Softbank CEO Masayoshi Son

Japan’s SoftBank “has laid the groundwork” for a $100 billion bid to acquire Charter Communications, better known to its customers as Spectrum, and merge it with Sprint, the American wireless company it controls, according to a report this morning in the Times of London.

London financial district sources leaked information early Monday morning that SoftBank’s billionaire CEO Masayoshi Son has already quietly purchased nearly 5% of Charter Communications stock, a prerequisite for launching a takeover bid. By purchasing a solid stake in Charter, the company hopes to be to taken more seriously about its proposition to combine America’s second largest cable company with the country’s fourth largest wireless carrier.

This isn’t the first time SoftBank has expressed an interest in a merger with Charter. Late in 2017, Masayoshi approached both Charter and its largest shareholder, Dr. John Malone, about the prospect of a merger. Malone was reportedly lukewarm about the deal, while Charter CEO Thomas Rutledge and the rest of his management team opposed the deal. But apart from Malone and Rutledge, many of Charter’s top shareholders were in favor of a merger — particularly the Newhouse family, which sold its interests in Bright House Networks, a mid-sized cable operator, to Charter in 2016.

Masayoshi has been a strong advocate of consolidation in the wireless industry, and has repeatedly lobbied for permission to acquire T-Mobile USA to combine it with Sprint. But regulator concerns during the Obama Administration made such a deal impossible. By targeting the acquisition of a cable operator, SoftBank can argue the transaction will have no material impact on competition because Sprint and Charter Communications operate different businesses.

National security officials inside the Trump Administration dropped a controversial proposal on the desks of multiple federal agencies that advocates a federal government takeover of the nation’s forthcoming 5G wireless network.

Axios obtained a copy of an accompanying memo and PowerPoint presentation outlining the proposal that would nationalize 5G service and have taxpayers fund the construction of a single,  nationwide network that would allow federal officials to secure traffic from foreign economic and cybersecurity threats.

Some national security officials worry the Chinese have achieved dominant market positions in network infrastructure and artificial intelligence, and this could have security implications for emerging technologies like self-driving cars and machine to machine communications, which will likely use 5G networks.

“China is the dominant malicious actor in the Information Domain,” the presentation notes, adding that two Chinese manufacturers – ZTE and Huawei are dominant players in 5G infrastructure at a time when American manufacturers of wireless technology are disappearing.

That 5G technology and who makes it is becoming a national security issue, claims the author, advocating reduced risk by authorizing the United States government to build a single, nationwide 5G wireless network, on which America’s wireless carriers could lease secure access. The network concept could even eventually be shared with America’s allies to protect them from “Chinese neo-colonial behavior,” the author writes.

The author of the presentation, perhaps unintentionally, waded into the heart of a fierce debate between municipalities, broadband advocates and private cable and phone companies and their funded special interest groups, over the benefits of public vs. private broadband service.

Calling the taxpayer-funded effort “the 21st century equivalent of the Eisenhower National Highway System,” the author advocated first spending up to $200 billion to construct a national fiber optic backbone that would reach neighborhood 5G small cells. Additional funding would cover small cell placement and equipment.

The author implied the Department of Defense budget could be tapped for some of the money, quoting the Secretary’s interest in expanding secure communications. The author noted little of the military’s current $700 billion budget does any good for the American people in the information domain. Constructing a secured 5G broadband network would presumably change that.

The proposal suggests a national 5G network could be up and running within three years, if it became a government priority. ISPs and other users would then be able to obtain access on the network to service their respective customers.

If adopted, the Trump Administration would oversee the country’s largest public broadband project in American history, paid for by U.S. taxpayers, a concept that has traditionally been anathema to most Republicans and the broadband industry. Both have traditionally opposed public broadband projects if or when they compete with the private sector.

“This is coming from a Trump’s National Security Council,” tweeted Hal Singer, a principal at Economists, Inc. “If the same thoughts came from Bernie Sander’s NSC (or Elizabeth Warren’s), Republicans would be up in arms and Fox News would sound the socialism alarm.”

Commissioners at the Federal Communications Commission also roundly criticized the proposal.

“I oppose any proposal for the federal government to build and operate a nationwide 5G network,” wrote FCC Chairman Ajit Pai. “The market, not the government, is best positioned to drive innovation and investment.”

Pai wants the government to accelerate the allocation of additional wireless spectrum that could be auctioned off to wireless carriers to expand 5G.

The large wireless carriers remained silent about the implications of the proposal, claiming they had not yet seen it.

But by late morning, the Trump Administration was attempting to downplay the presentation, telling Recode the document was dated and had merely been floated by a staff member and was not a reflection of an imminent major policy announcement.

That did not stop four of the five commissioners at the FCC from hurrying out statements criticizing the proposal, and the fifth tweeting negatively about it. They apparently took it very seriously:

• • Commissioner Clyburn’s comments
  • Commissioner Carr’s comments
  • Commissioner O’Rielly’s comments
  • Chairman Pai’s comments

The Boston Globe has joined a parade of media outlets concerned about the future of local news that could be affected if Sinclair is successful in winning approval of its acquisition of Tribune Media’s 42 television stations, calling Sinclair a “behemoth” and the deal “a matter of urgent concern.”

Sinclair is already the largest owner of local television stations in the United States, and its proposed $3.9 billion purchase of Tribune would turn it into a behemoth, with access to more than 70 percent of American households.

An expansion of that size isn’t in the public interest, and federal regulators should move to block it. If they fail to act, state attorneys general should step up and attempt to stop the merger. Sinclair, which already has stations in Rhode Island and Maine and is looking to expand into Connecticut, has a history of slashing staff and requiring its stations to share content — reducing local news coverage in the process.

The network also requires its stations to air centrally produced, conservative-leaning segments. There are daily missives, for instance, from the “Terrorism Alert Desk” — including one piece on the French controversy over “burkinis,” apparently deemed a terrorism-related story simply because it involved Muslims. One election package suggested voters shouldn’t back Hillary Clinton, in part, because of the Democratic Party’s proslavery history. And Sinclair hired former Trump surrogate Boris Epshteyn as its chief political analyst.

[…] Sinclair’s expansion also raises classic anticompetitive concerns. A larger company will be able to demand bigger fees from cable providers retransmitting their broadcasts — costs that will eventually be passed on to consumers. […] There are other ways to prevent large cable companies from throwing their weight around. Unfortunately, the Trump administration’s Federal Communications Commission doesn’t seem interested in implementing them. Indeed, Trump’s FCC and Department of Justice don’t seem interested in much regulation at all.

The FCC docket asking for public comment on the transaction has attracted plenty of opposition to the deal from industry groups, lobbyists, competitors, consumer groups, and members of the public.

Copps (Image: Peretz Partensky)

“Sinclair has failed to explain how this multi-billion dollar merger could possibly be in the public interest,” said Computer & Communications Industry Association President Ed Black. “Even more, allowing this centrally controlled broadcast behemoth that has a history of cutting local news staff and adversely affect independent, local TV stations, would be detrimental. Anyone who values decentralized government control, states’ rights and independent voices should oppose this merger that would harm citizens and weaken our democracy. It’s a concern that a merger that would be so harmful to rural areas, independent news stations and citizens could even be considered. The FCC should reject this takeover proposal outright, and Congress needs to hold hearings to more thoroughly understand the media landscape and how critical independent local broadcast stations are in a democracy.”

“We believe this merger as proposed is unlawful, not in the public interest and should be rejected,” said Matthew Polka, CEO of the American Cable Association. The ACA represents over 700 small independent telecom companies, primarily serving suburban and rural communities.

“It would turn Sinclair into the nation’s largest broadcast conglomerate and lead to higher prices, more station blackouts, less choice, and less local news for millions of consumers,” said Dish Network in its petition to deny the merger.

Even a former FCC commissioner has spoken up against the deal.

Sinclair “comes with an ideology that is far more focused on conservative points of view than any sense of balance or any deep-dive journalism,” said Michael Copps, a former FCC commissioner and special adviser to Common Cause. “No one company should have such power over the news and information that citizens must have if they are going to cast intelligent votes and practice successfully the art of self-government.”

The French press did not take kindly to comments from MoffettNathanson analyst Craig Moffett, who suggested Altice’s ability to swallow up Charter Communications in a deal worth at least $185 billion dollars was “not credible.”

Panelists appearing on French language business news channel BFM TV chuckled at Mr. Moffett’s ability to predict Altice chairman Patrick Drahi’s next move.

“Mr. Moffett does not know Mr. Drahi like we’ve come to know Mr. Drahi,” noted one analyst. “We’ve learned not to underestimate his ability to put together business deals that some would call bold, others financially reckless, yet he does it again and again. If Mr. Drahi wants [Charter], he shall have it.”

French business reporters have scoffed at Altice for years, well before the company arrived in the United States to acquire Cablevision and Suddenlink and rebrand them as Altice.

“When you don’t take him seriously, that is when he strikes,” reported BFM.

Drahi is a master of using other people’s money to finance massive telecommunications deals. For him, bigger is essential, and that means he’d either have to acquire Comcast or Charter or hope to build a cable empire out of smaller cable companies he’d acquire and combine.

Drahi (center)

Multiple independent media outlets are tracking Drahi’s movements. Le Figaro reports Drahi has spent months laying the groundwork for his next big takeover in the United States and the newspaper knew all along it would be a major deal, because Drahi is banking on the prospects of emptying the pockets of millions of American cable subscribers to fund his operations. Americans pay vastly more for cable television and broadband service than consumers in Europe because of a lack of regulation and competition.

The newspaper adds that Drahi routinely tells investors and reporters he wants to be “number one or two” in all countries where he does business. Right now Altice is the fourth largest cable operator in the United States, an absolutely intolerable situation for Mr. Drahi.

Drahi is well aware of the enormous cost of a Charter acquisition, and Bloomberg News reports he is considering asking the Canada Pension Plan Investment Board and BC Partners to help fund the potential merger. Both groups are already familiar with Mr. Drahi and Altice and were instrumental in his acquisition of Cablevision and Suddenlink. Despite the potential help, Moffett still believes Charter is well outside of Altice’s reach.

“None of the proposed suitors—Verizon, SoftBank, Altice—have the balance sheet to acquire Charter,” Moffett wrote his investor clients in a research note. He notes Greg Maffei, chairman of Liberty Broadband, is unconvinced of the wisdom of allowing a buyer to use its other highly leveraged companies as compensation in a merger deal.

Moffett believes the deal has to make sense to two people to proceed – John Malone, Charter’s largest shareholder and ironically Drahi’s mentor and Charter CEO Thomas Rutledge, who was America’s highest paid executive in 2016. He stands to get considerably richer if he can fend off a deal until he achieves tens of millions in stock option awards, first when Charter’s average share price tops $455.66 a share and stays there for at least 60 days and then again when the share price exceeds $564 a share and stays there for 60 days. This morning, Charter Communications was selling at just over $399 a share. All of the merger and acquisition talk is helping boost Charter’s stock price, but Rutledge doesn’t want the company sold until after he can walk out with his compensation package fully funded or finds a buyer willing to make him whole.

As for Malone, he’s always been willing to cash out, but only when the deal makes financial sense to him and avoids taxes.

“Let’s put a finer point on it,” Moffett added. “The ONLY reason [Liberty Media chief] John Malone would be willing to swap his equity in Charter for equity in Altice would be if he believed, with real conviction, that Altice could simply manage the asset better than Charter’s current management.  It is not a knock on Altice to suggest that there is simply no way that Liberty would believe that. Next.”

But then, Time Warner Cable’s management didn’t take an acquisition offer from Charter Communications seriously either when it was first proposed. Time Warner Cable believed selling to Comcast made better sense to shareholders and executives. Like Altice, Charter was a much smaller cable operator proposing to buy a much larger one. In the end, regulators rejected the deal with Comcast and with Wall Street beating the drum for someone to acquire Time Warner Cable, Charter’s sweetened second offer was readily accepted.

Charter’s biggest downside to a potential acquirer is the $60 billion in debt it took on buying Time Warner Cable and Bright House Networks. Debt at SoftBank also makes Moffett skeptical of a deal between Sprint and Charter.

“They [SoftBank] already sit on $135 billion of debt,” Moffett wrote. “Add Charter’s $63 billion and you’re within a rounding error of $200 billion. Add any cash at all for Charter’s equity and you’re flirting with a quarter trillion (trillion!) dollars of debt. Were SoftBank to buy Charter, they would become not only the most heavily indebted non-financial company the world has ever seen, they would in fact be more indebted than most countries.”

To avoid crushing debt scuttling a deal, Citigroup speculated in a report to their investors that Comcast and Altice could partner up to divvy up Charter Communications themselves. The Wall Street bank speculates Comcast would help finance a deal if it meant it would take control of Charter’s customers formerly served by Time Warner Cable. Legacy Charter customers and those formerly served by Bright House would become part of the Altice family.

Such a transaction would likely overcome Malone’s objections over an Altice-only offer leaving him with a large pile of Altice USA stock.

Just as with Time Warner Cable, once a company is seen willing to deal, fervor on Wall Street to make a deal — any deal — can drive companies into transactions they might not otherwise have considered earlier. If Charter is seen as a seller, there will be growing pressure to find a buyer, if only to satiate investors and executives hoping for a windfall and Wall Street banks seeking tens of millions in deal advisory fees.

French competition regulators have fined Altice for a second time this year for abusing European regulatory policies designed to protect competition in the marketplace.

The French Competition Authority imposed an $88.5 million fine for pursuing mergers and acquisitions without first getting permission from the regulator.

In 2014, Altice rushed into an effort to buy SFR, one of France’s major cellular and broadband providers. Although ultimately successful, the French regulator produced a lengthy dossier with evidence Altice executives allegedly engaged in illegal back door negotiations to complete a takeover of both SFR and Virgin Mobile with or without clearance from the agency that ensures French consumers benefit from competitive markets.

“The Group chose not to refute these practices and to accept the French Competition Authority’s settlement offer,” Altice said in a statement. “The Group chose to settle the matter in order to limit its financial exposure, given the level of penalties imposed for the type of procedural violation under the French Commercial Code.”

SFR customers apparently wished Altice never acquired the telecom provider, because the mass exodus from customer cancellations continued for yet another quarter, despite extremely low-priced customer retention promotions.

SFR’s cable and fiber broadband division lost 75,000 customers in the last three months, 193,000 over the year. Among DSL customers, 120,000 said goodbye to SFR during the last quarter, 432,000 for the year. SFR’s mobile service did even worse, down 88,000 customers in the last three months, 593,000 for the year.

To offset losses on that scale, Altice is relying on American cable customers to make up the difference. At least 41% of Altice’s global operating free cash flow now emanates from Cablevision and Suddenlink customers in the United States. Thanks to rate increases and other revenue enhancers, Cablevision customers kicked in 2.2% more revenue while Suddenlink customers provided 6.2% more to Altice’s revenue numbers. Suddenlink customers are already paying unprecedented cable bills, with a reported 46.4% profit margin, which ranks among the highest in the U.S. cable industry.

Seeing the enormous sums of money to be made running cable companies in the much-less competitive United States, Altice has been drawing up plans for a potential initial public offering to build a war chest to expand the Altice USA empire starting in 2017.

Among the most likely targets to be consolidated under the Altice umbrella: Cox Communications, Cable One, Mediacom and Midco. Some of those companies are privately held, so Altice founder Patrick Drahi would likely have to pay a substantial premium to snap up some of these mid-sized companies.

If the incoming Trump Administration opens the floodgates for a merger and acquisition free-for-all, Drahi might aim higher, looking at Charter Communications. An acquisition attempt of Comcast would be his most audacious move yet.

Those customers consolidated into the Altice family can look forward to higher bills and significant cutbacks in some customer support functions.

Altice plans to continue centralizing call center operations and demanding better performance from workers employed there. By minimizing customer contacts with call centers, costs are reduced. Making sure customer problems are addressed quickly is supposed to reduce customer losses from churn.

Rate increases and additional fine print also guarantee more revenue for Altice operations. In France, SFR has not shied away from imposing multiple rate increases throughout the year, even when customers are “locked in” with a promotional rate. SFR has been playing with how it charges France’s value-added tax (VAT), reducing it for some while adding new passed-thru charges for others. Many customers saw their bills increase by around 10% over the summer and are waiting to pay even more this fall.

Cablevision and Suddenlink customers are getting similar treatment as they discover new and unusual service charges and fees, including general rate hikes of about 3.4% that take effect in December.

The most significant change is that Cablevision no longer provides credits for disconnecting customers. Regardless of when you drop Cablevision service, Altice will not give you any service credits for disconnecting before the end of your billing cycle.

Manasquan, N.J. resident Bonnie McGee discovered Cablevision’s quietly imposed change that took effect in October.

“No matter what now, I am paying for 25 days when I am not getting any service from them,” McGee told New Jersey’s Press on Your Side. Her final bill was $183.

Under the previous owners, billing stopped the day a customer disconnected service and turned in their equipment. Under Altice, customers will continue to be billed for service, even if they cannot access it because they turned in their set-top boxes and cable modem, under the end of the billing cycle.

Cablevision officials call this change a benefit to their customers.

“Optimum services remain available to you for the full billing period and there are no partial credits or refunds of monthly charges already billed,” according to the fine print on Optimum bills.

“Like many entertainment and telecommunications providers, our services are available on a monthly basis, and customers have access to all of our high-quality products and services until the end of their monthly service period,” a spokesperson told the newspaper.

While that may sound good to the bean counters at Altice, it has infuriated customers, and the change may be permanently harming Cablevision’s name, leaving many departing customers even more unhappy with the service they canceled.

“Why would I even think about going back to Optimum for anything?” one asked. “I will never go back,” said another.