Malone

The Economist reports Charter Communications’ acquisition of Time Warner Cable and Bright House Networks has been structured so that “it should pay no tax for several years, at least.”

The merger deal, which intimately involves John Malone, the boss of Liberty Media — a cable and media conglomerate, has all the hallmarks of a classic Malone-inspired deal: complex ownership structures, high debt levels, assiduous tax planning and a refusal to overpay.

Unlike many other dealmakers, Malone seems to want to avoid the spotlight. His firm Liberty Media is Charter’s biggest single investor and will kick in at least $5 billion in Charter stock purchases to help consummate the transaction, which will be handled primarily by Charter’s management.

The deal comes at Malone’s insistence the American cable landscape must be consolidated into just 2-3 large companies. For now, he is content standing aside while the public faces of the merger are Charter’s CEO Thomas Rutledge and Time Warner Cable’s Rob Marcus. (Bright House Networks is also a part of the transaction but has been completely overshadowed by its larger deal partners.)

While coverage of the transaction has been relegated to the Business section of newspapers and has evoked shrugs from American reporters, The Economist calls it nothing short of an extraordinary landmark.

“The boss of Liberty, a cable and media conglomerate, he has struck more deals than perhaps any other tycoon in the world—buying and selling hundreds of firms worth over $100 billion since the 1970s, often negotiating on his own, using calculations that fit on a napkin,” said the publication. “Unusually for an empire-builder he has made his investors a ton of money, and has little interest in the public eye.”

While Malone is hardly a household name, he could soon be at the center of the sixth largest corporate takeover in U.S. history and make him the world’s unparalleled media baron, controlling an empire three times the size of Rupert Murdoch’s media ventures. While Comcast will remain America’s largest single cable operator, Malone’s Liberty Media will dwarf Comcast globally with more than 75 million cable customers around the world.

Malone does not share the concerns of some Time Warner Cable and Charter investors that the merger will generate a “staggering” $66 billion in debt from day one, initially loaned from Wall Street investment banks. The Economist notes Malone seems to be violating his own rule to never overpay in a deal. In the British financial press, Charter’s deal for Time Warner Cable and Bright House does not pass Malone’s own smell test.

“At 9.1 times gross operating profits he is paying at least a fifth more for TWC than he typically does,” says the newspaper. “He is offering 23% more for it than Comcast did in its bid last year, which was scuppered by antitrust regulators. Based on last year’s cash-flow figures the deal will make a pitiful 5.6% return on capital, assuming no tax is paid. Like most cable firms TWC has a stagnant top line, with growing broadband sales being offset by declining TV and telephony revenues. So fast growth will not bail out Mr Malone.”

So where does The Economist believe John Malone will make his killing? From captive customers and suppliers, of course.

“The most obvious explanation is that Mr. Malone thinks the world has not changed much since the 1990s and that the cable industry remains a collection of local monopolies from which ever more juicy profits can be squeezed,” says The Economist. “America’s cable firms have poor service and high prices: the average Charter customer pays at least 50% more per month than one of Mr Malone’s customers in Britain or the Netherlands. In Europe cable firms face tough competition in broadband from telecoms operators; in America the telecoms firms have rolled out fixed-line broadband to perhaps just half of homes or fewer.”

The Economist suspects Malone’s new cable empire will follow Europe and be less dependent on flogging costly bundles of unwanted television channels to reluctant punters. Instead, it’s all about broadband and the platform it represents to obtain a range of video services that replace traditional cable television. But Malone’s future vision almost certainly includes a wireless mobile component, which means Americans should not be surprised to see the tycoon attempt to acquire a large mobile company, even one as large as AT&T, on which he can sell video and other telecom services. That is precisely what he is doing today in Europe.

After serving just two years as the chief financial officer of Time Warner Cable, Arthur Minson today left the cable company to become president and chief operating officer of WeWork, a shared office space provider.

Time Warner Cable isn’t announcing a permanent replacement. Instead, William F. Osbourn, Jr., who now serves as senior vice president-controller and chief accounting officer, and Matthew Siegel, who currently serves as senior vice president and treasurer, will serve as acting co-CFOs.

Last year Minson made $13 million, after receiving an effective 137% raise over 2013. He reportedly has $1,826,915 in awarded Time Warner Cable stock and option awards worth $1,767,619. If Comcast had successfully purchased Time Warner Cable, Minson would have walked away with a $27 million golden parachute. Charter has not yet disclosed what it intends to pay Time Warner Cable executives in exit bonuses.

Drahi

Patrick Drahi, the billionaire ruthless cost-cutting owner of Altice SA told a French parliamentary hearing he didn’t go ahead with a serious bid for Time Warner Cable because he lacked enough management talent to run a huge cable company in a country he only recently entered.

“I didn’t follow up on the exchanges we had on Time Warner Cable that were mentioned in the media because we were not ready,” Drahi told a French parliamentary hearing on Wednesday.

Drahi testified French-owned banks were ready to help finance a deal that would have stolen Time Warner Cable away from Charter Communications. Instead, Drahi has decided to spend a little time digesting his acquisition of Suddenlink to gain experience in the U.S. cable market before he moves on other cable operators. Drahi believes he will be the only buyer left to cut major cable consolidation deals.

“Time is on our side” for the U.S. expansion,” Drahi said. “The two leaders Comcast and Charter will not be able to buy anything else because of their size so we will have an open boulevard ahead of us. If I buy five small operators, I can be as big as Time Warner Cable.”

The five most-likely cable operators Drahi will pursue, according to a business editor at RFI, the French overseas broadcaster: Cablevision, Cox, Mediacom, WOW!, and Cable One. Cox and Mediacom are privately held and Cablevision is tightly controlled by its founding Dolan family, so Drahi will likely have to sweeten deals to convince all three to sell.

Reuters reports Drahi is especially interested in the smaller, less profitable operators because they are ripe for his brand of cost management and consolidation-related savings.

“Even better, that means we will have room to improve them,” Drahi said.

Drahi remained enthusiastic about Cablevision, despite the fact it serves one of the most competitive markets blanketed by Verizon FiOS in the United States.

“It’s good actually since it means they know how to compete,” Drahi said.

Drahi’s reputation is well-known in Europe based on his earlier acquisitions. Altice favors telecom and cable companies seen as poorly managed or undervalued which Drahi targets for massive cost-slashing to improve profitability. The investments he does make are largely to benefit high-end customers he values the most.

If you were wondering what motivated Time Warner Cable CEO Robert Marcus to move so quickly from a failed merger with Comcast to a new deal with Charter Communications, follow the money.

According to The Wall Street Journal, Marcus is set to receive a handsome payout:

The value of Mr. Marcus’s exit package should he leave within two years of a change in control will be around $97 million, according to an analysis of his employment agreement by Mark Reilly, head of executive compensation practice for Verisight Inc., a human resources consultancy. The analysis was conducted at the request of The Wall Street Journal. To be sure, the parties could reach a settlement with different terms than those laid out in his employment agreement.

If that amount is confirmed, it is equal to asking each of Time Warner’s 15.4 million customers to kick in $6.30 apiece to cover Marcus’ golden parachute.

Most of the rest of Time Warner Cable executives will also each likely receive a generous exit package, although not likely to approach the amount payable to Marcus if the deal wins regulator approval.

“I thought I was watching Comedy Central,” said Ralph Wilson, a longtime Charter customer in suburban Los Angeles. He was actually watching a Bloomberg News interview with the CEO of Charter Communications regarding yesterday’s formal merger announcement. “What cable company was Thomas Rutledge talking about when he said Charter would bring better service to Time Warner and Bright House? Charter blows.”

Wilson is just one of several unimpressed Charter customers responding to the news their cable company is about to grow more than four times larger with the acquisition of the larger Time Warner Cable and the smaller Bright House Networks.

“They promise you 60Mbps and you are lucky to see 40Mbps unless it is raining,” said Aaron Peters, a Charter customer in Texas. “Then you are lucky if you get anything. You sure won’t get anyone on their support line.”

“I’d rather have my fingernails pulled out than have to deal with Charter,” writes Betty, a 74-year old Stop the Cap! reader in Wyoming. “I’ve had cable out sometimes for five days and when the last time it was out, the slobs that showed up to fix it were shabbily dressed and one had his zipper down. It’s disgraceful.”

“Maybe it will go from F-minus to an F,” Terence Allen of Atlanta told the New York Times. Allen, among others, recited a litany of service problems familiar to many Charter customers around the country: Screen freeze and pixelation, unresponsive remote controls, uneven broadband speeds, slurring and skipping over dialogue, and problems getting a real person on the phone.

For Time Warner Cable customers in particular, it is unlikely that prayers for better service from a new owner are going to be answered.

“‘Not quite as bad’ may be about as good as they can get with this deal,” reflected the Times.

“Charter is not going to revolutionize Time Warner’s service quality, because Charter’s service quality is not that much better,” said Mark Cooper, director of research at the Consumer Federation of America.

Pay for 60Mbps, get 40ish instead.

One of the key arguments in favor of the merger is that long-suffering Time Warner Cable customers will finally get faster Internet speeds. Time Warner Cable Maxx upgrades, now likely to be shelved by Charter, were already outperforming several of Charter’s own speed commitments. Charter’s theme pushing faster speeds for one and all might appeal to the broad masses of Time Warner Cable customers yet to be upgraded.

“Except what Charter advertises is often not what they actually deliver,” complains Wilson. “They tell you it’s 60Mbps, but here in LA it is often closer to 40Mbps and when you complain, they claim they don’t guarantee speeds.”

Allen in Atlanta also signed up for faster speeds from Charter, but never got them.

“Their high end doesn’t seem to be very high-end,” Allen said.

He also called Charter to complain but never got to speak a customer service agent. Instead, an automated attendant instructed him to unplug his modem to reset it, to no avail.

“Getting a human on Charter’s customer service line to help you with a problem is a laugh,” said Sue Turner, a Charter customer in Montana. “They keep telling us Charter is better than the last three owners of our cable system because their repair service calls are way down. Well of course if you cannot actually reach anyone to schedule a service call, that works too.”

Turner has seen three cable companies come and go in her part of Montana since April 2002. Comcast sold many of its cable systems in the sparsely populated states of the Rockies to Bresnan Communications that year. Cablevision acquired Bresnan in 2010 and rebranded her cable system Optimum West. Just three years later, Cablevision sold all of its interests outside of the northeastern U.S. to Charter Communications, which runs things today.

“Badly,” Turner said. “The biggest problem is the weather which always affects our television and Internet service. Charter has been here six times in two years to try to fix things, but the only realistic way to get service is to go down to the cable office and demand they do something. You don’t get help on the phone.”

“I would say my impression overall of Charter is that they talk very well about their services and their breadth and depth, but quite honestly they don’t deliver very well,” Mr. Allen told the newspaper. “One of the things they push quite a bit is the bundle — telephone, Internet and cable. I would never even consider getting the telephone because their cable and Internet can be so dodgy.”

The Better Business Bureau in St. Louis, which tracks complaints about Charter, found at least 5,183 unsatisfied customers over the last three years willing to escalate matters to them. Most are about problems with Charter service, which would seem to show there is a problem.

Nonsense, counters Alex Dudley, one of Charter’s senior spokesmen.

“Charter takes our customer service very seriously,” Dudley said. “There are millions of Charter customers who are satisfied with our products.”

Shaneice Johnson in Connecticut isn’t one of them.

“Oh my God I thought Frontier was awful when they took over AT&T here,” she tells Stop the Cap! “But then when we switched to Charter my modem has dropped weekly and all I get is attitude from customer service about how they know how the Internet is supposed to be run and it must be my fault. Years of good service with AT&T with no problems but now it must be my fault because their service is off up and down the street? I don’t think so. We need to get some competition in here.”

On that point, many would agree.

“If Charter had Google Fiber here chasing them, I guarantee they would clean up their act, but when their only competition is AT&T DSL, they just don’t care,” said Wilson.