Charter Springs Big for TWC with $78.7Bn Offer


The cable sector consolidation amp has officially cranked itself up to 11: Charter Communications has proposed a whopping $78.7 billion for a merger with Time Warner Cable, following its play for Bright House Networks.

The valuation makes Comcast’s previous, failed $45 billion offer for TWC look like chump change. And it blows away the $132.50 per share, or $37.3 billion, that Charter offered for TWC last year before being beaten by Comcast.

But, Charter believes that transaction will be worth it to its further interests by giving it the scale it needs to fund the build out of next-gen networks and new services. If the deal is approved—and that’s indeed an “if”—it will result in a new company under the Charter banner that will touch about 16 percent of the country—one in six American households.

TWC is certainly pleased: "With today's announcement, we have delivered on our commitment to maximizing shareholder value," Time Warner Cable CEO Rob Marcus said in an (under)statement.

Last week, the news broke that TWC and Charter (separately) contacted Bright House Networks about an acquisition—and that Charter has put a $10.4 billion offer on the table for the sixth-largest cable MSO.

via Shutterstock

TWC is already the No. 2 cable MSO, but the added heft of Charter’s 4.1 million TV and 4.9 million broadband subs, plus Bright House’s 2 million, will give the combined entity around 17 million pay-TV subscribers and 18.8 million broadband customers—enough to provide a significant counterweight to Comcast and its 22 million.

TWC will disappear as an identity, and services will be marketed under the Spectrum brand name; Charter CEO Tom Rutledge will stay at the helm, and will receive a five-year contract extension offer.

Winning regulatory approval won’t be a cakewalk. TWC found itself left at the altar after Comcast officially dumped its merger with the company after the FCC expressed grave concerns about the anti-competitive effect the deal could have on online video. FCC chairman Tom Wheeler specifically said after the demise of Comcast-TWC that the agency is not against “any and all future cable deals," and that it would review any future deals on their own merits. However, he also made it clear that simply causing no competitive damage will not be enough to win approval.

"In applying the public interest test, an absence of harm is not sufficient,” he said. “The Commission will look to see how American consumers would benefit if the deal were to be approved."

Charter, backed by the billionaire cable baron John Malone, addressed this somewhat in its proposal: it has pledged faster broadband for subscribers; an improved cable TV interface; and wider availability of public Wi-Fi. It also stressed that it would invest in innovation that would benefit consumers.

"Put simply, the scale of New Charter, along with the combined talents we can bring to bear, position us to deliver a communications future that will unleash the full power of the two-way, interactive cable network," Rutledge said in a statement.

However, TWC is signaling a not-counting-chickens stance internally.

"As we've all experienced first-hand, we have no way of predicting how long the regulatory approval will take. But we have every confidence the FCC and Department of Justice will begin their review quickly," Marcus said in an email to employees.

Also, if the Charter deal fails to go through, French comglom Altice is reportedly waiting in the wings. The company, which has already agreed to acquire a 70 percent interest cable firm Suddenlink Communications in a deal valued at $9.1 billion, is eyeing a push into the U.S. market with an acquisition strategy. Sources told Reuters that Altice had been in discussions with various banks, including JPMorgan Chase & Co, Nomura Co Ltd, BNP Paribas SA, Societe Generale, Barclays Plc and Royal Bank of Canada, about a financing package to support a proposed acquisition for TWC.

As for Comcast? It’s taking the high road.

"This deal makes all the sense in the world. I would like to congratulate all the parties,” said Comcast CEO Brian Roberts in a statement.

Edited by Stefania Viscusi
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