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Liberty Media Loses Interest in Sirius/XM; Turns Focus to Consolidating U.S. Cable Industry Instead

Phillip Dampier March 18, 2014 Competition, Consumer News, Liberty/UPC Comments Off on Liberty Media Loses Interest in Sirius/XM; Turns Focus to Consolidating U.S. Cable Industry Instead
Liberty Global logo 2012

Liberty Media is building an acquisition fund.

John Malone’s Liberty Media has lost interest in acquiring full ownership of satellite radio provider Sirius/XM as it turns its attention to re-entering the U.S. cable industry.

Malone’s company has a 53% controlling interest in the satellite radio service but had announced its intention to acquire 100% of the $23 billion venture. Analysts predicted Liberty planned to use Sirius/XM as an integral asset to help acquire financing to buy Time Warner Cable. But after Comcast suddenly announced its intention to acquire its fellow cable operator, Malone has decided he needed a bigger, more stable presence in the cable industry.

Liberty Media will create two new tracking stock groups for its interests — Liberty Media Group and Liberty Broadband Group. Liberty Media will hold Sirius/XM and a range of Liberty-controlled content companies. Liberty Broadband will be the new home for Liberty’s 25% ownership interest in Charter Communications as well as its future cable-related transactions.

Liberty Broadband Group is expected to start with more than $3 billion it can spend to acquire other cable operators, but analysts expect that amount to grow exponentially as investors seek financial opportunities from Malone’s efforts to consolidate the U.S. cable industry into three or four companies. Malone will need a large acquisition fund to target operators including Cox Communications, Cablevision, SuddenLink, Cable ONE, Mediacom, and other smaller companies.

Outbid, Charter Expected to Eye Consolation Prizes: Cox, Bright House, and/or Suddenlink

brighthouse_logoBright House Networks’ long standing relationship with Time Warner Cable — which negotiated programming deals on behalf of the smaller cable operator with operations in the south — may come to an end with an approval of a merger between Comcast and Time Warner. That could make Bright House a prime candidate for a takeover.

Charter Communications is likely to seek consolation prizes now that Comcast has outbid the smaller cable company for Time Warner Cable. Liberty Media’s John Malone and Charter’s CEO Tom Rutledge are meeting with advisers and board members to discuss where Charter will go next to grow its operations.

Malone and Rutledge believe the cable industry must consolidate to better position it against competition from online video, phone companies, and satellite television. Malone would like to see the United States served by just a few cable operators, and feels acquisitions are the best way to accomplish his vision.

suddenlink logoCharter is almost certain to buy at least some of the three million Time Warner Cable customers Comcast intends to cast-off if it wins regulator approval of its buyout deal. But Team Charter has assembled enough financing to go much farther than that.

Among the most likely targets, according to CRT Capital Group and Raymond James Financial are family held Cox Communications, the third largest cable operator in the country with more than four million customers, Bright House Networks, the tenth largest operator with just over two million customers, and Suddenlink Communications and its 1.4 million subscribers.

COX_RES_RGBCox, like Cablevision, has been closely controlled by its founding family for years, so rumors of sales of one or both have never come to fruition. But with the merger announcement of Comcast and Time Warner Cable, Wall Street pressure to consolidate is growing by the day. There is talk that if Comcast succeeds in its buyout effort, even satellite providers like DirecTV and DISH are likely to seek a merger. Even Cablevision, which serves suburban New York City may finally feel enough pressure to sell.

A Cox spokesperson this week continued to insist the company is not for sale, but money often has a way of changing minds, if there is enough of it on the table.

Other small regional operators also likely to be approached about selling include: MidContinent, Mediacom, and Cable ONE.

Comcast Seeking Buyout of Time Warner Cable Customers in N.Y., New England, and N.C.

Phillip Dampier January 27, 2014 Charter Spectrum, Comcast/Xfinity, Competition, Consumer News, Public Policy & Gov't, Video Comments Off on Comcast Seeking Buyout of Time Warner Cable Customers in N.Y., New England, and N.C.

Comcast-LogoComcast Corporation and Charter Communications are actively working on a deal to let Comcast acquire Time Warner Cable subscribers in New York, New England, and North Carolina, according to sources reporting to CNBC.

The split-up of Time Warner Cable is contingent on a successful takeover bid by Charter Communications, which would quickly sell the systems in the three regions to Comcast for an undisclosed sum.

CNBC reports Comcast and Charter are close to agreeing on terms, but Time Warner Cable and Charter remain far apart on the terms of Charter’s takeover bid.

Charter_logoComcast’s involvement in the deal could inject much-needed cash into a takeover bid financed largely by debt. It might also prompt Charter to sweeten its offer for TWC.

Comcast’s interest in the northeast and mid-Atlantic region is not surprising. The cable company already has a large presence in eastern Massachusetts, New Jersey, Maryland, D.C., and Virginia. Time Warner Cable is the dominant cable company in New York, western and northern New England, and North Carolina.

Charter would likely keep Time Warner Cable’s operations in Texas, California, the midwest and south for itself if it succeeds in a takeover.

Charter has reportedly has hired Innisfree M&A, a proxy solicitor, to prepare for a possible proxy fight with Time Warner. Innisfree specializes in convincing shareholders to agree to proposed mergers and acquisitions.

Liberty Media, which has a substantial ownership interest in Charter Communications, is also appealing directly to Time Warner Cable stockholders and is planning to run its own slate of candidates for Time Warner Cable’s board of directors. Should Liberty-nominated candidates attract a majority of votes at the annual shareholder meeting in May, the new board members are expected to quickly approve a sale of the cable company.

[flv]http://www.phillipdampier.com/video/Bloomberg Comcast Charter Near Pact on Time Warner Assets 1-27-14.flv[/flv]

Comcast Corp. is near a deal to buy New York, North Carolina and New England cable assets from Charter Communications, Inc. if shareholders approve Charter’s takeover bid for Time Warner Cable Inc., people with knowledge of the matter said. Alex Sherman reports on Bloomberg Television’s “Money Moves.” (3:28)

Charter Communications Publicly Offers to Buy Time Warner Cable in $61 Billion Deal

twc charterAs expected for months, Charter Communications, Inc. today formally offered Time Warner Cable shareholders $132.50 per share to assume ownership of the nation’s second largest cable operator in a deal worth more than $61 billion, including debt.

Bloomberg News this afternoon reported Charter Cable has offered $83 in cash for each outstanding share of TWC stock, as well as about $49.50 in Charter stock. That makes the attempted takeover the third largest merger deal worldwide since 2009.

Rutledge

Rutledge

Charter CEO Thomas Rutledge, a former executive at TWC and Cablevision would lead the combined enterprise under the Charter Cable name, likely pushing out TWC’s new CEO Robert Marcus. Rutledge argues that combining Charter and TWC would bring about considerable cost savings, particularly for spiraling programming costs. Analysts say the deal would also mean a reduction in Time Warner Cable’s workforce, especially in middle management, as operations are consolidated around Charter’s leadership.

Rutledge today said he privately approached Time Warner Cable executives with an offer in late December.

“We haven’t received a serious response,” Rutledge said today in a Bloomberg News telephone interview. “Our objective was to talk to management and try to get them engaged. They have not, so we’re going to make our case to shareholders about why this deal is good for them and hope they ask management and the board to watch out for the interests of shareholders.”

[flv]http://www.phillipdampier.com/video/CNBC Marangi on TWC Deal 1-13-14.mp4[/flv]

Chris Marangi from Gamco tells CNBC Charter Communications’ proposal to buy Time Warner Cable for $61.3 billion is probably too low, but the cable industry is “ripe for consolidation” and further mergers are likely. (1:39)

Time Warner Cable’s chief financial officer Artie Minson reportedly requested Charter make a higher bid that included more cash, but Charter refused.

Malone

Malone

The man pulling the levers behind Charter’s curtain is Dr. John Malone, former CEO of Tele-Communications, Inc., which was America’s largest cable operator in the late 1980s and 1990s. Malone’s Liberty Media is Charter Communications’ largest single investor. Malone has long argued for consolidation and cooperation in the cable industry to boost profits and control programming costs that drive up cable television bills.

Malone specializes in structured mergers and acquisitions that result in tax-free buyouts. Charter’s offer relies heavily on debt financing and would allow Charter to shield its ongoing net operating losses from taxes.

Malone indicated he is willing to play hardball to force a merger.

Malone told investors he expected Time Warner Cable to resist a takeover by Charter — America’s fourth largest cable company — so he is prepared to nominate Charter-friendly directors for Time Warner Cable’s board before nominations close Feb. 15. Time Warner Cable shareholders could force the merger by voting for Malone’s handpicked directors, who would promptly approve Charter’s takeover offer. But Time Warner executives will likely argue Charter’s offer is disadvantageous for TWC shareholders.

takeover“Since we made our first proposal, Time Warner Cable has lost another half million video customers,” Rutledge said. “Their customer service continues to decline in every measure. We can improve it. We have a demonstrated track record of improving customer service. It’s a question of credibility.”

Consumer Reports reports otherwise. Charter Communications has perennially been ranked America’s second worst Internet Service Provider cable operator in annual reader surveys. Only Mediacom is ranked lower among cable operators.

Now that Charter’s offer has gone public, investors suspect other cable operators may soon consider bidding for Time Warner Cable as well. Comcast is a likely bidder with an interest is taking control of Time Warner Cable’s systems in New York City and certain midwestern markets. Comcast would also like TWC’s regional sports channels serving southern California.

Customers will have no say in the matter, except through appeals to federal regulators which must approve any sale.

Unlike TWC, Charter Cable has usage limits on their broadband service.

[flv]http://www.phillipdampier.com/video/CNBC CNBC David Faber on TWC Deal 1-13-14.mp4[/flv]

CNBC’s David Faber reports today’s offer from Charter Communications is not technically a “bid” for Time Warner Cable. Instead, it’s a public offer to hopefully force TWC executives to take Charter’s offer more seriously. (3:25)

Time Warner Cable Lost Another 215,000 TV Subscribers in the Fourth Quarter

Phillip Dampier January 8, 2014 Competition, Consumer News Comments Off on Time Warner Cable Lost Another 215,000 TV Subscribers in the Fourth Quarter

timewarner twcTime Warner Cable lost another 215,000 video subscribers during the fourth quarter of 2013, leaving the company with 825,000 fewer subscribers than it had one year ago.

Customers are dropping service with the cable company because of rate increases, programming disputes, competition with AT&T and Verizon, and cord cutting.

Despite the video losses, Time Warner attracted 55,000 new broadband customers, many defecting from DSL, and 15,000 new landline customers signing up for phone service as part of a larger bundle.

Time Warner Cable’s poor results are fueling speculation that takeover offers promising increased shareholder value are potentially days away. Dr. John Malone’s Liberty Media and Charter Communications are expected to formally offer $62 billion for Time Warner as early as this week.

Malone has spent the last six weeks lining up Wall Street banks to help finance the transaction with loans that would leave a larger Charter Cable with substantial debt.

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