& 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
NFV's promises of automation and virtualization are intriguing, but what really excites service providers is the massive amount of money they could save.
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.
Women in Comms Introduction Videos
VMWare VP Brings Women Up With Her

8|16|17   |   6:49   |   (1) comment


It's an art and a science to make mentorship, inclusive leadership, diversity and promotion of high-potential women work, says Honore' LaBourdette, vice president of Global Market Development at VMWare.
LRTV Documentaries
5G Spectrum Wars – The Recap

8|15|17   |   2:22   |   (0) comments


Service provider 3 has filed a lawsuit against Ofcom over 5G spectrum auction in the UK.
LRTV Custom TV
Say What? Facebook Unleashes AI Anarchy – The Recap

8|7|17   |     |   (0) comments


A recap of the week's talking points on Light Reading's sister site, telecoms.com. Facebook AI programmers had a bit of a brain-fade as they allowed one of its AI applications to invent its ...
Women in Comms Introduction Videos
Fujitsu's Women Band Together to Help Girls Do STEM

8|2|17   |   9:35   |   (1) comment


Supporting women both inside and outside of Fujitsu is a top priority of the telecom vendor. Yanbing Li, Fujitsu Network Communication's director of System Software Development & Delivery, shares why it's important, but why there's still a long road ahead.
LRTV Custom TV
If You're Not First, You're Last – The Recap

7|31|17   |   08:18   |   (1) comment


In case you missed it, Amazon's 1% stock increase helped Jeff Bezos dethrone Bill Gates as the richest man in the world. Also, Taiwanese electronics manufacturer
Women in Comms Introduction Videos
AT&T's Tech President Preps Workforce for the Future

7|26|17   |   5:47   |   (10) comments


AT&T is focused on the software-defined network of the future and is reskilling its workforce to get ready too, according to AT&T's President of Technology Development Melissa Arnoldi.
Women in Comms Introduction Videos
Cisco: Mentoring Critical to Attract & Retain Women

7|19|17   |   6:40   |   (1) comment


Liz Centoni, senior vice president and general manager of Cisco's Computing System Product Group, shares why mentoring in all its forms is important for women and what Cisco is doing that's made a difference for women in tech.
LRTV Custom TV
Gigabit LTE With Snapdragon 835

7|12|17   |     |   (1) comment


At an event in Wembley stadium, EE used its live network to demonstrate gigabit LTE using a Sony Xperia XZ Premium smartphone with a Qualcomm Snapdragon 835 chip.
LRTV Custom TV
Implementing Machine Intelligence With Guavus

7|12|17   |     |   (0) comments


Guavus unites big data and machine intelligence, enabling many of the the largest service providers in the world to save money and drive measureable revenue. Learn how applying Machine Intelligence substantially reduces operational costs and in many cases can eliminate subscriber impact, meaning a better subscriber experience and higher NPS.
LRTV Custom TV
Unlocking Customer Experience Insights With Machine Intelligence

7|12|17   |     |   (0) comments


When used to analyze operational data and to drive operational decisions, machine intelligence reduces the number of tasks which require human intervention. Guavus invested in Machine Intelligence early. Learn about the difference between Machine Learning and Machine Intelligence.
Women in Comms Introduction Videos
Verizon VP Talks Network, Career Planning

7|12|17   |   4:49   |   (0) comments


Heidi Hemmer, vice president of Technology, Strategy & Planning at Verizon, shares how bold bets and the future of tech define her career.
Telecom Innovators Video Showcase
Masergy's NFV Journey

7|11|17   |     |   (0) comments


Ray Watson, vice president of global technology at Masergy, discusses the advantages and challenges in entering the still-maturing NFV market for the past three years.
Upcoming Live Events
September 28, 2017, Denver, CO
October 18, 2017, Colorado Convention Center - Denver, CO
November 1, 2017, The Royal Garden Hotel
November 1, 2017, The Montcalm Marble Arch
November 2, 2017, 8 Northumberland Avenue, London, UK
November 30, 2017, The Westin Times Square
All Upcoming Live Events
Infographics
With the mobile ecosystem becoming increasingly vulnerable to security threats, AdaptiveMobile has laid out some of the key considerations for the wireless community.
Hot Topics
Intel CEO Leaves Trump Biz Advisory Board
Dan Jones, Mobile Editor, 8/15/2017
Are Cord-Cutting's Days Numbered?
Alan Breznick, Cable/Video Practice Leader, Light Reading, 8/14/2017
Analyst Nolle: Fundamental Errors Plague NFV
Carol Wilson, Editor-at-large, 8/11/2017
Verizon Video Woes Pile On
Mari Silbey, Senior Editor, Cable/Video, 8/14/2017
Orchestration Startup UBiqube Pivots Away From NFV
Carol Wilson, Editor-at-large, 8/15/2017
Like Us on Facebook
Twitter Feed
Animals with Phones
We Know a Tough Day When We See One Click Here
Live Digital Audio

Understanding the full experience of women in technology requires starting at the collegiate level (or sooner) and studying the technologies women are involved with, company cultures they're part of and personal experiences of individuals.

During this WiC radio show, we will talk with Nicole Engelbert, the director of Research & Analysis for Ovum Technology and a 23-year telecom industry veteran, about her experiences and perspectives on women in tech. Engelbert covers infrastructure, applications and industries for Ovum, but she is also involved in the research firm's higher education team and has helped colleges and universities globally leverage technology as a strategy for improving recruitment, retention and graduation performance.

She will share her unique insight into the collegiate level, where women pursuing engineering and STEM-related degrees is dwindling. Engelbert will also reveal new, original Ovum research on the topics of artificial intelligence, the Internet of Things, security and augmented reality, as well as discuss what each of those technologies might mean for women in our field. As always, we'll also leave plenty of time to answer all your questions live on the air and chat board.