Mergers & acquisitions

Charter Goes Over TWC's Head

Frustrated by Time Warner Cable's intransigence, Charter Communications executives ripped into TWC's go-to-market strategy as they took their company's takeover bid to Wall Street and TWC shareholders Tuesday.

In a nearly hour-long call with financial analysts after the markets closed, Charter Communications Inc. officials laid out the case for the $61.3 billion merger bid, which TW Cable's board of directors unanimously rejected late Monday. Charter officials also made a direct appeal to TWC shareholders, urging them to pressure their company's management and board to enter serious negotiations. (See Charter Makes $61B Offer to Acquire TWC , Charter's $61.3B Bid for TWC Rebuffed Again, and TWC Rebuffs Charter's Latest Offer.)

"We're asking Time Warner Cable shareholders to weigh in now," Charter president and CEO Tom Rutledge, a onetime TWC executive, said on the call. "We're trying to get management to engage."

Seeking to buttress their position, Charter executives spent much of the call ripping into TW Cable's "failed operating strategy" over at least the past five years and explaining how they would overhaul the much bigger MSO. Calling TWC "a turnaround project," they said they needed to act quickly to stave off a further deterioration in its assets and market value.

"The biggest risk in this whole business plan is timing because of the rapid loss of customers that Time Warner faces," Rutledge said. "Our only concern is market-timing risk."

Just on the video end of the cable business, Charter executives criticized TW Cable for losing more than 800,000 video subscribers last year, shedding broadband and voice customers in recent quarters, not upgrading its systems to all-digital channels, keeping too many analog channels, and carrying too few HD channels. "They allowed their video products to become inferior," said John Bickham, Charter's COO and another former TWC executive.

On the broadband side, the officials faulted TWC for offering "substandard" broadband products, not boosting broadband speeds high enough, competing too much on price, and nickel and diming customers with hidden fees and taxes. "This strategy results in high disconnects and churn rates," Bickham said. "They wound up looking much like their telco competitors."

Citing the revival of their company's once-moribund cable operations, Charter executives sought to prove they could turn around TW Cable in a similar fashion. Armed with a hefty PowerPoint presentation, they aimed to show that they could restore TWC to its former glory by investing heavily in all-digital system upgrades, putting more digital set-top boxes in each subscriber's home, increasing the number of HD channels in each system to 100 or more, boosting broadband speeds, upgrading the company's phone offerings, and simplifying its pricing structure, among other measures.

In addition to raising revenue, Charter officials said that they could wring out $750 million in operating synergies from TW Cable's annual operating costs over time. TWC executives have challenged this figure, arguing that only about $500 million in operating synergies could be realized.

With Time Warner Cable's board and management showing no signs of giving in yet, speculation has run rampant that TWC is still looking for a white knight to save it from Charter's clutches. Industry pundits have frequently mentioned both Comcast Corp. (Nasdaq: CMCSA, CMCSK) and Cox Communications Inc. as friendly suitors for TWC or partners for Charter in carving up the company.

In the call with analysts, Charter executives shrugged off the notion of another MSO or bidder swooping in right now to thwart their company. "We're not aware of any other bidder," Rutledge said. "So our bid stands alone."

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

albreznick 1/17/2014 | 6:09:16 PM
Re: no dime? Sure you can. Good point. But Rutledge still represents Charter. Anyway, how the mighty have fallen. Think TWC still has a prayer of staying independent?  
JonathanT231 1/16/2014 | 6:16:05 PM
Re: no dime? Yes, to have Charter lecturing, that's a stretch. To have Tom Rutledge doing so, less of one. If I can make that distinction...
albreznick 1/16/2014 | 5:50:55 PM
Re: no dime? True, Jonathan. But didn't TWC used to be more of a pioneer than it's become now? To have Charter lecturing it on how to be a tech leader is almost ludicrous. Could you have even imagined that five years ago when Charter went bankrupt and almost collapsed underr the weight of its own debt and ineptitude? I couldn't have.
JonathanT231 1/15/2014 | 6:48:36 PM
no dime? "No dime before it's time" was the mantra I used to hear from old-timers TWC - and other MSOs. (A few high-profile tech showcases being the exception.) That reputation for frugality may have shifted in the industry, but not sure the ex C'vision execs running Charter ever adhered to it. Their emphasis is more like - 'Spend that dime (or million) right on time, if not a little early.'
albreznick 1/15/2014 | 11:45:49 AM
Re: Defending its bid Yep, you're right about that. So TWC really has fallen behind the cable curve on innovation. It seems to be living a bit off its past reputation as a technology pioneer. What happened?. 
KBode 1/15/2014 | 11:29:48 AM
Re: Defending its bid True. Time Warner Cable's also rather glacial when it comes to faster speeds and DOCSIS 3.0 upgrades. 100 Mbps still is only in a handful of Time Warner Cable markets if I recall correctly.
albreznick 1/15/2014 | 11:28:24 AM
Re: Defending its bid True. But Rutledge and Bickham are also right that TWC had already been shedding tons of video subs even before the CBS debacle. And TWC has been awfully slow to go all-digital. So at least some of Charter's criticisms are on mark.  
KBode 1/15/2014 | 8:56:34 AM
Re: Defending its bid Yes.

Even if their logic isn't logical. Most of Time Warner Cable's losses were by their own hand courtesy of the CBS feud, and IIRC Charter's CEO just got done admitting their own video product(s) haven't been of the utmost quality.
DOShea 1/14/2014 | 8:53:45 PM
Defending its bid Dressing down TWC is also one way for Charter to make the case that it's price is right.
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