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Stop the Cap! Joins 21 Other Consumer Groups Asking FCC to Block Charter-Time Warner Cable Merger

charter twc bhOn Monday, Stop the Cap! joined 21 other public interest organizations in sending a joint letter urging the Federal Communications Commission to deny Charter’s bid to take over Time Warner Cable and Bright House Networks. Late last week, the Wall Street Journal reported that FCC Chairman Tom Wheeler may be planning to circulate a draft order approving the $90 billion merger.

The Center for Media Justice, CREDO Action, Daily Kos, Demand Progress, Free Press and Presente.org were among the media justice, Internet rights and public interest groups calling on the FCC to reject this deal, which would create a national broadband duopoly.

Together, Charter and Comcast would control nearly two-thirds of the nation’s high-speed broadband subscribers and would offer service to nearly 80 percent of U.S. households. The letter notes that this substantial increase in market power, coupled with Charter’s $66 billion in debt, would give the company both the incentive and the heightened ability to raise prices at will. This would broaden the digital divide, hitting low-income communities the hardest.

Stop the Cap! earlier filed objections to the merger with the FCC and in two states seen as critical to the deal – New York and California. In our view, no cable merger has ever resulted in better service or lower prices for consumers. Such deals deliver handsome sums to executives and shareholders while saddling customers with relentless rate hikes and no improvement in service. Charter’s history is troubling and its ability to meet its financial obligations while saddled in debt is dubious. Charter declared bankruptcy in 2009, after accumulating $21.7 billion in debt accumulated from years of mergers and consolidation efforts. As credit markets tightened up, Charter’s ability to manage its debt fell apart. Now the company is back to its old modus operandi, piling up debt buying Time Warner Cable — a much larger operation, and trying to combine it with Bright House Networks, another cable operator prominent in Florida.

Earlier this year, several of the signers delivered petitions to the FCC from more than 300,000 Americans opposing the merger, and thousands have called the agency in recent days to weigh in against the deal. Political leaders including Senate Democratic Leader Harry Reid have spoken out about the merger’s many harms.

“Too many Washington insiders have given up on challenging this deal despite its serious harms,” said Free Press policy director Matt Wood. “Instead of forecasting its chances for approval, the groups signing this letter will keep fighting to block this merger, along with the guaranteed price increases it would foist on people and communities who can least afford it.

“If Charter gets this merger approved, nothing will stop it from raising its rates for high-speed broadband and video customers who have nowhere else to turn. Temporary promises and weak conditions aren’t going to preserve competition and choice in the long run, and they’re not going to do anything to stop these price hikes. The FCC is charged with promoting the public interest, and there’s no way in which this merger benefits the public. Higher prices and fewer choices won’t help anyone but the companies pitching this bad bargain.”

“If its takeover of Time Warner Cable goes through, Charter will have a broadband footprint as big as Comcast’s,” said Demand Progress executive director David Segal. “This would turn an industry that’s already too concentrated into a duopoly, paving the way for higher rates today and the eventual formation of a new cross-sector behemoth that controls content production and delivery.

“Americans increasingly understand that corporate concentration is jacking up prices and lowering quality for all sorts of basic goods and services. At a hearing of a Senate antitrust subcommittee this month, lawmakers made it clear that they see companies that are allegedly too big to fix in many industries, not just the banking sector. This FCC must now decide whether it wants to stem the swelling tide of concentration, or enable these monopolies.”

Free Press and Stop the Cap! contributed elements of this story.

Shillplex: FCC Gets Curiously Similar Letters of Support for the Charter/Bright House/TWC Merger

Phillip Dampier October 13, 2015 Astroturf, Charter Spectrum, Competition, Consumer News, Editorial & Site News, Public Policy & Gov't, Rural Broadband Comments Off on Shillplex: FCC Gets Curiously Similar Letters of Support for the Charter/Bright House/TWC Merger

moneymouthIf the Federal Communications Commission weighed comments for and against the merger of Charter-Time Warner Cable-Bright House Networks based on volume, it would likely be a done deal.

A major lobbying effort by the cable companies involved in the transaction has been underway to encourage politicians, business associations, non-profit groups, and programmers to write the FCC asking the deal be approved. Many are responding, including politicians receiving political donations and/or seeking expanded service for their communities, non-profits that depend on financial contributions from one or more of the companies involved, programmers that live or die based on winning carriage agreements with Charter, Bright House, and Time Warner Cable, and other groups with missions that seem miles away from a multi-billion dollar cable merger.

Stop the Cap! examined many of these curious letters of support. What, for instance, might motivate the New York Snowmobile Association to navigate the cumbersome comment filing systems of both the New York Public Service Commission and the Federal Communications Commission to express glowing support for a cable merger?

The International Soap Box Derby is all-in on the merger of Charter-TWC-Bright House.

The International Soap Box Derby is all-in on the merger of Charter-TWC-Bright House.

What made the Maccabi World Union, the largest Jewish sports organization in the world, enthusiastic enough to dwell on a marriage of three cable companies?

How could the Montana Stockgrowers Association set aside their interest in helping state cattle ranchers to deliver safe and wholesome beef to American dinner tables to ponder modem fees in their letter to the Commission?

One Los Angeles non-profit organization contacted by Stop the Cap! shed some light on the subject, if we agreed to keep their name private.

“Like many non-profits, when Time Warner Cable makes a financial contribution to our organization, they attempt to find ways where both our organization and their company can benefit from goodwill generated by charitable contributions,” the director told Stop the Cap! “When the deal with Charter and Time Warner was announced, we received a gently worded request to participate in the public discussion about the merger.”

The group received information containing talking points about the deal’s benefits to consumers and businesses and was asked to consider using those points in a letter to state and federal regulators that would present a positive view of the deal.

“Non-profits need the contributions of large companies like Time Warner Cable and Charter, which both serve parts of Los Angeles County, to fund our programs,” the director said. “There isn’t any pressure on us to write the letters, but since they are in the public record, we know the cable companies know who wrote and who did not.”

charter twc bhThe director of this particular organization had qualms about getting involved in a regulatory matter that did not involve the organization he leads, but he was overruled by his board of directors.

“Money is tight,” the director added. “I don’t want to comment on Charter Cable’s performance in Los Angeles except to say it is the main reason I use someone else.”

The director of the group would not comment when asked if it was uncomfortable signing a letter in support of a company who has failed to meet their personal expectations.

The fact non-profit groups spend time and resources writing letters on behalf of their donors bothers others as well.

Shawn Sheridan of Turlock, Calif. exhaustively researched over 250 pieces of correspondence the FCC has received in favor of the Charter acquisition, and he is not happy about what he found.

“The current public comments process has been infiltrated to purposely influence the independent review process,” Sheridan writes in a letter to the FCC. “I suggest to the Commission that conducting an independent analysis of the comments received from the public for [this merger] would reveal a nationwide campaign to improperly affect the Commission’s independent review of the applications, and reveal unique characteristics of who has and has not commented publicly.”

Sheridan categorized all the letters arriving from state/local representatives, Chamber of Commerce chapters, and non-profit groups:

commenters

Letters from different chapters of the Chambers of Commerce, which typically count Time Warner Cable, Charter Communications, and/or Bright House Networks as dues-paying members, were oddly uniform in their praise of the transaction.

The Minnesota Chamber of Commerce, for example, didn’t seem too interested in getting into the specifics of the deal, satisfied instead to request “the FCC approve all matters related to this merger promptly.”

Dozens of other chapters of the business association used similar language praising the merger proposal. Notice the references to “$2.5 billion” promised to be spent on commercial fiber optics and “one million new residential lines” mentioned in a handful of the filings with the FCC:

The Minnesota Chamber of Commerce advocates giving Charter whatever it wants.

The Minnesota Chamber of Commerce advocates giving Charter whatever it wants.

  • “The Missoula Area Chamber of Commerce is the voice of business in Missoula County….We are excited by New Charter’s commitment to invest $2.5 billion into networks in commercial areas.”
  • “As a member-driven organization, the Montana Chamber of Commerce represents the interests of business, ranging from small mom-and-pop operations to large companies….The new company would commit $2.5 billion to the commercial sector and would build out residential lines, improving both industry competition and local infrastructure.”
  • “With nearly 700 members that employ more than 12,000 people, the Fremont Chamber of Commerce represents a vibrant, regional business community in eastern Nebraska….Specifically, we are told, the greater financial strength of the unified operations would lead to investment of at least $2.5 billion to upgrade commercial lines to fiber-optics….Therefore, based on their assurances to us, we believe New Charter would be a great partner….”
  • “The Florida Chamber of Commerce is pleased to support Bright House Network’s merger with Charter Communications and Time Warner Cable into New Charter….New Charter would be committed to infrastructure investment. It would devote at least $2.5 billion towards commercial networks, contributing important upgrades and competition into this influential market.”
  • [Clearwater Regional Chamber of Commerce:] “We understand that New Charter plans to invest $2.5 billion toward commercial networks, contributing important upgrades and competition
  • into this influential market and to provide substantial investment throughout the entire State.”
  • [Lakeland Area Chamber of Commerce:] “For example, New Charter has committed to $2.5 billion in commercial networks and would build out one million residential line extensions.”
  • [San Diego Regional Chamber of Commerce:] “The proposal promises to bring in at least $2.5 billion in new commercial infrastructure investment, much of which will be invested in areas
    where the Charter Communications currently does not operate.”
  • “With more than 10,000 members, the Greater Cleveland Partnership (GCP) is a membership association of Northeast Ohio companies and organizations and one of the largest metropolitan
    chambers of commerce in the nation….Specifically, it would commit at least $2.5 billion to build out commercial network lines and put up one million new residential lines….”
  • “The Buffalo Niagara Partnership is the region’s private sector economic development organization and regional chamber of commerce….In the near future, our state will benefit from
    a $2.5 billion expansion in the build-out of networks into commercial sectors.”
  • “At the Finger Lakes Chamber of Commerce, we serve as the voice of our local business community….We have [been] made aware of a major change in the cable broadband industry. The potential merger of Charter Communications, Time Warner Cable, and Bright House Networks into New Charter….”

The language that implies these are not spontaneous, coincidental pieces of correspondence was couched using phrases like, “we are told,” “we understand,” and “we have [been] made aware.”

These talking points actually originate from Charter Communications’ Resource Center, which distributes pro-merger information to organizations in Time Warner Cable and Bright House Networks’ service areas. The references to $2.5 billion for commercial upgrades and line extensions to one million new residential customers originate in documents like this, tailored in this case to New Yorkers.

Some organizations devote more time to customizing their correspondence than others. The Business Council of New York State and the Orange County Partnership couldn’t be bothered, and essentially cut and paste nearly identical language in their “individual” letters of support:

bcnys-logo

“We recognize that the information and communications sector is an increasingly critical component of a healthy economy….The Business Council understands that access to a reliable 21st Century communications infrastructure—with competitive options for service—is essential for New Yorkers in their homes, schools and workplaces.

logoOCP

“The Partnership recognizes that the information and communication sector is an increasingly critical component of a healthy economy….We also understand that access to reliable 21st Century communications infrastructure, with competitive options for service, is a necessity for Orange County residents in their homes, schools and workplaces.

...and the chances of a multibillion dollar cable merger winning regulatory approval.

…and the chances of a multibillion dollar cable merger winning regulatory approval.

Dominic J. Jacangelo was so nice, he liked Charter Communications’ merger twice — once on the letterhead of the New York Snowmobile Association, where he serves as executive director, and in a nearly identical letter signed by Jacangelo as Supervisor of the Town of Poestenkill, N.Y. He cited the same talking points the various Chambers of Commerce did.

Representing the interests of 2.5 million people worldwide or its member Time Warner Cable?

Representing the interests of 2.5 million people worldwide or its member Time Warner Cable?

Sheridan disputes how merger supporters often attempt to give their views more weight by implying their positions are shared by their constituents. The Orange County Business Council claimed in its letter it represented nearly 300 Southern California businesses employing over 250,000 in the region and more than two million globally. Sheridan doubts more than 2.25 million people, many working outside the country, support the cable merger as much as OCBC suggests.

A larger question is what motivates the letter writers to weigh in on a cable merger in the first place?

For the ranchers in Montana, the desire for more rural broadband is well known. Cable operators usually don’t provide service to large, expansive ranches where a herd of cattle often vastly outnumbers the local population.

For Mr. Jacangelo, his LinkedIn page cites his talents for developing “professional relationships with business sponsors and [supporters], which might be helpful as the town of Poestenkill, like many other rural communities in upstate New York, seek expanded broadband service.

In 2009, the Maccabi World Union partnered with Jewish Life Television to provide in-depth coverage of the Maccabiah Games, a global sporting event. U.S. viewers see coverage of those games over Jewish Life TV, a cable network that reaches Time Warner Cable and Bright House customers, but not Charter Cable customers. A takeover of Time Warner and Bright House by Charter Communications could risk the end of that carriage agreement. Supporting Charter at its time of need may establish enough goodwill to guarantee JLTV will be a part of the “New Charter” lineup.

Sheridan’s research also discovered, as of Oct. 9, 2015:

  • With a total of 31 letters from politicians in the state of Texas, not one came from a local official. Eighteen Chambers of Commerce in Texas sent letters in support of the deal;
  • No state-level representatives weighed in on the deal in New York either, although 30 local and county leaders gave their support;
  • One third of the 28 states where Charter provides service had no comment on the merger, pro or con, hardly representing a nationwide groundswell of support;
  • Charter Communications’ corporate headquarters, formerly in Missouri and now in Connecticut, also drew little hometown interest. Just one letter from a state-level politician in Missouri reached the FCC. There were no letters from Connecticut at all;
  • Of 258 unique commenters sending letters in support of the merger, 211 (82%) claimed to represent the interests of their members and affiliates without providing supporting evidence that was true. Most of those organizations received direct financial support or in-kind contributions from one or more of the involved cable operators or counted them as dues-paying members;
  • Not counting Time Warner Cable or Bright House’s combined 13+ million customers, only about 30 unique consumers submitted a comment to the FCC regarding the merger, representing 0.000005% of Charter’s six million customers.

Altice Acquires Cablevision for $17.7 Billion; Generous Offer Too Good to Pass Up

Phillip Dampier September 21, 2015 Altice USA, Cablevision (see Altice USA), Competition, Public Policy & Gov't, Reuters, Video Comments Off on Altice Acquires Cablevision for $17.7 Billion; Generous Offer Too Good to Pass Up
Altice President Patrick Drahi at the French National Assembly in Paris, May 27, 2015. REUTERS/Philippe Wojazer

Altice President Patrick Drahi at the French National Assembly in Paris, May 27, 2015. REUTERS/Philippe Wojazer

PARIS (Reuters) – Altice NV, one of the most acquisitive European telecoms groups, made a major move into the U.S. market on Thursday with a deal to buy fourth-largest operator Cablevision Systems Corp for $17.7 billion including debt.

Altice founder Patrick Drahi, who built a telecoms and cable empire via debt-fueled acquisitions in France, Portugal and Israel, is expected to apply his cost-cutting zeal to achieve a target of $900 million in annual synergies at Cablevision.

Drahi told a Goldman Sachs conference in New York that more than 300 Cablevision employees earn pay checks of over $300,000.

“This we will change,” said the French-Israeli billionaire.

Drahi entered the United States in May by buying a small, St Louis-based cable group called Suddenlink for $9.1 billion. He declared at the time that Altice would look for more acquisitions and eventually earn half its revenue from the United States.

In talks that began in June, Drahi convinced Charles Dolan, the patriarch of the Irish-American family that owns Cablevision, to sell. Cablevision has 3.1 million customers in New York, Connecticut and New Jersey, but it has struggled with declining video subscribers like other cable companies.

“This deal takes us into the most affluent part of the United States and will be a good basis for further expansion,” said Altice Chief Executive Dexter Goei on a conference call. “We think there are significant ways to improve profitability by pooling purchasing and other costs between Cablevision and Suddenlink.”

optimumAltice will pay $34.90 in cash per share, a 22 percent premium to Wednesday’s closing price of $28.54, giving Cablevision an equity value of $10 billion.

Shares in Altice closed up 0.68 percent at 24.5 euros, after gaining nearly 13 percent at the open. Cablevision shares rose 13.9 percent to $32.51, close to the offer price and a sign that few investors expect another bidder for Cablevision to emerge.

Altice’s bid for Cablevision will face scrutiny from the Federal Communications Commission and the Department of Justice, but analysts at Jefferies said they expected “little pushback.”

‘LITTLE PUSHBACK’ SEEN

Investors who back Drahi’s acquisition spree have made Altice the best-performing telecom stock in Europe this year, up more than 50 percent before Thursday’s deal, compared with an 8.4 percent rise in the sector index .

It is unclear what other assets Altice may target in the United States, where it will have to deal with fast-changing competition as cable groups consolidate and cope with subscriber losses to video streaming services such as Netflix.

alticeDrahi has said Altice may look at properties to be sold under Charter Communications Inc’s takeover of Time Warner Cable Inc. Another target could be Cox Communications, but the closely held company has repeatedly said it is not for sale.

Drahi has also said that Altice could buy a U.S. wireless carrier “someday” to offer subscribers a “quadruple play” of Internet, television, and fixed and mobile telecoms.

Altice, which has been snapping up television and radio targets in Europe in recent months, will become the owner of the Newsday newspaper and local news channel News 12 Networks as part of the Cablevision deal.

Goei said the company would not interfere in the editorial side of the loss-making media businesses but would aim to run them more efficiently. He ruled out divesting the units.

He said the goal was to improve Cablevision’s margins to the “low 40s range” compared with current level of 28 percent, which lags the sector average of 35 percent.

Jim Dolan

Jim Dolan

Allan Nichols, analyst at investment research firm Morningstar, said he was “somewhat skeptical” that Altice could deliver on the savings since content costs were higher in the United States than in Europe.

“That said, Altice has an impressive record of cost reduction, and we expect it will be much more aggressive than the Dolan family in cutting expenses, including reducing employee count,” he wrote in a note.

To finance the deal, Altice will raise $8.6 billion in new debt mostly at Cablevision and none at its European holding, which is already highly leveraged. It will also raise $3.3 billion in equity, 70 percent by issuing shares at Altice and 30 percent from private equity fund BC Partners and Canadian investment fund CPP Investment Board, backers of Suddenlink.

Altice, whose corporate headquarters are in the Netherlands, said it would issue Class A shares, which have fewer voting rights than the B shares held largely by Drahi. Altice created the dual-class structure in June to allow more stock deals without Drahi losing control.

Cablevision CEO James Dolan said in a statement the time was right for new ownership and he and his family “believe that Patrick Drahi and Altice will be truly worthy successors.”

The Dolans will continue to own media and sports assets through AMC Networks and The Madison Square Garden Company — owner of the New York Rangers and New York Knicks — which are not part of the deal.

JP Morgan, BNP Paribas and Barclays have committed to finance the deal and also advised Altice on it. Cablevision was advised by Bank of America Merrill Lynch, Guggenheim Securities and PJT Partners.

[flv]http://phillipdampier.com/video/CNBC A deal 20 years in the making Altice to buy Cablevision 9-17-15.flv[/flv]

CNBC reports Cablevision has finally sold out… to Altice NV a cable operator that dominates in France. (2:51)

[flv]http://phillipdampier.com/video/CNBC Mergers in telecoms sector not over yet 9-17-15.flv[/flv]

Neil Campling, global TMT analyst at Aviate Global, says there could be further mergers in the telecoms market following Altice’s acquisition of U.S. provider Cablevision. (3:20)

 (By Leila Abboud. Additional reporting by Rob Smith in London and Liana B. Baker and Malathi Nayak in New York; Writing by Christian Plumb; Editing by Andrew Callus and Mark Potter)

Frontier Plans to Finance Acquisition of Verizon Lines With $6.6 Billion in Junk Bonds

frontier-fast-buffalo-large-2To complete an acquisition of landline assets in California, Florida, and Texas from Verizon Communications, Frontier Communications is hoping to raise $6.6 billion in “speculative-grade debt” to finance the deal.

Frontier will begin selling the securities better known as “junk bonds” starting today with a target date of Sept. 15 or 16 to complete the sale, according to Bloomberg News.

Wall Street raised its eyebrows at the amount of the transaction — the second largest junk-rated deal since Valeant Pharmaceuticals sold almost $10 billion in junk bonds in March.

Frontier plans to offer a high yield to attract investors – the kind that know how to invest in Amazon and other big companies, and some already favoring the company’s stock for its reliable shareholder dividend payout. Frontier has been a popular choice for investors relying on dividend income — money Frontier distributes to shareholders — that critics contend limit Frontier’s ability to improve its network of largely rural landlines.

analysisCalifornian consumers are among those most concerned about a Frontier takeover of landline and FiOS service. Verizon ventured far beyond its original service area extending from Maine to Virginia after it acquired independent telephone networks operated by General Telephone (GTE) and Continental Telephone (Contel) in 2000. In 2015, the company wants to return to its core landline service area in the northeast.

junk1David Lazarus, a consumer reporter for the Los Angeles Times, wonders how ratepayers will benefit from a Frontier takeover.

“Financial analysts are generally upbeat about the deal, but that reflects the projected benefits to the corporate players, not consumers,” Lazarus wrote.

Verizon’s claims the sale will help refocus the company on its “core markets” in the east and Frontier’s suggestion the Verizon acquisition will enhance Frontier’s footprint with “rich fiber-based assets” didn’t seem to excite Lazarus.

“I honestly wonder if corporate leaders know how ridiculous they sound when they spout such gobbledygook,” he added.

Lazarus suspects Verizon is worried the Obama Administration may eventually extend universal service obligations to broadband, which would force phone companies to deliver broadband to any telephone customer that wants the service, regardless of how much it costs to offer it. Universal Service remains an important legacy of wireline landline telephone service. Your landline survives under a regulatory framework not applicable to the wireless business, where both AT&T and Verizon Wireless now make the bulk of their profits.

junk2As AT&T and Verizon ponder ditching high-cost landline customers, so long as there are companies like Frontier willing to buy, the deal works for both. Verizon gets a tax-free transaction that benefits both executives and shareholders. An already debt-laden Frontier satisfies shareholders by growing the business, which usually makes the balance sheet look good each quarter.

Even as Frontier takes on a massive new tranche of debt, in the short-term the more landlines Frontier acquires, the happier shareholders will be. More customers equal more revenue — revenue that can assuage fears of Frontier’s eye-popping debt load. That added revenue often also means a nice dividend payout to shareholders, unless that money has to be diverted to debt payments or network improvements. To manage these financial challenges effectively and secure the company’s future, consider seeking Proactive Business Insolvency Assistance.

Unfortunately, like a Ponzi scheme, Frontier will have to continue acquiring new landline customers from other companies indefinitely to make it all work. If it can’t, or if customers continue to flee Frontier for more capable providers, revenue numbers will worsen, only making the company’s large debt obligations look even more ominous. Some shareholders think Frontier’s days of paying very high dividends are already behind them as the company takes on even more debt. The value of Frontier stock has dropped 35% in the last six months. In the second quarter of 2015, Frontier reported losses of $28 million. Last year at the same time, Frontier reported $38 million in profits.

junk3Those losses have to be reflected somewhere, and customers complain they are paying the highest price. West Virginians are among those that regularly accuse Frontier of chronically under-investing in broadband service in the state. Many rural communities obtaining broadband for the first time initially appreciated Frontier’s efforts, but have since grown critical of the performance of Frontier’s DSL service, which can slow to 1Mbps or less during the evenings because Frontier has oversold its network and not kept up with usage demands.

Frontier’s deal with Verizon allows it to acquire a large state of the art FiOS fiber to the home network Frontier has never been willing to build itself. Keeping an existing fiber network up and running is considerably less expensive than building one from scratch. That explains why Frontier customers in ex-Verizon FiOS areas enjoy relatively good service while legacy customers still connected to copper phone lines that were installed in the 1960s (or earlier) are stuck with uneven and slow-performing DSL that rarely meets the FCC’s minimum definition of broadband — 25Mbps. Where customers have a choice between Frontier DSL and another wired provider, most choose fiber or coaxial-based Internet service. Frontier’s rural service focus protects the company by limiting the effects of that kind of competition.

In the near term, Frontier’s biggest threat could eventually come from wireless 4G LTE broadband from AT&T and Verizon Wireless, if the companies can deliver an affordable service for rural residents without a punishing low usage allowance. That remains a big “if.”

(Illustrations by Chris Serra.)

Patrick “The Slasher” Drahi Maneuvers for Blitz Buyout of American Cable Companies

Phillip Dampier August 13, 2015 Altice USA, Cablevision (see Altice USA), Competition, Consumer News, Cox, Public Policy & Gov't Comments Off on Patrick “The Slasher” Drahi Maneuvers for Blitz Buyout of American Cable Companies
Drahi

Drahi

After failing in a surprise bid to acquire Time Warner Cable out from under Charter Communications, European cable magnate Patrick Drahi has spent much of this summer quietly working to make sure that never happens again.

The French press is buzzing over Drahi’s decision to move his corporate headquarters from the business friendly Grand Duchy of Luxembourg — nestled between Belgium, France, and Germany — north to the Netherlands. The move is mostly on paper — attorneys drafted the agreement that effectively transferred Altice SA to Drahi’s Dutch subsidiary Altice NV and shareholders approved.

Why move the company from one of Europe’s most business-friendly countries to Holland, a country with a long history of corporate oversight? It wasn’t for the stroopwafels.

The Netherlands is rare among most European countries because it allows corporations to set up “dual-class share structures.” That means nothing to 99% of Dutch citizens and the majority of our readers, but it means a lot if you are a billionaire running a hungry multi-national corporation using other people’s money to gain control of companies on your acquisition list.

Altice1With the move, Drahi can embark on a breathtaking acquisition spree without diluting the control he has over his growing cable empire. Going forward, Altice will apply different voting rights to various classes of stock offered to investors. Drahi now holds 58.5% of Altice stock. But his shares are special because they grant him 92% of the voting power. Other shareholders will find they are not entitled to an equal say in how the public company is run.

Altice admitted to regulators they designed the new share structure to give Mr. Drahi greater flexibility for financing and corporate transactions without threatening his control of the company. Altice called that “a value-enhancing strategy without diluting voting control.” This means Drahi can offer generous amounts of Altice stock to help fund future takeover deals without worrying that will reduce his control over the company.

If Drahi were to recklessly launch a spending spree of epic proportions to the consternation of shareholders, there will be little recourse and almost no chance of a shareholder revolt. But just to make sure, Drahi gets to pick six of Altice’s eight board members. He also won an agreement with board members who also hold shares in Altice granting him absolute and automatic support of all his proposals for 30 years. On top of that, he is entitled to “negative control” over the board, which means in any vote, he is allowed to cast a number of votes equal to all other board members.

vampireWith generous grants of authority like these passing muster, it’s no wonder executives of corporations around the world are urging consideration to move the corporate headquarters to the land of tulips and windmills. Fiat Chrysler already did, at the behest of Italy’s Agnelli family, which controls the Italian-American car company with a tight grip. Mylan, a producer of generic pharmaceutical drugs, managed to fend off Israeli rival Teva Pharmaceuticals, using Holland’s tolerance of executive-friendly poison pill maneuvers to keep unfriendly takeover artists away.

Now that the move to an Amsterdam post office box is complete, Drahi is in the process of rearming his war chest for another assault on the American mainland. The French newspaper l’Humanité warns it is more conniving from the “telecom vampire” that sucked the blood out of competitive cable in France. The newspaper cited deregulation and privatization to be great for billionaires like Drahi, but a bad deal for consumers.

Since the 1990s, telecom executives in Europe and North America have promised regulators a lot in return for deregulation and self-oversight. Allowing companies a free rein would stimulate competition and private investment to finance and construct next generation networks, they claimed.

But l’Humanité uncovered another motivation for telecom magnates like Drahi: to get filthy rich. The newspaper quotes one well-known anecdote about why Drahi got into the cable business — because after studying Forbes articles ranking the fortunes of the 1%, Drahi set his sights on the industry where there were the most billionaires – telecommunications.

moneyKeeping that newly privatized and deregulated wealth requires ruthlessness for others but protection for your allies and yourself. Drahi followed the teachings of American cable magnate John Malone (who is Charter Communications’ biggest shareholder today) and began a debt-fueled buying spree of independent cable systems, quickly followed by ruthless cost-cutting at the acquired companies, earning him the nickname “The Slasher,” among others less charitable. His critics say he has a lot of nerve, because in many instances Drahi billed the companies he acquired for consulting and management fees. BFM Business reports Drahi has only one bottom line when making up his mind: how much generated cash will come from the decision.

The real money would start rolling in at the height of the dot.com boom. Regulators accepted a bid by Drahi and two of his allies to create the fourth French telecom operator — a wireless venture known as Fortel. The three men promised to invest more than $3 billion building the network, an amount called “not credible” by some regulators and a number of industry leaders. But since the frequencies went to those who promised the most investment, Fortel won. Drahi was named president of the company.

Just before the dot.com bubble burst and Fortel seemed to be wavering, Drahi sold many of his interests to UPC, a European cable conglomerate owned by his mentor John Malone. In early 2001, the wireless project was scrapped and Fortel itself was sold for scrap, never to build the promised network. But by then, Drahi was working at UPC with Malone on a massive cable industry acquisition and consolidation strategy. During his career at UPC, Drahi was in charge of spending hundreds of millions of dollars to acquire French cable operators including: RCF, Time Warner Cable France, Rhone Cable Vision, and Videopole InterComm.

UPC declared bankruptcy in 2002.

UPC declared bankruptcy in 2002.

Malone’s company quickly became overextended and very deep in debt when they suddenly stopped paying creditors in the fall of 2002. But before that happened, Drahi once again had the good fortune to cash out of UPC before the roof collapsed, selling his own Médiaréseaux cable system to Malone’s company at full value just before UPC went bankrupt. The bankruptcy that followed didn’t hurt Malone much and Drahi not at all.

Unwilling to rescue UPC’s faltering operations before bankruptcy, Malone waited until after the cable company went Chapter 11, when 65% of its debt was erased in court proceedings in return for a $99.8 million fresh infusion of cash from UGC/Liberty Media — another Malone-controlled venture that suddenly emerged with a checkbook. That bought Malone’s Liberty Media a 65.5% stake in the rescued company. Vendors, smaller debtors, and other shareholders fared far worse. Most received little, if any of the money owed them, and the remaining shareholders were given just 2% ownership of the company after it emerged from bankruptcy.

Drahi re-emerged on the French business scene after squirreling away his UPC cable proceeds in his new venture Altice, originally launched in Luxembourg, listed on the Amsterdam stock exchange, and controlled by another holding company owned by Drahi housed in the British tax haven of the Channel Islands. Drahi himself was, for a time, a Swiss resident domiciled in Canton Zermatt, another tax haven with tax thresholds that favor the super-wealthy. Drahi now qualifies.

Within four years of Altice’s existence, the company has acquired 99% of France’s cable systems. Drahi has since looked abroad to consummate more deals.

When an Israeli cable system became available to buy, Drahi suddenly became a citizen of Israel and rented an apartment in the country, mostly to meet Israel’s citizenship requirements to acquire the HOT cable system. After the sale was complete, HOT raised its rates, most recently by 20 percent.

Le Echos, a French newspaper, has watched Drahi plow his way through French telecommunications for several years and summed up Drahi’s acquisition strategy in three words: It’s never enough.

The newspaper suspects Drahi will continue using the same techniques he has used in France for the last 20 years to create an empire in the United States. He will take on massive amounts of debt and use Wall Street and French investment banks to pay for most of his acquisitions, combined with generous shares in Altice stock for shareholders and top corporate executives. With Altice’s relocation complete, Drahi can make generous offers his targets cannot refuse, even when they are privately owned.

To start an American cable empire, Drahi will have to acquire smaller cable operators to build leverage for potential takeovers of larger operators later. His ability to throw massive sums of money on the table makes it very likely his next targets will be Cox Communications and Cablevision — both controlled by families that have held on in the cable business despite years of tentative acquisition offers or sales explorations. Both Cox and Cablevision offer access to larger U.S. cities. Other likely targets, including Mediacom, Cable One, and Midcontinent Communications, don’t. He can digest those companies later.

On June 24, Drahi told his fellow dinner guests at the Polytechnique Foundation, “For me, telecom is like pinball,” Drahi said. “As long as there are balls, I will play.”

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