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Charter Spectrum CEO Says Company Using Tax Breaks to Buy Back Its Own Stock

Rutledge

Charter Communications is using the benefits of the Republican-promoted tax cut to buy back its own stock, because the only other option under consideration was using the money to buy up other cable operators.

“From a [mergers and acquisitions] perspective, I think cable is a great business. If there were assets for sale that we could do more of, we would do that,” said Charter Communications CEO Thomas Rutledge at this week’s UBS Global Media & Communications Conference. “We’ve been buying a lot of our own stock back. Why? Because we think the cable business is a great business and we haven’t been able to buy other cable assets.”

Charter is not using the company’s lower tax rate to benefit Spectrum customers with lower bills or more extravagant upgrades. Instead, it is accelerating efforts to please shareholders and executives with efforts to boost its share price — something key to top executives’ performance bonuses.

With digital and broadband upgrades nearly complete in areas formerly served by Time Warner Cable and Bright House Networks — the cable companies Charter acquired in 2016 — Rutledge told investors he can initiate additional upgrades without spending huge sums on infrastructure buildouts.

Gigabit speed is now available in most markets, and the company has doubled its lowest internet download speeds in areas where it faces significant competition from AT&T from 100 to 200 Mbps, boosting sales of Spectrum broadband service, according to Rutledge.

Today, about 60% of Spectrum customers are offered 100 Mbps, while the other 40% — mostly in AT&T service areas — are getting 200 Mbps.

Rutledge told investors he does not see much threat from Verizon FiOS or its newly launched 5G offerings, and has no immediate plans to upgrade service in Verizon service areas because neither offering seems that compelling.

“I saw that Verizon had some passings that they could do 800 Mbps in,” Rutledge said. “We have 51 million passings that we can do 1 gigabit in and we can go to 10 gigabits relatively inexpensively and I think we will because I think the world will go to 10 gigabits.”

Analysts are uncertain whether Rutledge’s comments are naïve or brave.

“We see 5G fixed wireless broadband [like that offered by Verizon] as the largest existential threat to broadband providers, by far,” wrote analysts at Cowen. Until now, most broadband competition for cable operators came from phone companies pitching DSL. Verizon retrenched on its FiOS offering several years ago. But AT&T has been more aggressive upgrading urban areas to fiber service, which has forced Charter to respond with higher speeds and better promotions.

Rutledge does not see Verizon’s 5G being a significant competitive threat for several years, and suspects Wall Street may once again punish Verizon for spending money on a wireless network less capable than what the cable industry offers today. Shareholders may also dislike watching Verizon distracted by the home broadband market when portable wireless revenues are much more important to the company.

Verizon officials claim about half of those signing up for its 5G service plan were not current Verizon customers. But the company would not say whether their new fixed wireless customers were coming largely from cable or DSL disconnects, which would prove marketplace disruption.

N.Y. Gives Charter Spectrum Another Extension

New York’s Department of Public Service (DPS) has granted Charter Communications an unprecedented additional 18-day extension to file its threatened appeal of the Commission’s decision to boot the cable company from the state and its six-month exit plan.

“Charter and DPS Staff state in their request for a limited 18-day extension of time that discussions are ongoing, that Charter and DPS Staff have established a framework for how a settlement agreement might be structured, and that any final agreement would necessarily address: issues relating to the inclusion of certain categories of addresses and whether they are valid ‘passings’ under the Merger Approval Order; penalty actions and amounts under dispute in Supreme Court; and a schedule for compliance (including enforcement mechanisms) going forward,” the order granting the extension reads.

Despite last week’s filing from Charter’s attorneys excoriating the Public Service Commission for its decision to remove Spectrum from the state, the DPS claimed this week that because of Charter’s “continued obligations to comply with the Public Service Law and regulations, good cause exists […] to allow for further discussions while both sides reserve their respective legal rights.”

But some consumer groups, including Stop the Cap!, are wondering exactly when patience will run thin at the Commission.

“When the latest deadline arrives in January 2019, it will be nearly six months since the Commission voted to strip approval of Charter’s merger with Time Warner Cable,” said Phillip M. Dampier, founder of Stop the Cap! “While we can appreciate the benefits of negotiation and dialogue, these conversations are taking place behind closed doors with no public input and no formal ability for groups like ours to intervene and offer our own views.”

Stop the Cap! has advocated that Charter Communications be allowed to remain in business in New York, but only with their agreement to meet some additional terms and conditions:

  1. Further extend Spectrum service to additional customers in rural New York scheduled to receive satellite internet service;
  2. Increase entry-level broadband speed to at least 200 Mbps immediately and further extend availability of Everyday Low Price Internet service ($14.99/mo);
  3. Settle the ongoing labor dispute with striking Spectrum workers in downstate New York.

“At present, it appears the DPS/PSC is only negotiating to get Spectrum back in compliance with the original terms of the Merger Order they have been ignoring, which is hardly a concession,” Dampier said. “Charter’s arrogance and blatant disrespect for the terms of the merger deal and its flippant adherence to those terms should cost the company more than just a monetary fine lost in the state’s coffers. Visible benefits to New York consumers must be part of the equation.”

Dampier

The state seems mostly focused on keeping Charter in compliance with the agreement while the lawyers talk.

“As the Commission noted in prior extensions, however, this limited extension should not be viewed as an indefinite grant of time for discussions to continue between DPS Staff and the Company,” DPS officials wrote. “Many Upstate New Yorkers living in Charter’s franchise areas are understandably frustrated by the lack of modern communications infrastructure. The Compliance and Revocation Orders were designed to deal with very serious consumer issues presented by Charter’s conduct related to the company’s network expansion. As such, the processes envisioned therein must continue in the absence of an agreement.”

The current extension resets the deadlines to file an appeal to Dec. 14, 2018 and the six-month exit plan to Jan. 11, 2019. Both are just the latest in a series of extensions.

Important Dates:

  • July 27, 2018: The PSC votes to rescind approval of the Charter/Time Warner Cable merger in New York, effectively disallowing the company to continue to do business in the state.
  • August 17, 2018: Charter files a 60-day extension request, which is granted on Aug. 20.
  • September 7, 2018: Charter files a 30-day extension request, which is granted on Sept. 10.
  • October 9, 2018: Charter files a 60-day extension request. The DPS grants a 45-day extension instead on Oct. 10.
  • November 21, 2018: Department of Public Service (DPS) Staff and Charter filed a joint letter stating that they had not yet been able to reach a fully executed settlement agreement, but that they had established a framework for how a settlement agreement might be structured and that discussions remain ongoing. A limited 18-day extension is granted.
  • December 14, 2018: Deadline for Charter to file its appeal with the Commission.
  • January 11, 2019: Deadline for Charter to file a six-month exit plan showing the Commission how the company intends to orderly transfer its Spectrum cable operation to another provider.

Negotiations… Interrupted: Charter Spectrum Panics As Time Runs Out to File N.Y. Exit Plan

Charter Communications ‘productive negotiations’ with New York’s Public Service Commission have deteriorated.

On Monday, Charter Communications filed a Motion for Stay to block the regulator’s July order revoking Charter’s merger with Time Warner Cable and requiring the cable company to file an orderly exit plan with the state no later than Dec. 24.

“Discussions have, so far, not resulted in a settlement,” the company admitted in the legal filing.

Get Out of New York

Calling the order “draconian” and against the public interest, Charter all but accused the Commission of being petty for throwing the country’s second largest cable company out of the state over what it called “the Commission’s revisionist interpretation” of the agreement to expand cable broadband service to unserved parts of the state. It called the Commission unreasonable for not giving the company due process, setting an unreasonable deadline to formulate an exit from the state, and violating the company’s 1st Amendment rights.

“The Revocation Order imposes a draconian penalty on Charter’s New York operations, commanding Charter to undo a significant portion of a multi-billion dollar merger the Commission approved over two-and-a-half years ago and purporting to evict Charter from the State where Charter serves 3.1 million customers and has more than 11,000 employees,” the company’s lawyers argued. “To top it off, the Order, as extended, gives Charter only until December 24 to formulate an exit plan, and six months thereafter to accomplish the exit, timing that would (as the Commission knows) effectively insulate the Commission’s actions from any judicial review. The Commission’s actions reflect not reasoned decision-making directed to the public interest, but rather retaliation against Charter because Charter challenged the Commission by advocating for its good-faith reading of the expansion condition.”

“The Revocation Order is unprecedented in its scale and represents a unique and extremely unusual penalty that, to Charter’s knowledge, no other major cable or telecommunications provider has ever faced in New York,” the company added. “Merely developing an exit plan to meet the December 24, 2018 deadline would force Charter to divert significant resources from its business operations in order to explore what an exit plan might look like, if it is feasible at all. Already, business executives in various departments of Charter have had to take time away from overseeing the business in order to explain the impacts of the Revocation Order and expected impacts of any exit plan. Continuing to divert resources to such an effort, including the time of Charter’s management teams, will necessarily impact Charter’s ability to focus on its core operations.”

The 25-page attack on the Public Service Commission suggest negotiations have strained between the company and regulators, despite several deadline extensions and often-repeated claims from both sides that “productive negotiations” were underway. In a footnote, Charter attempts not to burn all of its bridges with the Commission, noting, “Charter is filing this petition to preserve its substantial and compelling legal rights. Nothing in this application is intended to foreclose the possibility of further discussions with the Commission to resolve this dispute without the need for judicial review.”

The company wants the Commission to stop the clock it imposed on Charter to get its affairs in order in preparation of leaving New York. It is requesting a stay that will drop the deadlines until the courts wrangle over what Charter is calling an “unprecedented and unlawful action.”

Scrambled Eggs

Charter argues the Commission has no right to insist on much of anything, because much of its business operation is unregulated and attempts to interfere with it would cause the company “clear and substantial irreparable harm,” and violate the company’s constitutional rights.

The harm from Charter’s actual departure from New York roughly seven months from now would itself be massive and irreparable, as there would be no way for Charter to restore its position by “re-entering” the State in a commercially reasonable way if Charter later prevailed on judicial review. The eggs here are scrambled—the merged companies’ national operations are fully integrated, and there is no obvious way to separate them. Any obligation to do so would require a massive commitment of time and resources—starting immediately—to navigate the complex business, legal, and regulatory requirements needed to implement the Commission’s order to unscramble the eggs. Moreover, the preparation of an exit plan would itself negatively impact Charter’s reputation with employees, customers, and suppliers in highly competitive markets and require Charter to expend substantial effort, resources, and money that could not be recovered if Charter ultimately prevails in challenging the Revocation Order.

The filing does not acknowledge that Charter was informed of the Commission’s decision in late July and that multiple deadlines have already been extended on the company’s behalf by regulators. Charter also does not mention there is a long history of cable companies separating, spinning off, selling, or trading parts of the business to other cable operators when business or regulatory conditions warrant. Several cable industry mergers have required spinoffs of certain cable properties which have been accomplished with little protest from the cable companies involved.

Charter also argues that the very idea New York’s PSC would demand the company leave the state is irreparably harming the company’s good reputation with its customers — a contention long in dispute with many of those customers and customer satisfaction surveys which have rated the company among the worst in the country. But that did not stop Charter’s attorneys from trying:

[…] The Revocation Order has negatively affected Charter’s reputation and goodwill, and will continue to do so unless stayed. The Revocation Order unfairly paints Charter as an irredeemable bad actor, and the Revocation Order’s unwarranted requirement that Charter exit the State within a matter of months has damaged Charter in the general public’s eye. Indeed, Charter’s goodwill was already harmed by the initial media attention the Revocation Order received, and this harm is likely to be exacerbated by the filing of an exit plan that will spur a second round of news stories and public speculation regarding the dispute.

Bad Faith

Charter claims the Commission changed the terms of the Merger Order after it was approved. In Charter’s view, the company’s expansion effort to reach unserved parts of New York State should include New York City, one of the most wired metropolitan areas in the United States. That the Commission took offense to Charter’s interpretation of the Merger Order should not mean the company should face the ultimate consequence — being asked to leave the state.

“The unprecedented revocation of the Commission’s approval of a merger that closed over two years ago is grossly disproportionate to any conduct at issue here,” Charter argues. “Although the parties dispute the meaning of the expansion condition in the merger order, the revocation of the merger approval serves no legitimate Commission interest when other remedies are available and when the Commission has no reason to doubt Charter’s readiness to comply with any authoritative judicial construction. Nor can the Commission’s unprecedented action be justified by any finding of “bad faith.” What the Commission inappropriately labels bad faith is simply Charter’s reasonable effort to challenge the Commission’s new interpretation, exhaust administrative remedies, and prepare its case for judicial review. There is no reasonable justification for the punishment the Commission imposed.”

Charter also takes issue with the way the Commission met and voted to throw the company out of New York, calling it “the paragon of procedural irregularity.”

“The Commission issued the ‘revocation’ penalty […] at a rump session of the Commission, without providing Charter with an opportunity to comment or present any argument on the availability of the remedy itself, or upon most of the grounds on which the penalty was predicated,” the company argued. “The Commission also denied the public—including Charter’s customer base, who would be required to switch to a new provider, and the local governments that are parties to Charter’s franchise agreements that the Order purports to vacate—an opportunity to comment on the unprecedented proposal to force Charter to exit New York.”

Charter Sets Its Own Deadline – Nov. 26

Charter expects the PSC to rule on its motion within a week of filing it, demanding a stay before the start of business on Monday, Nov. 26. If the company does not get what it wants, it will seek a stay from the Supreme Court in Albany County instead.

But the company also suggests the PSC is bluffing.

“The Commission is currently pursuing an action to enforce its interpretation of the Expansion Condition in the Supreme Court, suggesting that the Commission itself intends for the condition to remain in effect rather than for Charter to actually discontinue operations and leave the State,” the attorneys wrote. “And even if the Commission truly intended to revoke Charter’s merger approval and require it to leave New York, there is no reason the Commission needs Charter to do so—and to submit a plan to that effect—immediately, before Charter has had an opportunity to seek rehearing and obtain judicial review.”

Several States Rubber-Stamping Approval of T-Mobile/Sprint Merger; N.Y. Isn’t One of Them

A dispute is emerging in New York between Sprint and T-Mobile and the Communications Workers of America (CWA) and pro-consumer group the Public Utility Law Project (PULP) over the wireless companies’ attempt to argue for their merger deal in a partly secretive filing not open to review by the public.

In a joint letter signed by Richard Brodsky, on behalf of the CWA and Richard Berkley, on behalf of PULP, the two groups argue Sprint’s initial summer filing promoting its merger did not come close to meeting the state’s burden of proof that allowing the two companies to join forces would be good for New York consumers. But even worse, the two wireless companies are now trying to introduce new arguments in favor of their merger, while redacting them from public view and comment.

“The use of the public comment process to recast the Petition, to attempt to repair the fatal defects in the Petition, and to insulate this new information from public comment is fundamentally unfair,” the two men wrote. “This maneuver deprives Parties of the opportunity to respond to the full set of arguments and assertions made by the Joint Applicants; it undermines the usefulness and value of the public comment policies so fundamental to the Commissions’ history and values and the proper conduct of a rulemaking proceeding; it is not contemplated by Commission rules; and it sets a precedent for future misuse of comments to short-circuit full public analysis.”

The companies filed what they called “comments” on Nov. 16. Detailed information about how the merger will impact on New York consumers was left redacted:

Sprint and T-Mobile’s arguments regarding the consumer benefits of its merger for New Yorkers remain a public mystery. The companies redacted this submission to keep the prying eyes of average consumers from reading it.

The CWA and PULP are asking the Commission for an order that:

1) Requires the Joint Applicants to provide unredacted submissions or to withdraw any document relying on redactions; and/or
2) Convenes an evidentiary hearing permitting examination and testimony relating to the Petition and the submission; and/or
3) Grants our previous request for a formal Public Hearing on the Petition and the submission; and/or
4) Removes from the record the Joint Applicants’ November 16 submission from the record; and/or
5) Extends the deadline for Notice and Comment in the October 19 Order to December 15, 2018; and/or such other relief as the Commission may order.

The merger of the two wireless companies requires state and federal approval. Alaska, Colorado, Delaware, Georgia, Louisiana, Maryland, Minnesota, Nevada, Texas, Utah, West Virginia and the District of Columbia have already essentially “rubber-stamped” approval of the merger deal with little comment. Pennsylvania regulators submitted a series of questions that the two companies answered earlier this week.

Sprint and T-Mobile are having a tougher time dealing with regulators in New York and New Jersey, however — the two most likely to either deny approval or impose significant deal conditions in approving the transaction. A review is pending in California, which routinely asks a lot of questions but rarely opposes telecommunications company mergers. Hawaii and Mississippi will also examine the merger in the near future, but neither are expected to oppose it.

New York regulators are likely to consider the impact of the merger on the availability of affordable cellphone plans, the Lifeline program that offers discounted phone service for the poor, and how the transaction will affect rural wireless service in upstate New York.

Ajit Pai Plans to Remain as FCC Chairman “For the Foreseeable Future”

Phillip Dampier October 30, 2018 Net Neutrality, Public Policy & Gov't No Comments

Pai

Despite the potential for a Democratic Party takeover of the U.S. House of Representatives that is likely to usher in a new era of more aggressive oversight of the Republican-dominated Federal Communications Commission, current chairman Ajit Pai “plans to lead the FCC for the foreseeable future.”

Multichannel News reports Pai is unlikely to leave his post just two years after being appointed to the position by President Donald Trump, despite an ethics controversy over alleged assistance given to Sinclair Broadcast Group to allow the company to acquire more stations despite a federal ownership cap on the number of stations that can be owned by a single entity. Pai also was responsible for a highly controversial decision to cancel net neutrality provisions enacted during the Obama Administration.

“Chairman Pai remains focused on his key priorities, including bridging the digital divide, fostering American leadership in 5G and empowering telehealth advancements,” said Brian Hart, director of the FCC’s office of media relations.

Should both the Senate and House flip to Democrats in next week’s midterm election, Pai’s agenda of deregulation, media consolidation, and elimination of many Obama-era consumer protections would be in peril and subject to determined Congressional oversight.

Pai has taken heat from consumer groups for ending a set-top box competition program that could have forced television providers to accept equipment obtained competitively in the retail market. He also faced criticism for reinstating a program giving UHF TV station owners the opportunity to acquire more stations, directly benefiting Sinclair and allowing it to pursue its since failed merger with Tribune Broadcasting.

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Recent Comments:

  • Dylan: Look at their prices. Absolutely ludicrous compared to many companies, especially Charter Spectrum. I pay $60 a month for 100/10 with unlimited data. ...
  • Paul Houle: For a long time communities have been frustrated in that they don't have any power to negotiate with cable companies. This town refused to enter into...
  • Ian S Littman: To be fair, you aren't wrong. Spectrum likely knows it won't have any competition for years in Lamar, so they'll quickly get take rates of >70% (re...
  • Ian S Littman: Are you in an area that can even get Spectrum service? Because in areas where they actually have to compete, they're actually pretty decent now. Yes,...
  • Ian S Littman: A more odd entry in that list is Chattanooga. The entire area has FTTH via EPB. Yet apparently folks can't swing the $57/mo starting price for 100 Mbp...
  • Ian S Littman: The issue here is that the NY PSC's threats have no teeth because, well, who will take over the cable systems if Spectrum is forced to sell? Either Al...
  • Bill Callahan: Phil, National Digital Inclusion Alliance just published interactive Census tract maps for the entire US based on the same ACS data. Two datapoints a...
  • Carl Moore: The idiots that run the cable companies must be also using drugs...a lot of people are cutting their cable services because of the higher rate and inc...
  • EJ: This will require a New Deal approach. Municipals need the ability to either be granted money or loaned money for broadband expansion. Until this is d...
  • Bob: I also got $1 increase for my 100/10 internet from Spectrum. A rep said it's for the speed increase that's coming in 2019. I complained that I was pro...
  • EJ: It makes sense to focus on wireless considering the government contract they have. The strange thing is they referenced fixed wireless in this article...
  • nick: Interesting how they conveniently leave out (Spectrum TV Choice) streaming service which is also $30/mo ($25/mo for the first 2 years)....

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