Cable Technology Feature Article
Charter Prepares to Take $61.3B Offer for TWC Direct to Shareholders
By Tara Seals, TMCnet Contributor
After weeks of speculation and behind-the-scenes negotiations, it turns out that No. 4 cable MSO Charter Communications has made an official $61.3 billion offer to buy No. 2 MSO Time Warner (News - Alert) Cable Inc. (TWC). But TWC management so far seems reluctant to take the deal.
Together, the two would create a triple-play provider serving 20 million customers in 38 states. The $132.50-per-share includes about $83 cash per share and about $49.50 in Charter stock.
The proposal, the third-largest for any global company since 2009, is the latest offer that Charter has made for the company, according to Bloomberg (News - Alert). TWC rejected Charter proposals in June and October, and has not properly responded to this offer, which was delivered in December.
Charter CEO Tom Rutledge told Bloomberg that TWC CEO Rob Marcus has been unreceptive, so he plans to take his case to an open letter format, explaining why the company’s offer is good for shareholders.
“We haven’t received a serious response,” Rutledge told Bloomberg. “Our objective was to talk to management and try to get them engaged. They have not, so we’re going to make our case to shareholders about why this deal is good for them and hope they ask management and the board to watch out for the interests of shareholders.”
Charter has been on the hunt for an acquisition, as John Malone, who controls 27 percent in the company through Liberty Global (News - Alert), looks to bootstrap Charter's growth. Since emerging from bankruptcy in 2009, the company has continued to struggle: it has just 4.3 million subscribers and continues to post losses. M&A is an ongoing strategy for Charter (earlier in the year it bought Optimum (News - Alert) West from Cablevision for $1.6 billion), and that's spurred its stock to gain 65 percent year-to-date on speculation alone.
But any tie-up with TWC for Charter is going to be a highly leveraged transaction. Charter has been lining up financing to make the new acquisition happen, but its market cap is just a third the size of TWC's ($13 billion vs. TWC’s $37 billion).
For that and other reasons, TWC is said to favor a deal with No. 1 pay-TV operator Comcast (News - Alert), which can make an all-cash offer. And indeed, Comcast has mulled a bid for TWC, in December tapping J.P. Morgan for advice. So far though, it hasn’t made any formal approaches.
It’s also worth noting that TWC has 11 million customers, and Comcast has 21 million; together, they would serve about a third of the nation's pay-TV subscribers. Consolidation in the cable industry is likely as MSOs look to gain enough size to have a card to play against content owners regarding programming costs. A deal with Comcast will give TWC a plum position in this regard, considering that no media company could be economically viable if they lose that many of the country's pay-TV subscribers.
And, the two complimentary footprints.
"A combination of Charter and Comcast would make all the sense in the world," media analyst Craig Moffett of MoffettNathanson Research said in an interview with the LA Times. "Time Warner Cable's two crown jewels are New York and Los Angeles," Moffett noted — two top markets where it doesn't have a dominant presence.
The other possibility is that Comcast and Charter could, however, buy Time Warner Cable together, and divide its holdings, as they did with Adelphia Communications back in 2006. Comcast could take the New York City operation and gain a more valuable presence there, while Charter could gain dominance in LA.
But whether it’s Charter, Comcast or some other dark-horse bidder, TWC is clearly receptive to a deal, it lost 306,000 video subscribers in the third quarter of 2013 after a month-long blackout of CBS and Showtime in a retransmission dispute. While it has made up the lost revenue with big gains in the broadband division, the video losses don't bode well for its traditional revenue base.
Edited by Ryan Sartor