& cplSiteName &

Charter Seeks to Replace TWC Board

Alan Breznick
2/11/2014
50%
50%

Raising the stakes in its takeover bid for Time Warner Cable, Charter Communications has proposed a full slate of new directors for the TWC board. But TW Cable's management has once again rejected the move.

Charter Communications Inc. , which has been pressing Time Warner Cable Inc. (NYSE: TWC) to engage in serious merger negotiations for months, unveiled its 13 nominees to replace the entire TWC board in a press release Tuesday morning. Although the TW Cable annual meeting will not be held until later this year, Charter faced a Feb. 15 deadline to nominate new directors to the TWC board.

Most notably, Charter's lineup of 13 nominees includes TW Cable's former CTO Jim Chiddix and Charter's own former CTO Marwan Fawaz. Two other prominent, long-time cable executives on the list are former Virgin Media Inc. (Nasdaq: VMED) CFO Eamon O'Hare and former Cablecom CEO Bruno Claude.

In the press release, Charter CEO Tom Rutledge made it clear that his company is proposing the slate to bring TW Cable's management to the negotiating table:

    It is clear from our meetings with Time Warner Cable shareholders that there is an overwhelming desire to combine these two companies to increase Time Warner Cable's competitiveness, grow market share, and create shareholder value. Our purpose in this proxy contest is to enable shareholders of TWC to raise their voice and to provide a very capable board who will hear them.

But, just as it has repeatedly done before, TW Cable's management quickly dismissed the latest Charter ploy. TWC CEO Rob Marcus said in his own prepared statement:

    It is clear that Charter is nominating a slate of directors for the sole purpose of pressuring our Board into accepting the same lowball offer that it previously considered and unanimously rejected. Our board remains focused on maximizing shareholder value. We are confident in our strategic plan, which was detailed publicly on January 30, and we are not going to let Charter steal the company. (See TW Cable Strikes Back.)

In another notable gambit in the escalating proxy war between the second and fourth biggest US MSOs, Charter proposed that the size of TWC's board be fixed at its current 13 members. In addition, Charter wants TWC shareholders to "repeal any amendments to the bylaws that were adopted" by the TWC board without shareholder approval after July 26, 2012, the date of the last public amendment to the TWC bylaws.

Although some investors and industry analysts had thought that Charter might again raise the price of its takeover bid to woo TWC shareholders, the company made no move to do so on Tuesday. Instead, Charter is apparently standing pat on its third and latest offer of $132.50 per share in cash and Charter stock. TWC officials have said they won't accept anything less than $160 per share for their company's stock. (See Charter's $61.3B Bid for TWC Rebuffed Again.)

Charter also made no mention of its reported negotiations with Comcast Corp. (Nasdaq: CMCSA, CMCSK) to split the TW Cable's spoils if Charter's hostile takeover attempt succeeds. Under that proposed pact, Comcast would receive TWC's New York City, New England, and North Carolina cable system clusters in exchange for up to $16 billion in cash. (See Comcast May Join Charter Team.)

— Alan Breznick, Cable/Video Practice Leader, Light Reading

(7)  | 
Comment  | 
Print  | 
Newest First  |  Oldest First  |  Threaded View        ADD A COMMENT
pcharles09
50%
50%
pcharles09,
User Rank: Light Beer
2/28/2014 | 8:59:41 PM
Re: Great idea!
I honestly don't think it's a good thing for the consumer. I recently moved to Queens & got TWC. In the 6 months I've had their service, the prices have been boosted 3 times.

They claim their infrastructure needs updating & the TV networks are charging them more.

If I had a real alternative, I would've switched by the 2nd increase.
albreznick
50%
50%
albreznick,
User Rank: Blogger
2/28/2014 | 5:02:03 PM
Re: Great idea!
So now we're going to see the top 2 cable cvompanies merge instead. Think that's better or worse than TWC and Charter getting together? I'm reallly not sure either way.
Phil_Britt
50%
50%
Phil_Britt,
User Rank: Light Sabre
2/12/2014 | 5:10:23 PM
Money Talks
Charter's offer isn't much above where Time Warner's stock was when the first inklings of a potential offer started hitting various news organizations. While Time might ultimately take less than the $160 a share it has set as its limit, Charter's offer is far too low at this juncture for Time Warner to really consider it.

That could change if the market crashes or if Time's Warner's next earnings show a bigger than expected loss. But even without rival bids, Charter will likely have to sweeten the pot quite a bit for the deal to happen -- and that's if the Justice Department agrees to it.
TaraSeals
50%
50%
TaraSeals,
User Rank: Light Sabre
2/12/2014 | 3:41:14 PM
Getting persnickety
The rhetoric going back and forth in this deal entertains me to no end. Charter is much smaller and the deal will be highly leveraged, funded primarily with debt, and it's still recovering from its bankruptcy past, and yet it's swinging the big verbal guns when it comes to characterizing TWC's overall health. It's all "failed operational strategy" this and "TWC is in need of a transformational event" that, even though the Q4 financials weren't that bad. OK, subscriber drain on the video side was horrendous, but overall--it's not looking like a consumption victim in Victorian England just quite yet. And as your own Dan O'Shea pointed out, when it comes to broadband, which is really the future, it's got some assets to talk about.

At the same time, I'm rooting for Charter-mostly because I really don't want to see Comcast--which TWC has been in talks with as well--get any bigger. 

And, the idea of hijacking the board is so 1980s corporate raider awesome on some levels. We'll see if shareholders take the bait. 

There's always the middle path too, where Charter and Comcast split TWC's baubles...

 

 
pcharles09
50%
50%
pcharles09,
User Rank: Light Beer
2/11/2014 | 10:53:05 PM
Re: Great idea!
I agree. Especially in major metropolitan areas where you get squeezed into only 1 or 2 choices because of zoning.
Mitch Wagner
100%
0%
Mitch Wagner,
User Rank: Lightning
2/11/2014 | 6:59:29 PM
Great idea!
"I'd love it if a couple of the cable companies merged. There needs to be less choice for cable and Internet service," said nobody never.
KBode
50%
50%
KBode,
User Rank: Light Sabre
2/11/2014 | 5:26:28 PM
Patty cake
I kind of wish that we could fast forward through this patty cake mating dance and just get a deal done. I assume Time Warner Cable will bend at $150 per share?
From The Founder
Light Reading today starts a new voyage as part of a larger Enterprise.
Flash Poll
Live Streaming Video
Charting the CSP's Future
Six different communications service providers join to debate their visions of the future CSP, following a landmark presentation from AT&T on its massive virtualization efforts and a look back on where the telecom industry has been and where it's going from two industry veterans.
LRTV Interviews
No Stopping Cable's Ethernet Gains

12|9|16   |     |   (0) comments


Vertical Systems' Erin Dunne explains why US cable operators, which now command a record-high 26% of the Ethernet market, will keep boosting their share.
LRTV Interviews
Fixing IoT Security Is an Ecosystem Challenge

12|9|16   |   05:34   |   (1) comment


Level 3 Communications' Chief Security Officer Dale Drew says service providers, manufacturers and even consumers must combine to halt massive DDoS attacks using IoT devices in botnets. The solution he has in mind includes reputation-based routing by the service provider but also more secure endpoint devices and greater consumer awareness.
LRTV Interviews
Cox Clears $2B in Business Revenue

12|8|16   |     |   (0) comments


Cox's Jeff Breaux discusses how the third-largest US MSO will reach the $2 billion revenue mark this year and plans to hit $3 billion by 2021
LRTV Interviews
Can Cable Climb Upmarket?

12|7|16   |     |   (0) comments


Carol Wilson and Alan Breznick assess cable's prospects for winning more enterprises in a landscape rocked by corporate M&A activity.
Women in Comms Introduction Videos
TalkTalk Exec: Find Your North Star at Work

12|7|16   |   3:38   |   (1) comment


Women need to find their purpose, a professional North Star, and create a personal board for themselves, according to Alex Tempest, director of partners at TalkTalk Business.
LRTV Interviews
Verizon: Beware Unknown Unknowns

12|7|16   |   04:58   |   (0) comments


Chris Novak, director of the Verizon Enterprise Solutions Risk Team, explains that enterprises who don't conduct a thorough audit of their assets often leave some things unprotected because they don't know they exist. Many times these unprotected assets are part of corporate M&A activity but left unshielded they can become a hacker's playground, he tells Light ...
LRTV Interviews
ETSI's CTO Talks NFV, 5G & NGP

12|5|16   |   09:45   |   (0) comments


Adrian Scrase, CTO at standards body ETSI, talks about the various initiatives and specifications developments related to NFV, 5G and NGP (next-generation protocols) that will underpin next-gen networks.
Women in Comms Introduction Videos
Korn Ferry Consultant: How to Find, Cultivate & Be the Best Talent

11|30|16   |   4:10   |   (2) comments


Erin Callaghan, a managing consultant for Korn Ferry Futurestep, shares strategies for companies to improve how they recruit and for women to ensure they don't get lost in the pipeline.
LRTV Custom TV
We Can Make the World More Sustainable

11|29|16   |     |   (0) comments


GeSI is a global e-Sustainability Initiative organization bringing together 40 big multinational companies around the world. According to GeSI's report, information and communication technology can make the world more sustainable. Luis Neves, chairman of GeSI, shared with us his opinion at Ultra-broadband Forum (UBBF2016).
LRTV Custom TV
Finding a New Way to Engage Customers & Drive Revenue

11|29|16   |     |   (0) comments


Mobile revenues are declining. Digicel, a player in the Caribbean telecommunications/entertainment space, has found a new way to engage customers and drive revenue. John Quinn, CTO of Digicel, shared with us its story at Ultra-broadband Forum (UBBF2016)
LRTV Custom TV
Do You Really Need Gigabit Infrastructure?

11|29|16   |     |   (0) comments


Altibox is the biggest fiber-to-the-home (FTTH) player and the largest provider of video and TV in Norway. They started out with zero customers in 2002. Now they have close to half a million households and companies attached to their FTTH business. Nils Arne, CEO of Altibox shared with us their story and insight on 5G at Ultra-broadband Forum (UBBF2016).
LRTV Custom TV
BTís Openreach Strategy & Its Updates in 2016

11|29|16   |     |   (0) comments


A lot of developments at Openreach this year in terms of strategy and planned investments. Peter Bell, CIO of Openreach BT, shared with us the updates of Openreach at Ultra-broadband Forum (UBBF2016).
Upcoming Live Events
May 16-17, 2017, Austin Convention Center, Austin, TX
All Upcoming Live Events
Infographics
Hot Topics
Cable Nodes Becoming a Choke Point
Brian Santo, Senior editor, Test & Measurement / Components, Light Reading, 12/5/2016
Consolidated Snaps Up Fairpoint for $1.5B
Iain Morris, News Editor, 12/5/2016
Small Arctic ISP Caches Netflix in New Way
Mari Silbey, Senior Editor, Cable/Video, 12/7/2016
Like Us on Facebook
Twitter Feed
BETWEEN THE CEOs - Executive Interviews
Eyal Waldman, CEO of Mellanox Technologies, speaks to Steve Saunders, CEO of Light Reading, for an exclusive interview about the 100 GB cable challenge, cybersecurity and much more.
Join us for an in-depth interview between Steve Saunders of Light Reading and Alexis Black Bjorlin of Intel as they discuss the release of the company's Silicon Photonics platform, its performance, long-term prospects, customer expectations and much more.
Animals with Phones
A Mobile Safari Click Here
Literally.
Latest Comment
Live Digital Audio

Even when there's a strong pipeline of female talent in the comms industry, it tends to leak all the way to the top. McKinsey & Company says women experience pipeline leakage at three primary points: being unable to enter, being stuck in the middle or being locked out of the top. Each pipeline pain point presents its own challenges, but also opportunities to stop the leak. Wireless operator Sprint is making a conscious effort to improve its own pipeline from new recruits to the C-suite, and it wants the rest of the industry to do the same. In this Women in Comms radio show, WiC Board Member and Sprint Vice President of Enterprise Sales Nelly Pitocco will give us her take on the industry's pipeline challenges. Pitocco, who joined Sprint in May and has spent 20 years in the comms industry, will also offer solutions, share how Sprint is tackling the challenge within its own organization and take your questions live on air.