January 13, 2014

Charter bids $61 billion for Time Warner Cable

Charter on Monday sent a letter to Time Warner Cable Chief Executive Officer Rob Marcus, explaining why the company’s offer is beneficial for shareholders.

Charter Communications Inc. offered to buy Time Warner Cable Inc. for about $132.50 a share, valuing the second-largest U.S. cable provider at more than $61 billion, including debt.

The proposal includes about $83 cash per share and about $49.50 in Charter stock, Tom Rutledge, Charter’s Chief Executive Officer, said in an interview. The offer is the third-largest for any global company since 2009, data compiled by Bloomberg show.

Charter on Monday sent a letter to Time Warner Cable Chief Executive Officer Rob Marcus, explaining why the company’s offer is beneficial for shareholders. Charter is attempting to acquire Time Warner Cable, a company with an enterprise value more than twice Charter’s size, to create a provider of TV, Internet and phone for about 20 million customers in 38 states. Time Warner is the dominant cable provider in the Kansas City area.

Rutledge said he last proposed an offer in late December, around Christmas, which Marcus rejected.

“We haven’t received a serious response,” Rutledge said Monday in a telephone interview. “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.”

Rutledge and Charter Chief Financial Officer Chris Winfrey met with Marcus and Time Warner Cable CFO Artie Minson in December to walk through details of the offer, including structure, financing, tax and cash flow implications, according to the letter. Charter indicated its willingness then to submit a proposal in the low $130s, including a cash component of $83.

When Time Warner Cable responded to that with a request for a higher bid including a higher cash component, Charter determined it wasn’t interested in pursuing a merger agreement, according to the letter.

Time Warner Cable’s response was “not a serious offer,” said Rutledge, who declined to say the exact price. “They knew the price they were offering was designed to not appeal.”

Charter is preserving “all options going forward,” including nominating a slate of directors to Time Warner Cable’s board, according to a person familiar with the matter. Still, Rutledge would prefer to complete a friendly cash and stock deal as soon as possible, he said. Charter has “fully negotiated” financing and can be “in a position to sign commitment letters in a matter of days,” according to the letter.

Time Warner Cable shareholders would own about 45 percent of the new company in the proposed deal, Rutledge said. A deal would give the combined company more leverage in future negotiations with content companies, who have been raising annual prices at about 10 percent per year. An acquisition would also allow Charter, the fourth-largest cable operator, to use its net operating losses as a future tax shield.

Moreover, Charter management would improve Time Warner Cable’s customer service and restart video growth, Rutledge said.

“Since we made our first proposal, Time Warner Cable has lost another half million video customers,” Rutledge said. “Their customer service continues to decline in every measure. We can improve it. We have a demonstrated track record of improving customer service. It’s a question of credibility.”

Time Warner Cable has resisted Charter’s approaches to reach a friendly deal on several occasions over the past few months: in June, October and, most recently, December, Rutledge said.

Bloomberg first reported Charter’s intent to make an offer for Time Warner Cable last month. A successful takeover would be the largest of a cable company since Comcast Corp. acquired AT&T Broadband in 2001 for about $72 billion.

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