Charter will be among America’s top junk bond issuers. (Image: Bloomberg News)

The attempted $55 billion acquisition of Time Warner Cable will saddle buyer Charter Communications with so much debt, it will make the cable operator one of the nation’s largest junk bond borrowers.

Bloomberg News reports investors are concerned about the size and scope of the financing packages Charter is working on to acquire the much-larger Time Warner Cable. Total debt financing this year has already reached $18.2 billion and one of Charter’s holding companies is signaling plans to add another $10.5 billion in unsecured debt. Bloomberg reports the total value of Charter’s combined debt from existing operations and its acquisition of Time Warner Cable and Bright House Networks may reach as high as $66 billion.

Ironically, Time Warner Cable CEO Robert Marcus used Charter’s penchant for heavily debt-financed acquisitions as one of the reasons he opposed Charter’s first attempted takeover of Time Warner in January 2014.

The New York Times suggested Marcus seemed to be looking out for shareholders when he called the offer “grossly inadequate” and demanded more cash and special protections, known as “collars,” to protect stockholders against any swings in the value of Charter stock used to cover part of the deal.

The Marcus-led opposition campaign against Charter gave Comcast just the time it needed to mount a competing bid — all in Comcast stock, then worth around $159 a share. Comcast also offered Marcus an $80 million golden parachute if the deal succeeded.

Marcus’ concerns for shareholders suddenly seemed less robust. Gone was any demand for cash to go with an all-stock deal — Comcast stock was good enough for him. Most blockbuster mergers of this size and complexity also contain provisions for a breakup fee payable by the buyer if a deal falls apart. Marcus never asked for one, a decision the newspaper called “foolish,” considering regulators eventually killed the deal, leaving Time Warner Cable with nothing except bills from their lobbyists and lawyers.

After the Comcast deal failed to impress regulators, Charter returned to bid for Time Warner Cable once again. This time, Charter offered nearly $196 a share — nine times earnings before interest, taxes, depreciation, and amortization. (They offered about seven times earnings in 2014.) Marcus will now get the $100 a share in cash he wanted from Charter the first time, but shareholders are realizing that cash will be a lower proportion of the overall higher amount of the second offer.

Marcus has also said little about the enormous amount of borrowing Charter will undertake to seal its deal with Time Warner Cable. Nor has he said much about a revisited and newly revised golden parachute package offered to him by Charter, expected to be worth north of $100 million.

Marcus

But others did notice Charter raised $15.5 billion selling bonds on July 9, many winning the lowest possible investment grade rating from independent ratings services. Standard & Poor’s and Fitch Ratings bottom-rated part of Charter’s debt offering and Moody’s classified that portion as Ba1 — junk grade.

Charter traveled down a similar road six years ago, overwhelmed with more than $21 billion in debt to cover its aggressive acquisitions. Charter declared bankruptcy in 2009. The cable company has survived this time, so far, because of the Federal Reserve’s low-interest rates and very low corporate borrowing costs.

“Charter is walking on a razor’s edge,” warned Chris Ucko, a New York-based analyst at CreditSights.

Not so fast, responds Charter.

“The combined company will” reduce debt quickly, Francois Claude, a spokesman for Stamford, Conn.-based Charter said in a statement to Bloomberg News.

One likely source of funds to help pay down that debt will come from customers as the company seeks to drive higher-cost products and services into subscriber homes. Some of that revenue may come from selling higher speed broadband, a service customers are unlikely to cancel and may find difficult to get from telephone companies that have not kept up with the speed race. If cord cutting continues, and online video competition increases, that could result in customers dropping cable television packages at a growing rate, negatively impacting Charter’s revenue.

Time Warner Cable’s bondholders are already counting their losses. Their “investment grade” securities have already lost 9.3 percent of their value this year, compared with 0.58% losses in the broader high-grade debt market, according to Bank of America/Merrill Lynch. If increased competition does arrive or the FCC continues its pro-consumer advocacy policies, there is a big risk Charter’s revenue expectations may never materialize.

The New York State Public Service Commission today notified Charter Communications its merger application with Time Warner Cable will require a “more detailed review of the petition,” which means a final decision is unlikely before the end of this year or more likely 2016:

We have received the petition of Time Warner Cable Inc. and Charter Communications, Inc. dated July 2, 2015 seeking authority, pursuant to Public Service Law Sections 100, 101, and 222, to transfer a controlling interest in certain Time Warner Cable telephone systems, cable systems, franchises and assets to Charter and to issue debt. On July 10, 2015, a Supplement was received seeking further approval under PSL § 99(2) for a transfer of Time Warner Cable’s telephone franchises.

According to Sections 99 and 100 of the Public Service Law, such an application is deemed approved after ninety (90) days of filing unless the Commission or its designee notifies the petitioner in writing, within the time period, that the public interest requires the Commission’s review and its written order.

[…] A preliminary review indicates that the public interest requires a more detailed review of the petition. Therefore, pursuant to Public Service Law Sections 99,100, and 101 we are informing you that the Commission will review your petition and will issue a written response in this proceeding.

The PSC has set a deadline for comments on the merger of Sept. 16 with reply comments due two weeks after that. But on-the-record regional forums will also be held across the state to gather more comments from consumers and stakeholders. Locations of the forums have not yet been announced.

As with Comcast’s merger proposal, a significant review period is expected as the merger of Charter Communications and Time Warner Cable will have profound implications on the entire state. Outside of Long Island and a few boroughs in New York City, Time Warner Cable is by far the most dominant provider serving every major population center in New York.

Two letters have already been added to the record about the merger.

The Rochester Business Alliance filed this letter in “strong support” of the proposed deal, quoting almost entirely from press releases and merger advocacy documents issued by Charter Communications. Time Warner Cable is a “partner member” of the group, better known as the Regional Chamber of Commerce.

“The Rochester Business Alliance advocates for an environment that will promote the success of its members and the local economy,” the group writes on its website. “We help our member companies and their employees stay connected to the issues as well as to the people who can make a difference.”

Michael Kaplan is the first consumer to weigh in on the merger, and he is opposed.

“Just like the Comcast we now have to write to you to ask that you reject this merger,” Kaplan writes. “The only people who benefit from this are the three or four people who will get very rich from it. The rest of the people you are supposed to be protecting? We get much higher cable/Internet rates because they are taking on so much debt that it’s obvious they will have to raise rates significantly. How does this help New York State?”

Kaplan also doesn’t believe Charter’s promise not to usage cap its broadband customers because the commitment expires after three years:

They also promised not to cap or throttle broadband users for three years. Is that a joke?

Time Warner has (due to public backlash) never capped or throttled their Internet. They have not placed data caps on their service which everyone knows is a cash grab.

If you are politically forced into doing this than at the very least Charter MUST keep the current arrangement Time Warner Cable has forever. FOREVER. No data caps, no overage fees, no throttling. Never.

Robert Marcus stands to make over 90 million dollars from the sale of Time Warner. Since his inception as CEO his mission has been to sell the company so he can cash out. He should improve service, equipment, work for us.

We the people are getting sick and tired of it and we are especially of a CEO who is only thinking of his end. What he will personally make. He doesn’t care on how every single person in NY State will get screwed.

A Dutch telecommunications regulator is warning mergers and acquisitions rarely turn out well for competition or consumers, and admits mistakes were made when regulators allowed John Malone to create an effective cable monopoly in Holland.

Chris Fonteijn, board chairman of the Netherland’s Authority for Consumers and Market (ACM) told fellow regulators at a conference in London that two wired broadband providers are not enough to foster real competition, because the competitors are likely to collude on pricing and have a built-in incentive to limit costly upgrades.

Fonteijn

“Two telecom companies [in an area] is not sufficient to ensure that consumers get the best deals on price and quality,” Fonteijn said. “Two dominant operators can lead to coordination between the main players and less investment and innovation, disadvantaging consumers.”

Fonteijn confessed ACM may have made a mistake allowing John Malone’s UPC — a European cable conglomerate — to acquire its larger competitor Ziggo, establishing an effective monopoly in cable broadband in most parts of Holland. The merger has left most Dutch broadband users with two choices for broadband: telephone company KPN or  cable company Ziggo.

After the merger, Fonteijn believes the two companies reduced investment and innovation. Dutch regulators required KPN to open its network to wholesale customers who resell services over the telephone network. But UPC/Ziggo escaped any wholesale access requirement, further limiting potential competition. Fonteijn said ACM was revisiting that discrepancy and may force Ziggo to open up its cable system.

At the very least, Fonteijn suggests multiple wired operators competing with at least three nationwide mobile carriers to protect competition and innovation.

Stop the Cap! will formally participate in New York State’s regulator review of the proposed merger of Charter Communications and Time Warner Cable.

“We will be submitting documents and testimony to the New York State Department of Public Service on behalf of consumers across the state that need a better deal from their cable company,” said Phillip Dampier, the group’s president. “A review of the current proposal from Charter is inadequate for New York ratepayers and most of Charter’s commitments for better service and lower prices expire after just three short years.”

Stop the Cap! will urge regulators to insist on significant changes to Charter’s proposal that will permanently guarantee a broadband future with no compulsory usage caps/usage-based billing, Net Neutrality adherence, affordable broadband to combat the digital divide, and upgrades that deliver faster broadband than what Charter currently proposes outside of New York City.

Dampier

“Upstate New York is at serious risk of falling dramatically behind other areas where Google Fiber and other providers are moving towards a gigabit broadband future,” Dampier said. “In most of Buffalo, Rochester, Syracuse, Binghamton, and Albany buying the FCC’s definition of broadband means calling a cable company that now delivers no better than 50Mbps to residential customers. Verizon FiOS expansion is dead and obsolete/slow DSL from Frontier and Verizon should have been scrapped years ago.”

Stop the Cap! worries that with limited prospects for a major new competitor like Google in Upstate New York, broadband speeds and service will not keep up with other states. Verizon has devoted most of its financial resources to expanding its wireless mobile network, which is too expensive to use as a home broadband replacement. Frontier claims to be investing millions in its networks, but has delivered only incremental improvements to their DSL service, which in most areas is still too slow to qualify as broadband.

“Frontier is more interested in acquisitions these days, not upgrades,” Dampier argued.

“Although we have some entrepreneurs managing to deliver competitive fiber service in limited areas, it will likely take years before they will reach most customers,” Dampier added. “Upstate New York cannot wait that long.”

The headquarters building of U.S. satellite TV operator DirecTV is seen in Los Angeles, California May 18, 2014. REUTERS/Jonathan Alcorn

WASHINGTON (Reuters) – AT&T Inc’s proposed $48.5 billion acquisition of DirecTV is expected to get U.S. regulatory approval as soon as next week, according to people familiar with the matter, a decision that will combine the country’s No. 2 wireless carrier with the largest satellite-TV provider.

The Department of Justice, which assesses whether deals violate antitrust law, has completed its review of the merger and is waiting on the Federal Communications Commission to wrap up its own, according to three people familiar with the matter.

The FCC, which reviews if deals are in public interest, is poised to approve the deal with conditions as early as next week, according to three other people familiar with the matter.

All the sources asked not to be named because they were not authorized to speak with the media. An AT&T spokeswoman and FCC spokesman declined comment. Justice Department representatives were not immediately available for comment.

AT&T’s merger with DirecTV, announced in May 2014, would create the country’s largest pay-TV company, giving DirecTV a broadband product and AT&T new avenues of growth beyond the maturing and increasingly competitive wireless service.

The deal has been expected to pass regulatory muster in contrast with the rival mega-merger between cable and Internet providers Comcast and Time Warner Cable, which was rejected in April largely over the combined companies’ reach into the broadband market.

The FCC and AT&T have been in negotiations over conditions for the merger for several weeks, the people said, adding that none of the conditions are controversial enough to break the deal.

Those conditions are expected to include assurances that both middle-class and low-income Americans have access to affordable high-speed Internet, including an offering of broadband subscriptions as a standalone service without a TV bundle, according to two of the people.

AT&T has earlier committed to expand access to broadband service in rural areas and to offer standalone Internet service at speeds of at least 6 Megabits per second to ensure consumers can access rival video services online, such as Netflix.

FCC officials are also considering ways to ensure that the conditions are properly enforced in the future, possibly through a third-party monitor, according to the two sources.

The FCC is also weighing how to ensure the merged companies abide by the so-called net neutrality rules, which regulate how Internet service providers manage traffic on their networks.

AT&T has promised to abide by net neutrality principles such as no-blocking of traffic, but is challenging in court the FCC’s newest net neutrality regulations that have expanded the agency’s authority over various deals between Internet providers and content companies.

FCC reviewers are weighing what net neutrality-related conditions to apply to the merger and how to address the possibility that the court throws out the latest rules, the two sources said.

Reported by: Alina Selyukh and Diane Bartz