision forced the cable company to quickly beef up its broadband infrastructure to match the speeds it promised customers.

Now the FCC’s new chairman Tom Wheeler hopes a similar effort will help the federal agency understand whether the promises wireless carriers make to customers are actually being kept.

With wireless broadband gaining in prominence, the FCC wants to do a better job monitoring a service most Americans use in some form while on-the-go. If providers like AT&T and Verizon Wireless are caught dramatically underperforming in coverage and speed, the agency may take that into account as part of its mission of regulatory oversight.

Consumers will also benefit from having an unbiased source that can offer regular analyses on the speed and performance of each carrier — useful information to have before being locked into a two-year contract.

Verizon, AT&T, T-Mobile, and Sprint are among the carriers agreeing to take part in the speed test project.

The FCC Speed Test app will initially be available for Android smartphones. There are no details about the release date of an Apple iOS version of the app, but the FCC’s Mobile Broadband Speed Test home page shows links (not yet active) for both versions of the app.