RTRS - GREEK FINANCE MINISTER VAROUFAKIS SAYS WE WILL PAY JUNE 5 IMF PAYMENT BECAUSE THERE WILL BE A DEAL BY THEN
Chinese Play for Fortescue Keeps Iron Man Standing
Beijing has a strategic interest in keeping marginal producers alive
The world’s iron-ore glut has a reliable friend in China’s state-run industrial complex.
Shares in Fortescue Metals, the largest pure-play miner of iron ore in the world, jumped nearly 11% Tuesday on an Australian Financial Review report that Chinese companies are fishing for ore assets. China’s largest publicly traded steel producer, Baoshan Iron and Steel—also known as Baosteel—and Citic, the country’s largest conglomerate, are names in the mix. Fortescue could use some fresh investment to ease its heavy debt burden.
Baosteel led a consortium last year to buy Australia’s Aquila Resources for more than $1 billion. And last month, smaller producer Shandong Iron and Steel bought Sierra Leone’s Tonkolili mine. This was the world’s largest iron-ore mine to be shut down during the current bust, notes Citigroup’s Ivan Szpakowski. Its new owners will likely want to restart production.
This isn’t just a case of buyers snapping up assets at low prices. As the world’s biggest iron-ore consumer, China has a strategic interest in sustaining marginal producers that can keep the commodity in oversupply. Beijing is already boosting iron-ore supply by keeping some of its high-cost local mines operating. And no international mine fully owned by China Inc. has so far closed, noted CLSA last month.
They likely won’t close in the near future either. Chalk it up to Beijing’s fear that the old iron-ore pricing arrangements—where the likes of Rio Tinto set high, long-term prices that Chinese steel mills had to eat—could return.
So long as the marginal guys stay in business, even momentary rises in prices will be self-defeating. Partly because of an iron-ore rally that began in mid-April, junior Australian producer Atlas Iron restarted mines that it had shut down earlier in the month.
With China flashing its willingness to keep mines open, the age of cheap iron will be a long one.
Charter and Time Warner Cable will host a conference call on Tuesday, May 26, 2015 at 8:00 a.m. Eastern Time (ET) related to the contents of this release.
The conference call will be webcast live via Charter's website at ir.charter.com and Time Warner Cable's website at twc.com/investors.
Those participating via telephone should dial 866-919-0894 no later than 10 minutes prior to the call. International participants should dial 706-679-9379. The conference ID code for the call is 54712821. A replay of the call will be available at 855-859-2056 or 404-537-3406 beginning two hours after the completion of the call through the end of business on June 26, 2015. The conference ID code for the replay is 54712821.
BN 05/26 10:02 Charter to Merge With Time Warner Cable, Buy Bright House
BFW 05/26 10:08 CORRECT: Charter to Buy Time Warner Cable, Bright House Networks
BN 05/26 10:09 *CHTR: LIBERTY BROADBAND TO HAVE VOTING POWER ABOUT 25% AT CLOSE
BN 05/26 10:08 *ADVANCE/NEWHOUSE TO GRANT LIBERTY BROADBAND VOTING PROXY ONSHRS
BN 05/26 10:07 *ADVANCE/NEWHOUSE TO ALSO GET $2B IN CASH, GOVERNANCE RIGHTS
BN 05/26 10:07 *CHTR:ADVANCE/NEWHOUSE,LIBERTY BROADBAND TOGET PREEMPTIVE RIGHTS
BN 05/26 10:06 *CHARTER: ADVANCE/NEWHOUSE GRANTS LIBERTY PROXY ON MAX 7% SHRS
BN 05/26 10:06 *ADVANCE/NEWHOUSE SEEN OWNING 13%-14% OF NEW CHARTER
BN 05/26 10:06 *CHARTER: ADVANCE/NEWHOUSE GRANTS LIBERTY VOTING PROXY ON SHARES
BN 05/26 10:05 *CHARTER SAYS ADVANCE/NEWHOUSE, LIBERTY GET PREEMPTIVE RIGHTS
BN 05/26 10:05 *CHARTER SAYS ZINTERHOFER CONTINUE TO SERVE ON NEW CHARTER BOARD
BN 05/26 10:05 *CHARTER SAYS NEW HOLDER PACT WITH ADVANCE/NEWHOUSE, LIBERTY
BN 05/26 10:05 *ADVANCE/NEWHOUSE TO GET $2.5B OF CONV PFD PARTNERSHIP UNITS
BN 05/26 10:04 *ADVANCE/NEWHOUSE TO GET $5.9B OF EXCHANGEABLE PARTNERSHIP UNITS
BN 05/26 10:04 *CHARTER SAYS NEW CHARTER'S BOARD WILL CONSIST OF 13 DIRECTORS
BN 05/26 10:03 *CHARTER SAYS RUTLEDGE TO BE OFFERED CHAIRMAN POSITION
BN 05/26 10:03 *CHARTER SAYS LIBERTY BROADBAND TO NOMINATE 3 DIRECTORS
BN 05/26 10:03 *CHARTER: LIBERTY BROADBAND TO OWN 19-20% OF NEW CHARTER
BN 05/26 10:03 *CHARTER SAYS ADVANCE/NEWHOUSE TO NOMINATE 2 DIRECTORS TO BOARD
BN 05/26 10:03 *ADVANCE/NEWHOUSE SEEN OWNING 13% & 14% OF NEW CHARTER
BN 05/26 10:03 *LIBERTY TO BUY SHARES OF NEW CHARTER AT PRICE EQUAL TO $176.95
BN 05/26 10:02 *TWC HOLDERS EX-LIBERTY BROADBAND TO OWN 40%-44% OF NEW CHARTER
BN 05/26 10:02 *CHARTER SAYS CEO TOM RUTLEDGE GETS NEW 5-YR EMPLOYMENT PACT
BN 05/26 10:02 *CHARTER TO PAY ADVANCE/NEWHOUSE COMMON/CONV PFD UNITS, $2B CASH
BN 05/26 10:02 *LIBERTY BROADBAND AGREES TO BUY $4.3B NEW CHARTER SHRS
BFW 05/26 10:02 *CHARTER TO BUY BRIGHT HOUSE FOR $10.4B
BN 05/26 10:01 *CHARTER: LIBERTY BROADBAND AGREES TO BUY $4.3B SHRS AT $176.95
BN 05/26 10:01 *CHARTER TO BUY BRIGHT HOUSE FOR $10.4B
BN 05/26 10:01 *CHTR TO BUY BRIGHT HOUSE FOR $10.4B
BN 05/26 10:01 *TIME WARNER HOLDERS MAY ELECT TO GET $115 CASH, 0.4562 SHRS/SHR
BN 05/26 10:01 *CHTR WILL PROVIDE AN ELECTION OPTION FOR EACH TWC HOLDER
BFW 05/26 10:01 *CHARTER TO BUY TIME WARNER CABLE FOR $195.71/SHR
BN 05/26 10:01 *CHARTER WILL ALSO PROVIDE ELECTION OPTION FOR EACH TWC HOLDER
BN 05/26 10:01 *CHARTER TO MERGE WITH TIME WARNER CABLE, BUY BRIGHT HOUSE
BN 05/26 10:00 *CHARTER COMMUNICATIONS DEAL VALUES TWC ABOUT $195.71/SHR
BN 05/26 10:00 *CHARTER DEAL VALUES TIME WARNER CABLE SHRS AT $195.71
BN 05/26 10:00 *CHTR DEAL VALUED EACH TWC SHARE AT ABOUT $195.71 AT 5/20 CLOSE
BN 05/26 10:00 *CHARTER DEAL VALUES EACH TIME WARNER CABLE SHR AT $195.71/SHR
BN 05/26 10:00 *CHARTER TO DEAL VALUED EACH TWC SHARE AT ABOUT $195.71
BN 05/26 10:00 *CHARTER COMMUNICATIONS TO PAY $100 CASH, 0.5409 SHRS FOR TWC
BN 05/26 10:00 *CHARTER TO PROVIDE $100.00 CASH, SHRS OF NEW PUBLIC PARENT CO.
BN 05/26 10:00 *CHARTER COMMUNICATIONS SAYS DEAL VALUES TWC AT $78.7B
BN 05/26 10:00 *CHARTER TO PROVIDE $100 CASH/ 0.5409 SHRS
BN 05/26 10:00 *CHARTER COMMUNICATIONS TO BUY BRIGHT HOUSE NETWORKS
BN 05/26 10:00 *CHARTER COMMUNICATIONS TO & BUY BRIGHT HOUSE NETWORKS
BN 05/26 10:00 *CHARTER COMMUNICATIONS TO MERGE WITH TIME WARNER CABLE & BUY
BN 05/26 10:00 *CHARTER COMMUNICATIONS TO MERGE W/ TIME WARNER CABLE, BUY
BFW 05/26 10:08 CORRECT: Charter to Buy Time Warner Cable, Bright House Networks
BN 05/26 10:09 *CHTR: LIBERTY BROADBAND TO HAVE VOTING POWER ABOUT 25% AT CLOSE
BN 05/26 10:08 *ADVANCE/NEWHOUSE TO GRANT LIBERTY BROADBAND VOTING PROXY ONSHRS
BN 05/26 10:07 *ADVANCE/NEWHOUSE TO ALSO GET $2B IN CASH, GOVERNANCE RIGHTS
BN 05/26 10:07 *CHTR:ADVANCE/NEWHOUSE,LIBERTY BROADBAND TOGET PREEMPTIVE RIGHTS
BN 05/26 10:06 *CHARTER: ADVANCE/NEWHOUSE GRANTS LIBERTY PROXY ON MAX 7% SHRS
BN 05/26 10:06 *ADVANCE/NEWHOUSE SEEN OWNING 13%-14% OF NEW CHARTER
BN 05/26 10:06 *CHARTER: ADVANCE/NEWHOUSE GRANTS LIBERTY VOTING PROXY ON SHARES
BN 05/26 10:05 *CHARTER SAYS ADVANCE/NEWHOUSE, LIBERTY GET PREEMPTIVE RIGHTS
BN 05/26 10:05 *CHARTER SAYS ZINTERHOFER CONTINUE TO SERVE ON NEW CHARTER BOARD
BN 05/26 10:05 *CHARTER SAYS NEW HOLDER PACT WITH ADVANCE/NEWHOUSE, LIBERTY
BN 05/26 10:05 *ADVANCE/NEWHOUSE TO GET $2.5B OF CONV PFD PARTNERSHIP UNITS
BN 05/26 10:04 *ADVANCE/NEWHOUSE TO GET $5.9B OF EXCHANGEABLE PARTNERSHIP UNITS
BN 05/26 10:04 *CHARTER SAYS NEW CHARTER'S BOARD WILL CONSIST OF 13 DIRECTORS
BN 05/26 10:03 *CHARTER SAYS RUTLEDGE TO BE OFFERED CHAIRMAN POSITION
BN 05/26 10:03 *CHARTER SAYS LIBERTY BROADBAND TO NOMINATE 3 DIRECTORS
BN 05/26 10:03 *CHARTER: LIBERTY BROADBAND TO OWN 19-20% OF NEW CHARTER
BN 05/26 10:03 *CHARTER SAYS ADVANCE/NEWHOUSE TO NOMINATE 2 DIRECTORS TO BOARD
BN 05/26 10:03 *ADVANCE/NEWHOUSE SEEN OWNING 13% & 14% OF NEW CHARTER
BN 05/26 10:03 *LIBERTY TO BUY SHARES OF NEW CHARTER AT PRICE EQUAL TO $176.95
BN 05/26 10:02 *TWC HOLDERS EX-LIBERTY BROADBAND TO OWN 40%-44% OF NEW CHARTER
BN 05/26 10:02 *CHARTER SAYS CEO TOM RUTLEDGE GETS NEW 5-YR EMPLOYMENT PACT
BN 05/26 10:02 *CHARTER TO PAY ADVANCE/NEWHOUSE COMMON/CONV PFD UNITS, $2B CASH
BN 05/26 10:02 *LIBERTY BROADBAND AGREES TO BUY $4.3B NEW CHARTER SHRS
BFW 05/26 10:02 *CHARTER TO BUY BRIGHT HOUSE FOR $10.4B
BN 05/26 10:01 *CHARTER: LIBERTY BROADBAND AGREES TO BUY $4.3B SHRS AT $176.95
BN 05/26 10:01 *CHARTER TO BUY BRIGHT HOUSE FOR $10.4B
BN 05/26 10:01 *CHTR TO BUY BRIGHT HOUSE FOR $10.4B
BN 05/26 10:01 *TIME WARNER HOLDERS MAY ELECT TO GET $115 CASH, 0.4562 SHRS/SHR
BN 05/26 10:01 *CHTR WILL PROVIDE AN ELECTION OPTION FOR EACH TWC HOLDER
BFW 05/26 10:01 *CHARTER TO BUY TIME WARNER CABLE FOR $195.71/SHR
BN 05/26 10:01 *CHARTER WILL ALSO PROVIDE ELECTION OPTION FOR EACH TWC HOLDER
BN 05/26 10:01 *CHARTER TO MERGE WITH TIME WARNER CABLE, BUY BRIGHT HOUSE
BN 05/26 10:00 *CHARTER COMMUNICATIONS DEAL VALUES TWC ABOUT $195.71/SHR
BN 05/26 10:00 *CHARTER DEAL VALUES TIME WARNER CABLE SHRS AT $195.71
BN 05/26 10:00 *CHTR DEAL VALUED EACH TWC SHARE AT ABOUT $195.71 AT 5/20 CLOSE
BN 05/26 10:00 *CHARTER DEAL VALUES EACH TIME WARNER CABLE SHR AT $195.71/SHR
BN 05/26 10:00 *CHARTER TO DEAL VALUED EACH TWC SHARE AT ABOUT $195.71
BN 05/26 10:00 *CHARTER COMMUNICATIONS TO PAY $100 CASH, 0.5409 SHRS FOR TWC
BN 05/26 10:00 *CHARTER TO PROVIDE $100.00 CASH, SHRS OF NEW PUBLIC PARENT CO.
BN 05/26 10:00 *CHARTER COMMUNICATIONS SAYS DEAL VALUES TWC AT $78.7B
BN 05/26 10:00 *CHARTER TO PROVIDE $100 CASH/ 0.5409 SHRS
BN 05/26 10:00 *CHARTER COMMUNICATIONS TO BUY BRIGHT HOUSE NETWORKS
BN 05/26 10:00 *CHARTER COMMUNICATIONS TO & BUY BRIGHT HOUSE NETWORKS
BN 05/26 10:00 *CHARTER COMMUNICATIONS TO MERGE WITH TIME WARNER CABLE & BUY
BN 05/26 10:00 *CHARTER COMMUNICATIONS TO MERGE W/ TIME WARNER CABLE, BUY
Charter Communications to Merge with Time Warner Cable and Acquire Bright House Networks
2015-05-26 10:00:02.462 GMT
Charter Communications to Merge with Time Warner Cable and Acquire Bright
House Networks
PR Newswire
STAMFORD, Conn., NEW YORK and SYRACUSE, N.Y., May 26, 2015
STAMFORD, Conn., NEW YORK and SYRACUSE, N.Y., May 26, 2015 /PRNewswire/
-- Charter Communications, Inc. (Nasdaq: CHTR) (together with its subsidiaries
"Charter") and Time Warner Cable Inc. (NYSE: TWC) today announced that they
have entered into a definitive agreement for Charter to merge with Time Warner
Cable. The deal values Time Warner Cable at $78.7 billion. Charter will
provide $100.00 in cash and shares of a new public parent company ("New
Charter") equivalent to 0.5409 shares of CHTR for each Time Warner Cable share
outstanding. The deal values each Time Warner Cable share at approximately
$195.71 based on Charter's market closing price on May 20, or approximately
$200 based on Charter's 60-trading day volume weighted average price. In
addition, Charter will provide an election option for each Time Warner Cable
stockholder, other than Liberty Broadband Corporation ("Liberty Broadband") or
Liberty Interactive Corporation, who will receive all stock, to receive
$115.00 of cash and New Charter shares equivalent to 0.4562 shares of CHTR for
each Time Warner Cable share they own.
Charter Communications Logo.
In addition, Charter and Advance/Newhouse Partnership (a parent of Bright
House Networks, LLC) today announced that the two companies have amended the
agreement which the two parties signed and announced on March 31, 2015,
whereby Charter will acquire Bright House Networks ("Bright House") for $10.4
billion. That agreement, as amended, provides for Charter and Advance/Newhouse
to form a new partnership (the "Partnership") of which New Charter will own
between approximately 86% and 87% and of which Advance/Newhouse will own
between approximately 13% and 14%, depending on the Time Warner Cable
shareholders' cash election option described above. The consideration to be
paid to Advance/Newhouse by Charter will include common and convertible
preferred units in the Partnership, in addition to $2 billion in cash. The
common and convertible preferred partnership units will each be exchangeable
into shares of New Charter. The Charter-Advance/Newhouse transaction is
expected to close contemporaneously with the Charter-Time Warner Cable
transaction.
Charter also announced today that Liberty Broadband Corporation ("Liberty
Broadband") has agreed to purchase, upon closing of the Time Warner Cable
transaction, $4.3 billion of newly issued shares of New Charter at a price
equivalent to $176.95 per Charter share, which represents Charter's closing
price as of May 20, 2015. As previously-announced, Liberty Broadband will also
purchase, upon closing of the Charter-Advance/Newhouse transaction, $700
million of newly issued Charter shares at a price equivalent to $173.00 per
Charter share.
Following the close of both the Charter-Time Warner Cable and the
Charter-Advance/Newhouse transactions, and depending on the outcome of the
cash election feature offered in the Charter-Time Warner Cable transaction,
Time Warner Cable shareholders, excluding Liberty Broadband and its
affiliates, are expected to own between approximately 40% and 44%^1 of New
Charter, and Advance/Newhouse is expected to own between approximately 13% and
14% of New Charter. Liberty Broadband is expected to own between approximately
19% and 20% of New Charter.
The combination of Charter, Time Warner Cable and Bright House will create a
leading broadband services and technology company serving 23.9 million
customers in 41 states. The announced transactions will drive investment into
the combined entity's advanced broadband network, allow for wider deployment
of new competitive facilities based WiFi networks in public places, and the
footprint expansion of optical networks to serve the large marketplace of
small and medium sized businesses. This will result in faster broadband
speeds, better video products, including more high definition channels, more
affordable phone service and more competition, for consumers and businesses.
The scale of the new entity will also result in greater product innovation,
bringing new and advanced services to consumers and businesses, including
Charter's Spectrum Guide and World Box and other product innovations. And
Charter's commitment to superior products and outstanding customer service,
and its strategy of investing in insourcing and returning offshore jobs to
America, will not only benefit the combined companies' customers, but will
also enhance opportunities for employees of the new company.
"The teams at Charter, Time Warner Cable and Bright House Networks are filled
with the innovators of our industry. Representatives of each of these
companies have invented some of the most revolutionary communications products
ever created; innovations like video on demand, VOIP phone service, remote
storage DVR, cable TV through an app, downloadable security and the first
backward-compatible, cloud-based user interface. That spirit of innovation
will live on, and it will create real benefits and great long-term value for
the customers, shareholders and employees of all three companies," said Tom
Rutledge, President and CEO of Charter Communications. "With our larger reach,
we will be able to accelerate the deployment of faster Internet speeds,
state-of-the-art video experiences, and fully–featured voice products, at
highly competitive prices. In addition, we will drive greater competition
through further deployment of new competitive facilities-based WiFi networks
in public places, and the expansion of the facilities footprint of optical
networks to serve the large, small and medium sized business services
marketplace. New Charter will capitalize on technology to create and maintain
a more effective and efficient service model. 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."
"With today's announcement, we have delivered on our commitment to maximizing
shareholder value," said Robert D. Marcus, Chairman and CEO of Time Warner
Cable. "This agreement recognizes the unique value of Time Warner Cable, and
brings together three great companies that share a common philosophy of strong
operations, great products, robust network investment and putting customers
first. This combination will only accelerate the great operating momentum
we've seen over the last year and provide enormous opportunities for our
55,000 dedicated employees. We remain wholly committed to bringing the very
best experience to our residential and business customers coast to coast."
"Today's announcement is good news for customers and potential customers, as
well as our employees, since we will be in a stronger position to deliver
competitive services, invest in advanced technology, and develop innovative
products that will compete with global and national brands," said Steve Miron,
Chief Executive Officer of Bright House Networks. "In addition, I am very
pleased that Tom Rutledge will be the CEO of the new company. Tom recognizes
the importance of placing a high priority focus on customer care drawing from
the expertise of all three companies, and I believe this will be a strong
pillar of the new company's culture."
New Charter will be led by Tom Rutledge, who will serve as President and CEO.
Additionally, Mr. Rutledge will be offered a new five-year employment
agreement. At the close of the transactions, New Charter's Board of Directors
will consist of 13 directors including Mr. Rutledge, who will be offered the
position of Chairman. The remaining 12 directors will include seven
independent directors nominated by the independent directors serving on
Charter's Board of Directors, two directors designated by Advance/Newhouse,
and three directors designated by Liberty Broadband. Charter's current
Chairman since 2009, Eric Zinterhofer, will continue to serve on New Charter's
Board.
Pursuant to the agreement between Charter and Advance/Newhouse, Charter and
Advance/Newhouse will form the Partnership utilizing an existing subsidiary of
Charter Communications Holding Company, LLC, a subsidiary of Charter. New
Charter, which will include Time Warner Cable, will contribute substantially
all of its assets into the Partnership, and Advance/Newhouse will contribute
all of Bright House's assets into the Partnership. In exchange for its
contribution, Advance/Newhouse will receive $5.9 billion of exchangeable
common partnership units, and $2.5 billion of convertible preferred
partnership units which will pay a 6% coupon. The common and convertible
preferred partnership units will each be exchangeable into New Charter Class A
common stock, with 34.3 million common units priced at $173.00 (the "Reference
Price") per share, as previously announced. The 10.3 million preferred
partnership units will be convertible at $242.19, a 40% premium to the
Reference Price. Advance/Newhouse will also receive $2 billion in cash and
will receive governance rights reflecting its economic ownership in the
partnership through a new class of shares at New Charter.
Upon closing of the Charter-Advance/Newhouse transaction, a new shareholder's
agreement (the "Shareholder's Agreement") with Advance/Newhouse and Liberty
Broadband will become effective. Under the new agreement, Advance/Newhouse and
Liberty Broadband will be granted preemptive rights, allowing each to maintain
their pro rata ownership in New Charter. The Shareholder's Agreement also
provides for voting caps and required participation in buybacks at specified
acquisition caps, and stipulates transfer restrictions among other shareholder
governance matters. In connection with the Charter-Advance/Newhouse
transaction as amended, Advance/Newhouse has agreed to grant Liberty Broadband
a voting proxy on its shares, capped at 7%, for the five years following the
close of the transaction, such that Liberty Broadband would have total voting
power of approximately 25% at closing. The proxy excludes votes on certain
matters.
The Charter-Time Warner Cable transaction is subject to approval by both
Charter and Time Warner Cable shareholders, regulatory review, and other
customary conditions. The Charter-Advance/Newhouse transaction is subject to
several conditions, including the completion of the Time Warner Cable
acquisition (subject to certain exceptions if Time Warner Cable enters into
another sale transaction) and a separate vote on the Liberty transactions, and
regulatory approval. The three companies expect to close the announced
transactions by the end of 2015.
Goldman Sachs and LionTree Advisors are serving as lead financial advisors to
Charter in connection with the Time Warner Cable transaction. Guggenheim
Securities is also a financial advisor to Charter. BofA Merrill Lynch and
Credit Suisse are also financial advisors to Charter, and together with
Goldman Sachs and UBS Investment Bank, are leading the financing for the
transaction. The law firms Wachtell, Lipton, Rosen & Katz is counsel to
Charter and Kirkland & Ellis LLP is representing Charter as financing counsel.
Goldman Sachs and LionTree Advisors are serving as financial advisors to
Charter in connection with the Bright House transaction. Wachtell, Lipton,
Rosen & Katz is acting as counsel to Charter and Kirkland & Ellis LLP is
advising Charter on financing.
Morgan Stanley, Allen & Company, Citigroup and Centerview Partners are
financial advisors to Time Warner Cable and its Board of Directors, and Paul,
Weiss, Rifkind, Wharton & Garrison LLP, Latham & Watkins LLP and Skadden,
Arps, Slate, Meagher & Flom LLP are legal advisors.
UBS Investment Bank is serving as exclusive financial advisor to
Advance/Newhouse Partnership and Bright House Networks LLC, and Sabin, Bermant
& Gould LLP and Sullivan & Cromwell LLP are acting as legal advisors.
Teleconference and Webcast for Financial Community
Charter and Time Warner Cable will host a conference call on Tuesday, May 26,
2015 at 8:00 a.m. Eastern Time (ET) related to the contents of this release.
The conference call will be webcast live via Charter's website at
ir.charter.com and Time Warner Cable's website at twc.com/investors.
Those participating via telephone should dial 866-919-0894 no later than 10
minutes prior to the call. International participants should dial
706-679-9379. The conference ID code for the call is 54712821. A replay of the
call will be available at 855-859-2056 or 404-537-3406 beginning two hours
after the completion of the call through the end of business on June 26, 2015.
The conference ID code for the replay is 54712821.
^1 Legacy Time Warner Cable shareholder stake in New Charter excludes Liberty
Broadband Corporation's current share ownership in Time Warner Cable.
About Charter
Charter (NASDAQ: CHTR) is a leading broadband communications company and the
fourth-largest cable operator in the United States. Charter provides a full
range of advanced broadband services, including advanced Charter Spectrum TV®
video entertainment programming, Charter Spectrum Internet® access, and
Charter Spectrum Voice®. Spectrum Business similarly provides scalable,
tailored, and cost-effective broadband communications solutions to business
organizations, such as business-to-business Internet access, data networking,
business telephone, video and music entertainment services, and wireless
backhaul. Charter's advertising sales and production services are sold under
the Charter Media® brand. More information about Charter can be found at
charter.com.
About Time Warner Cable
Time Warner Cable Inc. (NYSE: TWC) is among the largest providers of video,
high-speed data and voice services in the United States, connecting 15 million
customers to entertainment, information and each other. Time Warner Cable
Business Class offers data, video and voice services to businesses of all
sizes, cell tower backhaul services to wireless carriers and enterprise-class,
cloud-enabled hosting, managed applications and services. Time Warner Cable
Media, the advertising sales arm of Time Warner Cable, offers national,
regional and local companies innovative advertising solutions. More
information about the services of Time Warner Cable is available at
www.twc.com, www.twcbc.com and www.twcmedia.com.
About Bright House Networks
Bright House Networks is the sixth largest owner and operator of cable systems
in the U.S. and the second largest in Florida, with technologically advanced
systems located in five states including Florida, Alabama, Indiana, Michigan
and California and two of the top 20 DMAs. Bright House Networks serves
approximately 2.5 million customers who subscribe to one or more of its video,
high-speed data, home security and automation and voice services. Bright House
Networks Business Solutions offers a strong portfolio of video, voice, data,
and cloud-based solutions to the small and medium business segments. In
addition, Bright House Networks Enterprise Solutions provides advanced,
fiber-based telecommunication services to key industry verticals in the
mid-market and carrier segments, including cloud-based hosted voice, managed
security, and cell backhaul to wireless carriers. The company is Cisco® Master
Service Provider-certified under the Cisco Cloud and Managed Service Program,
the first cable operator in the United States to achieve this designation.
Bright House Networks also owns and operates exclusive, award-winning, local
news and sports channels in its Florida markets. For more information about
Bright House Networks, or our products and services, visit brighthouse.com.
Important Information For Investors And Shareholders
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval. In
connection with the transactions referred to in this material, Charter
Communications, Inc. ("Charter"), expects to file a registration statement on
Form S-4 with the Securities and Exchange Commission ("SEC") containing a
preliminary joint proxy statement of Charter and Time Warner Cable, Inc.
("Time Warner Cable") that also constitutes a preliminary prospectus of
Charter. After the registration statement is declared effective Charter and
Time Warner Cable will mail a definitive proxy statement/prospectus to
stockholders of Charter and stockholders of Time Warner Cable. This material
is not a substitute for the joint proxy statement/prospectus or registration
statement or for any other document that Charter or Time Warner Cable may file
with the SEC and send to Charter's and/or Time Warner Cable's stockholders in
connection with the proposed transactions. INVESTORS AND SECURITY HOLDERS OF
CHARTER AND TIME WARNER CABLE ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS
AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders will be able to obtain free copies of the proxy
statement/prospectus (when available) and other documents filed with the SEC
by Charter or Time Warner Cable through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by Charter will
be available free of charge on Charter's website at charter.com, in the
"Investor and News Center" near the bottom of the page, or by contacting
Charter's Investor Relations Department at 203-905-7955. Copies of the
documents filed with the SEC by Time Warner Cable will be available free of
charge on Time Warner Cable's website at http://ir.timewarnercable.com or by
contacting Time Warner Cable's Investor Relations Department at 877-446-3689.
Charter and Time Warner Cable and their respective directors and certain of
their respective executive officers may be considered participants in the
solicitation of proxies with respect to the proposed transactions under the
rules of the SEC. Information about the directors and executive officers of
Charter is set forth in its Annual Report on Form 10-K for the year ended
December 31, 2014, which was filed with the SEC on February 24, 2015, and its
proxy statement for its 2015 annual meeting of stockholders, which was filed
with the SEC on March 18, 2015. Information about the directors and executive
officers of Time Warner Cable is set forth in its Annual Report on Form 10-K
for the year ended December 31, 2014, which was filed with the SEC on February
13, 2015, as amended April 27, 2015 and its proxy statement for its 2015
annual meeting of stockholders, which was filed with the SEC on May 18,
2015.These documents can be obtained free of charge from the sources indicated
above. Additional information regarding the participants in the proxy
solicitations and a description of their direct and indirect interests, by
security holdings or otherwise, will also be included in any proxy statement
and other relevant materials to be filed with the SEC when they become
available.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this communication regarding the proposed transaction
between Charter and Time Warner Cable and the proposed transaction between
Bright House and Charter, including any statements regarding the expected
timetable for completing the transaction, benefits and synergies of the
transaction, future opportunities for the respective companies and products,
and any other statements regarding Charter's, Time Warner Cable's and Bright
House's future expectations, beliefs, plans, objectives, financial conditions,
assumptions or future events or performance that are not historical facts are
"forward-looking" statements made within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. These statements are often, but not always, made
through the use of words or phrases such as "believe," "expect," "anticipate,"
"should," "planned," "will," "may," "intend," "estimated," "aim," "on track,"
"target," "opportunity," "tentative," "positioning," "designed," "create,"
"predict," "project," "seek," "would," "could", "potential," "continue,"
"ongoing," "upside," "increases," and "potential," and similar expressions.
All such forward-looking statements involve estimates and assumptions that are
subject to risks, uncertainties and other factors that could cause actual
results to differ materially from the results expressed in the statements.
Among the key factors that could cause actual results to differ materially
from those projected in the forward-looking statements are the following: the
timing to consummate the proposed transactions; the risk that a condition to
closing the proposed transactions may not be satisfied; the risk that a
regulatory approval that may be required for the proposed transactions is not
obtained or is obtained subject to conditions that are not anticipated;
Charter's ability to achieve the synergies and value creation contemplated by
the proposed transactions; Charter's ability to promptly, efficiently and
effectively integrate acquired operations into its own operations; and the
diversion of management time on transaction-related issues. Additional
information concerning these and other factors can be found in Charter's and
Time Warner Cable's respective filings with the SEC, including Charter's and
Time Warner Cable's most recent Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K. Charter and Time Warner Cable
assume no obligation to update any forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking statements that
speak only as of the date hereof.
Logo - http://photos.prnewswire.com/prnh/20110526/AQ10195LOGO
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/charter-communications-to-merge-with-time-warner-cable-and-acquire-bright-house-networks-300088457.html
SOURCE Charter Communications, Inc.
Website: http://www.charter.com
Contact: Charter: Media: Justin Venech, 203-905-7818; Analysts: Stefan
Anninger, 203-905-7955; Time Warner Cable: Media: Susan Leepson, 212-364-8281;
Analysts: Tom Robey, 212-364-8218; Bright House Networks: Media: Kimberly
Maki, 407-210-3177
-0- May/26/2015 10:00 GMT
2015-05-26 10:00:02.462 GMT
Charter Communications to Merge with Time Warner Cable and Acquire Bright
House Networks
PR Newswire
STAMFORD, Conn., NEW YORK and SYRACUSE, N.Y., May 26, 2015
STAMFORD, Conn., NEW YORK and SYRACUSE, N.Y., May 26, 2015 /PRNewswire/
-- Charter Communications, Inc. (Nasdaq: CHTR) (together with its subsidiaries
"Charter") and Time Warner Cable Inc. (NYSE: TWC) today announced that they
have entered into a definitive agreement for Charter to merge with Time Warner
Cable. The deal values Time Warner Cable at $78.7 billion. Charter will
provide $100.00 in cash and shares of a new public parent company ("New
Charter") equivalent to 0.5409 shares of CHTR for each Time Warner Cable share
outstanding. The deal values each Time Warner Cable share at approximately
$195.71 based on Charter's market closing price on May 20, or approximately
$200 based on Charter's 60-trading day volume weighted average price. In
addition, Charter will provide an election option for each Time Warner Cable
stockholder, other than Liberty Broadband Corporation ("Liberty Broadband") or
Liberty Interactive Corporation, who will receive all stock, to receive
$115.00 of cash and New Charter shares equivalent to 0.4562 shares of CHTR for
each Time Warner Cable share they own.
Charter Communications Logo.
In addition, Charter and Advance/Newhouse Partnership (a parent of Bright
House Networks, LLC) today announced that the two companies have amended the
agreement which the two parties signed and announced on March 31, 2015,
whereby Charter will acquire Bright House Networks ("Bright House") for $10.4
billion. That agreement, as amended, provides for Charter and Advance/Newhouse
to form a new partnership (the "Partnership") of which New Charter will own
between approximately 86% and 87% and of which Advance/Newhouse will own
between approximately 13% and 14%, depending on the Time Warner Cable
shareholders' cash election option described above. The consideration to be
paid to Advance/Newhouse by Charter will include common and convertible
preferred units in the Partnership, in addition to $2 billion in cash. The
common and convertible preferred partnership units will each be exchangeable
into shares of New Charter. The Charter-Advance/Newhouse transaction is
expected to close contemporaneously with the Charter-Time Warner Cable
transaction.
Charter also announced today that Liberty Broadband Corporation ("Liberty
Broadband") has agreed to purchase, upon closing of the Time Warner Cable
transaction, $4.3 billion of newly issued shares of New Charter at a price
equivalent to $176.95 per Charter share, which represents Charter's closing
price as of May 20, 2015. As previously-announced, Liberty Broadband will also
purchase, upon closing of the Charter-Advance/Newhouse transaction, $700
million of newly issued Charter shares at a price equivalent to $173.00 per
Charter share.
Following the close of both the Charter-Time Warner Cable and the
Charter-Advance/Newhouse transactions, and depending on the outcome of the
cash election feature offered in the Charter-Time Warner Cable transaction,
Time Warner Cable shareholders, excluding Liberty Broadband and its
affiliates, are expected to own between approximately 40% and 44%^1 of New
Charter, and Advance/Newhouse is expected to own between approximately 13% and
14% of New Charter. Liberty Broadband is expected to own between approximately
19% and 20% of New Charter.
The combination of Charter, Time Warner Cable and Bright House will create a
leading broadband services and technology company serving 23.9 million
customers in 41 states. The announced transactions will drive investment into
the combined entity's advanced broadband network, allow for wider deployment
of new competitive facilities based WiFi networks in public places, and the
footprint expansion of optical networks to serve the large marketplace of
small and medium sized businesses. This will result in faster broadband
speeds, better video products, including more high definition channels, more
affordable phone service and more competition, for consumers and businesses.
The scale of the new entity will also result in greater product innovation,
bringing new and advanced services to consumers and businesses, including
Charter's Spectrum Guide and World Box and other product innovations. And
Charter's commitment to superior products and outstanding customer service,
and its strategy of investing in insourcing and returning offshore jobs to
America, will not only benefit the combined companies' customers, but will
also enhance opportunities for employees of the new company.
"The teams at Charter, Time Warner Cable and Bright House Networks are filled
with the innovators of our industry. Representatives of each of these
companies have invented some of the most revolutionary communications products
ever created; innovations like video on demand, VOIP phone service, remote
storage DVR, cable TV through an app, downloadable security and the first
backward-compatible, cloud-based user interface. That spirit of innovation
will live on, and it will create real benefits and great long-term value for
the customers, shareholders and employees of all three companies," said Tom
Rutledge, President and CEO of Charter Communications. "With our larger reach,
we will be able to accelerate the deployment of faster Internet speeds,
state-of-the-art video experiences, and fully–featured voice products, at
highly competitive prices. In addition, we will drive greater competition
through further deployment of new competitive facilities-based WiFi networks
in public places, and the expansion of the facilities footprint of optical
networks to serve the large, small and medium sized business services
marketplace. New Charter will capitalize on technology to create and maintain
a more effective and efficient service model. 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."
"With today's announcement, we have delivered on our commitment to maximizing
shareholder value," said Robert D. Marcus, Chairman and CEO of Time Warner
Cable. "This agreement recognizes the unique value of Time Warner Cable, and
brings together three great companies that share a common philosophy of strong
operations, great products, robust network investment and putting customers
first. This combination will only accelerate the great operating momentum
we've seen over the last year and provide enormous opportunities for our
55,000 dedicated employees. We remain wholly committed to bringing the very
best experience to our residential and business customers coast to coast."
"Today's announcement is good news for customers and potential customers, as
well as our employees, since we will be in a stronger position to deliver
competitive services, invest in advanced technology, and develop innovative
products that will compete with global and national brands," said Steve Miron,
Chief Executive Officer of Bright House Networks. "In addition, I am very
pleased that Tom Rutledge will be the CEO of the new company. Tom recognizes
the importance of placing a high priority focus on customer care drawing from
the expertise of all three companies, and I believe this will be a strong
pillar of the new company's culture."
New Charter will be led by Tom Rutledge, who will serve as President and CEO.
Additionally, Mr. Rutledge will be offered a new five-year employment
agreement. At the close of the transactions, New Charter's Board of Directors
will consist of 13 directors including Mr. Rutledge, who will be offered the
position of Chairman. The remaining 12 directors will include seven
independent directors nominated by the independent directors serving on
Charter's Board of Directors, two directors designated by Advance/Newhouse,
and three directors designated by Liberty Broadband. Charter's current
Chairman since 2009, Eric Zinterhofer, will continue to serve on New Charter's
Board.
Pursuant to the agreement between Charter and Advance/Newhouse, Charter and
Advance/Newhouse will form the Partnership utilizing an existing subsidiary of
Charter Communications Holding Company, LLC, a subsidiary of Charter. New
Charter, which will include Time Warner Cable, will contribute substantially
all of its assets into the Partnership, and Advance/Newhouse will contribute
all of Bright House's assets into the Partnership. In exchange for its
contribution, Advance/Newhouse will receive $5.9 billion of exchangeable
common partnership units, and $2.5 billion of convertible preferred
partnership units which will pay a 6% coupon. The common and convertible
preferred partnership units will each be exchangeable into New Charter Class A
common stock, with 34.3 million common units priced at $173.00 (the "Reference
Price") per share, as previously announced. The 10.3 million preferred
partnership units will be convertible at $242.19, a 40% premium to the
Reference Price. Advance/Newhouse will also receive $2 billion in cash and
will receive governance rights reflecting its economic ownership in the
partnership through a new class of shares at New Charter.
Upon closing of the Charter-Advance/Newhouse transaction, a new shareholder's
agreement (the "Shareholder's Agreement") with Advance/Newhouse and Liberty
Broadband will become effective. Under the new agreement, Advance/Newhouse and
Liberty Broadband will be granted preemptive rights, allowing each to maintain
their pro rata ownership in New Charter. The Shareholder's Agreement also
provides for voting caps and required participation in buybacks at specified
acquisition caps, and stipulates transfer restrictions among other shareholder
governance matters. In connection with the Charter-Advance/Newhouse
transaction as amended, Advance/Newhouse has agreed to grant Liberty Broadband
a voting proxy on its shares, capped at 7%, for the five years following the
close of the transaction, such that Liberty Broadband would have total voting
power of approximately 25% at closing. The proxy excludes votes on certain
matters.
The Charter-Time Warner Cable transaction is subject to approval by both
Charter and Time Warner Cable shareholders, regulatory review, and other
customary conditions. The Charter-Advance/Newhouse transaction is subject to
several conditions, including the completion of the Time Warner Cable
acquisition (subject to certain exceptions if Time Warner Cable enters into
another sale transaction) and a separate vote on the Liberty transactions, and
regulatory approval. The three companies expect to close the announced
transactions by the end of 2015.
Goldman Sachs and LionTree Advisors are serving as lead financial advisors to
Charter in connection with the Time Warner Cable transaction. Guggenheim
Securities is also a financial advisor to Charter. BofA Merrill Lynch and
Credit Suisse are also financial advisors to Charter, and together with
Goldman Sachs and UBS Investment Bank, are leading the financing for the
transaction. The law firms Wachtell, Lipton, Rosen & Katz is counsel to
Charter and Kirkland & Ellis LLP is representing Charter as financing counsel.
Goldman Sachs and LionTree Advisors are serving as financial advisors to
Charter in connection with the Bright House transaction. Wachtell, Lipton,
Rosen & Katz is acting as counsel to Charter and Kirkland & Ellis LLP is
advising Charter on financing.
Morgan Stanley, Allen & Company, Citigroup and Centerview Partners are
financial advisors to Time Warner Cable and its Board of Directors, and Paul,
Weiss, Rifkind, Wharton & Garrison LLP, Latham & Watkins LLP and Skadden,
Arps, Slate, Meagher & Flom LLP are legal advisors.
UBS Investment Bank is serving as exclusive financial advisor to
Advance/Newhouse Partnership and Bright House Networks LLC, and Sabin, Bermant
& Gould LLP and Sullivan & Cromwell LLP are acting as legal advisors.
Teleconference and Webcast for Financial Community
Charter and Time Warner Cable will host a conference call on Tuesday, May 26,
2015 at 8:00 a.m. Eastern Time (ET) related to the contents of this release.
The conference call will be webcast live via Charter's website at
ir.charter.com and Time Warner Cable's website at twc.com/investors.
Those participating via telephone should dial 866-919-0894 no later than 10
minutes prior to the call. International participants should dial
706-679-9379. The conference ID code for the call is 54712821. A replay of the
call will be available at 855-859-2056 or 404-537-3406 beginning two hours
after the completion of the call through the end of business on June 26, 2015.
The conference ID code for the replay is 54712821.
^1 Legacy Time Warner Cable shareholder stake in New Charter excludes Liberty
Broadband Corporation's current share ownership in Time Warner Cable.
About Charter
Charter (NASDAQ: CHTR) is a leading broadband communications company and the
fourth-largest cable operator in the United States. Charter provides a full
range of advanced broadband services, including advanced Charter Spectrum TV®
video entertainment programming, Charter Spectrum Internet® access, and
Charter Spectrum Voice®. Spectrum Business similarly provides scalable,
tailored, and cost-effective broadband communications solutions to business
organizations, such as business-to-business Internet access, data networking,
business telephone, video and music entertainment services, and wireless
backhaul. Charter's advertising sales and production services are sold under
the Charter Media® brand. More information about Charter can be found at
charter.com.
About Time Warner Cable
Time Warner Cable Inc. (NYSE: TWC) is among the largest providers of video,
high-speed data and voice services in the United States, connecting 15 million
customers to entertainment, information and each other. Time Warner Cable
Business Class offers data, video and voice services to businesses of all
sizes, cell tower backhaul services to wireless carriers and enterprise-class,
cloud-enabled hosting, managed applications and services. Time Warner Cable
Media, the advertising sales arm of Time Warner Cable, offers national,
regional and local companies innovative advertising solutions. More
information about the services of Time Warner Cable is available at
www.twc.com, www.twcbc.com and www.twcmedia.com.
About Bright House Networks
Bright House Networks is the sixth largest owner and operator of cable systems
in the U.S. and the second largest in Florida, with technologically advanced
systems located in five states including Florida, Alabama, Indiana, Michigan
and California and two of the top 20 DMAs. Bright House Networks serves
approximately 2.5 million customers who subscribe to one or more of its video,
high-speed data, home security and automation and voice services. Bright House
Networks Business Solutions offers a strong portfolio of video, voice, data,
and cloud-based solutions to the small and medium business segments. In
addition, Bright House Networks Enterprise Solutions provides advanced,
fiber-based telecommunication services to key industry verticals in the
mid-market and carrier segments, including cloud-based hosted voice, managed
security, and cell backhaul to wireless carriers. The company is Cisco® Master
Service Provider-certified under the Cisco Cloud and Managed Service Program,
the first cable operator in the United States to achieve this designation.
Bright House Networks also owns and operates exclusive, award-winning, local
news and sports channels in its Florida markets. For more information about
Bright House Networks, or our products and services, visit brighthouse.com.
Important Information For Investors And Shareholders
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval. In
connection with the transactions referred to in this material, Charter
Communications, Inc. ("Charter"), expects to file a registration statement on
Form S-4 with the Securities and Exchange Commission ("SEC") containing a
preliminary joint proxy statement of Charter and Time Warner Cable, Inc.
("Time Warner Cable") that also constitutes a preliminary prospectus of
Charter. After the registration statement is declared effective Charter and
Time Warner Cable will mail a definitive proxy statement/prospectus to
stockholders of Charter and stockholders of Time Warner Cable. This material
is not a substitute for the joint proxy statement/prospectus or registration
statement or for any other document that Charter or Time Warner Cable may file
with the SEC and send to Charter's and/or Time Warner Cable's stockholders in
connection with the proposed transactions. INVESTORS AND SECURITY HOLDERS OF
CHARTER AND TIME WARNER CABLE ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS
AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders will be able to obtain free copies of the proxy
statement/prospectus (when available) and other documents filed with the SEC
by Charter or Time Warner Cable through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by Charter will
be available free of charge on Charter's website at charter.com, in the
"Investor and News Center" near the bottom of the page, or by contacting
Charter's Investor Relations Department at 203-905-7955. Copies of the
documents filed with the SEC by Time Warner Cable will be available free of
charge on Time Warner Cable's website at http://ir.timewarnercable.com or by
contacting Time Warner Cable's Investor Relations Department at 877-446-3689.
Charter and Time Warner Cable and their respective directors and certain of
their respective executive officers may be considered participants in the
solicitation of proxies with respect to the proposed transactions under the
rules of the SEC. Information about the directors and executive officers of
Charter is set forth in its Annual Report on Form 10-K for the year ended
December 31, 2014, which was filed with the SEC on February 24, 2015, and its
proxy statement for its 2015 annual meeting of stockholders, which was filed
with the SEC on March 18, 2015. Information about the directors and executive
officers of Time Warner Cable is set forth in its Annual Report on Form 10-K
for the year ended December 31, 2014, which was filed with the SEC on February
13, 2015, as amended April 27, 2015 and its proxy statement for its 2015
annual meeting of stockholders, which was filed with the SEC on May 18,
2015.These documents can be obtained free of charge from the sources indicated
above. Additional information regarding the participants in the proxy
solicitations and a description of their direct and indirect interests, by
security holdings or otherwise, will also be included in any proxy statement
and other relevant materials to be filed with the SEC when they become
available.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this communication regarding the proposed transaction
between Charter and Time Warner Cable and the proposed transaction between
Bright House and Charter, including any statements regarding the expected
timetable for completing the transaction, benefits and synergies of the
transaction, future opportunities for the respective companies and products,
and any other statements regarding Charter's, Time Warner Cable's and Bright
House's future expectations, beliefs, plans, objectives, financial conditions,
assumptions or future events or performance that are not historical facts are
"forward-looking" statements made within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. These statements are often, but not always, made
through the use of words or phrases such as "believe," "expect," "anticipate,"
"should," "planned," "will," "may," "intend," "estimated," "aim," "on track,"
"target," "opportunity," "tentative," "positioning," "designed," "create,"
"predict," "project," "seek," "would," "could", "potential," "continue,"
"ongoing," "upside," "increases," and "potential," and similar expressions.
All such forward-looking statements involve estimates and assumptions that are
subject to risks, uncertainties and other factors that could cause actual
results to differ materially from the results expressed in the statements.
Among the key factors that could cause actual results to differ materially
from those projected in the forward-looking statements are the following: the
timing to consummate the proposed transactions; the risk that a condition to
closing the proposed transactions may not be satisfied; the risk that a
regulatory approval that may be required for the proposed transactions is not
obtained or is obtained subject to conditions that are not anticipated;
Charter's ability to achieve the synergies and value creation contemplated by
the proposed transactions; Charter's ability to promptly, efficiently and
effectively integrate acquired operations into its own operations; and the
diversion of management time on transaction-related issues. Additional
information concerning these and other factors can be found in Charter's and
Time Warner Cable's respective filings with the SEC, including Charter's and
Time Warner Cable's most recent Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K. Charter and Time Warner Cable
assume no obligation to update any forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking statements that
speak only as of the date hereof.
Logo - http://photos.prnewswire.com/prnh/20110526/AQ10195LOGO
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/charter-communications-to-merge-with-time-warner-cable-and-acquire-bright-house-networks-300088457.html
SOURCE Charter Communications, Inc.
Website: http://www.charter.com
Contact: Charter: Media: Justin Venech, 203-905-7818; Analysts: Stefan
Anninger, 203-905-7955; Time Warner Cable: Media: Susan Leepson, 212-364-8281;
Analysts: Tom Robey, 212-364-8218; Bright House Networks: Media: Kimberly
Maki, 407-210-3177
-0- May/26/2015 10:00 GMT
BN 05/26 07:46 *ALCATEL MANDATES BANK TO SELL SUBMARINE NETWORKS, ECHOS SAYS
Alcatel Mandates Bank to Sell Submarine Networks, Echos Says
2015-05-26 07:49:00.366 GMT
By David Whitehouse
(Bloomberg) -- Alcatel has mandated a bank for the planned
sale of its submarine networks unit, according to
Capitalfinance, a financial newsletter published by Les Echos.
The source of the information isn’t given.
Link to Company News:{ALU FP <Equity> CN <GO>}
For Related News and Information:
First Word scrolling panel: {FIRST<GO>}
First Word newswire: {NH BFW<GO>}
To contact the editor responsible for this story:
David Whitehouse at +33-1-5365-5059 or
dwhitehouse1@bloomberg.net
2015-05-26 07:49:00.366 GMT
By David Whitehouse
(Bloomberg) -- Alcatel has mandated a bank for the planned
sale of its submarine networks unit, according to
Capitalfinance, a financial newsletter published by Les Echos.
The source of the information isn’t given.
Link to Company News:{ALU FP <Equity> CN <GO>}
For Related News and Information:
First Word scrolling panel: {FIRST<GO>}
First Word newswire: {NH BFW<GO>}
To contact the editor responsible for this story:
David Whitehouse at +33-1-5365-5059 or
dwhitehouse1@bloomberg.net
* Paradigm shift over next decade
The auto industry’s need to embrace technological change is more urgent now than ever before
* Innovations are accelerating, opening up opportunities – and challenges – for automakers:
Cars that lack steering wheels, brake when they sense a person or object, emit only water when on the move, or use advanced materials like carbon fiber reinforced polymer – these are just some of the innovations that will be commonplace by 2025.
* We will explore all these developments and their implications in this new series of reports, Cars 2025.
In this inaugural report, we identify four key themes we expect to define the car of the future (Green, Safe, Convenient and Affordable) and seven megatrends that we believe will transform the industry over the next decade. Our intent is to create an outline for examining the future of mobility in upcoming reports.
Seven megatrends
1. Endless powertrain advancement: Electrified vehicles will become 25% of global car sales by 2025.
2. Autos on a severe diet: A 50kg drop in vehicle weight cuts CO2 emission volume by 1g per km. New materials to reduce car weights.
3. Autonomous driving on horizon: Google wants to realize Level 4 automation by 2017. Autonomous driving could change society.
4. Power shift to mega suppliers: Meeting CO2 regulations will cost automakers US$2,500 per vehicle. We expect the presence of mega suppliers to expand.
5. New entrants afoot: The appearance of autonomous driving and EV is removing auto business entry barriers.
6. Connected cars and shared mobility: Networked cars changing business models for industries from insurers to rental fleets.
7. Shift to emerging markets: Motorization in emerging markets continues unabated. By 2025, we expect China to have 35 mn vehicles and India7.4 mn vehicles.
US Market Closed yesterday for Memorial Day
China markets are building on impressive gains from the overnight session that took Shanghai Composite up by over 3% to fresh 7-year highs. Shanghai Composite was up nearly 1% late in the morning session, as Premier Li stated the economy is on track to achieve around 7% GDP target for 2015, with April and May data showing continued momentum. Broker names also remained strong despite some cautious sentiment in the press. An FT report noted that more than half of $9.5B in equity raised by brokers in Hong Kong will be used to finance more margin loans. Separately, a CSRC exec warned that brokerages need to strengthen management of higher-risk margin trading business. Hong Kong was still bid higher, with a local press report speculating the ) Shanghai-Hong Kong stock connect overall quota may be abolished.Australia's Fortescue Metals - the country's third largest iron ore producer - spiked up by over 10% on local press reports that China's Citic Group and Baosteel filed with the foreign investment authority to take a stake in the company
EUR/USD was once again in focus among USD majors, falling about 50pips to fresh 4-week lows below 1.0930. IMF chief economist Blanchard remarked the budget reforms proposed by Greece are not sufficient to achieve a budget surplus this year, and more "credible measures are needed to transform this into a surplus and maintain a surplus in the future..." Overnight, Greek govt spokesperson announced Athens is still seeking to have an agreement with creditors by end of May or early June period, and that the govt will attempt to make payments on loans as long as it can.
Nikkei +0.23% Hang Seng +1.23% Shanghai +1.24%
Eur$ 1.0935 JPY 121.88 GBP 1.5450 EURCHF 1.0358 RUB 50.03 CHF 0.9473
S&P -0.20% EuroStoxx -0.49% Dax-0.26% SMI-0.12%
Macro :
- Greece Has Not Much Time Left, ESM Head Klaus Regling Says: Bild
Keep an eye on :
- AERL LN : Irish Govt IAG/Aer Lingus Decision May Come Today: Independent
- AIR FP : Airbus DS France’s Auque Sees First Ariane 6 Flight 2020: Figaro
- ALO FP : Alstom Is in Talks to Raise Transmashholding Stake: Echos
- ALU FP : Alcatel Still Paying for 2002-2010 Errors, Combes Tells Figaro
- ALT NA : Altice seeks financing for Time Warner Cable bid: sources http://reut.rs/1IZXjoZ
- AREVA FP : Areva considering EUR 2bn offer made by EDF for reactor business – Le Figaro
- BSLN SW : Basilea subject of takeover speculation - Tagesanzeiger ( Closed yest.)
- BMPS IM : Paschi Shrs Rise 11%, Rights Fall 18% on 1st Day of Shr Sale
- BWO NO : BW Offshore 1Q Ebitda Declines, Declares 2c/shr 1Q Dividend
- BAER VX : Julius Baer Said to Possibly Face Lighter U.S. Penalty: WSJ
- NICE IT : Nice in Talks to Buy LivePerson for Up to $650m: Calcalist Link (LPSN US) +27.5% premium vs Friday close
- ORA FP : Cinven, CVC, Advent to Bid for Telecable Stake: Expansion
- OR FP : L’Oreal Doesn’t Plan to Bid for P&G’s Wella: Handelsblatt
- PC IM : Paulson & Co Owned 6% of Italy’s Pirelli as of May 15: Consob
- ROG VX : Roche Gets FDA Nod for Cobas Cdiff Clostridium Difficile Test
- RDSA LN : Shell’s Arctic Oil Reserves Unlikely to Produce Until 2030s: FT
- RYA LN : Ryanair FY15 Profit In Line, Sees FY16 Net EU940m-EU970m
- SYNN VX : Monsanto May Need to Offer Over CHF500/Shr for Syngenta: SamS
- VOD LN : Management being urged by key shareholders to accept $120B deal with Liberty Global - http://bit.ly/1F4LOGU & http://on.ft.com/1AsYQT5 (Closed Yest.)
- VOD LN : Vodafone Prepared to Outbid O2 Czech for Mobile Frequency: HN
- VOW3 GY : Lamborghini Said to Agree to Produce New SUV in Italy
>>> Up
*ATLAS COPCO RAISED TO BUY VS NEUTRAL AT SWEDBANK (Yest.)
*CIE DES ALPES RAISED TO BUY VS HOLD AT SOCGEN
*DET NORSKE RAISED TO NEUTRAL VS UNDERWEIGHT AT JPMORGAN
*GOLD FIELDS RAISED TO BUY VS HOLD AT HSBC (Yest.)
*SSAB RAISED TO BUY VS NEUTRAL AT GOLDMAN (Yest.)
*VODACOM RAISED TO NEUTRAL VS UNDERPERFORM AT CREDIT SUISSE
>>> Down
*BHP BILLITON LTD CUT TO UNDERWEIGHT VS OVERWEIGHT AT CBA (Yest.)
*SOCO CUT TO UNDERWEIGHT VS NEUTRAL AT JPMORGAN
*TELECITY GROUP CUT TO HOLD VS OVERWEIGHT AT HSBC
>>> PT Change
>>> Initiation
*CELLNEX TELECOM RATED NEW OUTPERFORM AT RBC, PT EU19
*DS SMITH RATED NEW NEUTRAL AT GOLDMAN, PT 380P (Yest.)
*MONDI RATED NEW NEUTRAL AT GOLDMAN, PT 1,450P (Yest.)
*SMURFIT KAPPA RATED NEW CONVICTION BUY AT GOLDMAN (Yest.)
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Charter Communications Nears Deal for Time Warner Cable
Roughly $55 billion deal would give John Malone prize he has been chasing
Charter Communications Inc. is close to sealing a $55 billion deal for Time Warner Cable Inc., giving cable mogul John Malone the prize he has been chasing for two years.
The acquisition by Charter, which is backed by Mr. Malone’s Liberty Broadband Corp., would vault the cable operator into the ranks of the biggest U.S. broadband and pay-television companies.
The firms have agreed to terms for a cash-and-stock deal that would value Time Warner Cable at $195 a share, according to people familiar with the matter.
As part of the transaction, which could be announced as early as Tuesday, Charter would also merge with small operator Bright House Networks, said people familiar with the deals. The combined cable giant would have 23 million total customers, second only to Comcast’s 27 million among cable operators.
News of the advanced deal talks comes only a month after Time Warner Cable went back on the block after Comcast terminated the companies’ planned $45.2 billion merger in the face of serious pushback from Washington regulators. A Charter-TWC deal could be in for a stringent review in Washington as well, some analysts have said.
Charter, which has 5.9 million residential subscribers in more than 25 states, and Mr. Malone are betting that increased scale will help the company navigate the industry’s choppy waters. Operators must contend with the onset of cable “cord-cutting” as frustrated consumers drop connections, the rise of streaming-video competitors from Netflix Inc. to Apple Inc. and expected fights with TV-channel owners over which networks are worth keeping in a bundle.
“No one has ever had a better sense of the multichannel world than John” Malone, said Leo Hindery, a veteran cable-industry executive who is managing partner at the private-equity firm InterMedia Partners. “Obviously he sees in Charter and Time Warner Cable a way to perpetuate a legacy that is unrivaled.”
In 2013, Charter made multiple offers to buy Time Warner Cable but was rebuffed. Its efforts culminated in a hostile bid early last year that was headed off when Comcast struck its ill-fated TWC deal.
Cable-mogul John Malone, above, has been chasing a deal for Time Warner Cable for two years ENLARGE
Cable-mogul John Malone, above, has been chasing a deal for Time Warner Cable for two years PHOTO: SANDER DE WILDE FOR THE WALL STREET JOURNAL
This time, Charter took a more light-handed approach. Mr. Malone got more involved, people familiar with the matter say, calling Time Warner Cable Chief Executive Rob Marcus in the early stages of Charter’s pursuit to indicate he wanted a friendly deal. Charter’s camp made a point of not submitting a lowball bid that would put off Time Warner Cable, the people said.
Time Warner Cable shareholders can choose $100 a share in cash and $95 in Charter stock, or $115 in cash and the remainder in stock, a person said. The price tag represents a 14% premium to Time Warner Cable’s closing price of $171.18 on Friday.
If regulators block the deal, Charter could owe Time Warner Cable about $2 billion, or Time Warner Cable could be responsible for the breakup fee if it accepts an offer from a rival suitor, a person familiar with the matter said. Comcast’s deal with Time Warner Cable had no breakup fee.
The backlash to Comcast’s bid for Time Warner Cable at the Federal Communications Commission and Justice Department left many cable executives and investors wondering whether any transformational cable-industry deal could withstand regulatory review.
FCC Chairman Tom Wheeler called cable executives including Time Warner Cable’s Mr. Marcus and Charter CEO Tom Rutledge in recent days to convey that they shouldn’t assume the agency is against any and all future deals just because of what happened with Comcast, according to a person familiar with the matter.
Mr. Malone will be joined as a significant shareholder by the Newhouse family. When Charter originally agreed to buy Bright House before the Time Warner Cable deal was reached, the transaction would have given the Newhouse family, which controls Bright House owner Advance/Newhouse, a larger equity stake than Mr. Malone but a smaller voting stake.
Liberty will probably still retain a larger voting stake in the agreement for the bigger entity, said Craig Moffett, an analyst with MoffettNathanson.
For Mr. Malone, the deal would mark his return as a force to be reckoned with in U.S. cable, putting him in a position to influence how the industry transitions into a media world dominated by streaming video and broadband. Since taking a big stake in Charter in early 2013, he has been preaching the gospel of consolidation to investors, emphasizing how cable operators aren’t collaborating the way they used to in the early days of the industry and are therefore missing out on opportunities to fight back against Netflix and other competitive threats. The 74-year-old was a formative figure in the early days of the cable industry. He took over debt-ridden Tele-Communications Inc. in his early 30s, guiding it through a period of uncertainty and through hundreds of acquisitions in the 1970s and 1980s that made it the largest U.S. cable-TV operator.
In 1998, he sold TCI at its height for $48 billion to AT&T and turned his attention to investments in Europe.
AT&T later sold its cable assets to Comcast.
Along the way, Mr. Malone developed a reputation for ruthless negotiating with lenders and TV programmers—former U.S. senator Al Gore labeled him “Darth Vader.” He tangled with lawmakers in congressional hearings over rising rates and customer-service complaints. He also fought with municipalities over the renewal of “franchises” allowing TCI to offer service, sometimes taking them to court.
But at pivotal moments for the cable industry—such as when the government enacted laws governing the business in 1984 and 1992 and when broadcasters and cable channels began demanding a slice of monthly fees—he was also viewed as a leader and champion for cable operators’ interests.
The cable-TV market that Mr. Malone and others raced to build at a breakneck pace is now fully mature—and it has actually begun to contract. Consumers frustrated by rising cable-TV prices are dropping service in favor of relatively inexpensive streaming-video services.
Now, Mr. Malone will be tested at another crucial moment for cable. The new colossus formed by the merger of Charter and Time Warner Cable would be far bigger than TCI’s 11 million subscribers and would face very different challenges.
“There are lots of challenges this time around but there is no better visionary to address them,” said Mr. Hindery, who ran TCI for Mr. Malone for many years.
To be successful in the coming years, cable operators will need to lean heavily on their broadband businesses to generate profit growth while limiting shrinkage in their TV business. That means investing in broadband infrastructure, streaming video services and other technologies.
For Time Warner Cable, the pact with Charter continues a wild ride over the past two years. The company was struggling last year with video-subscriber losses and other problems, and Comcast’s $45.2 billion buyout looked like a good exit for shareholders. Then the surprising turn of events in Washington left the company in the lurch—only to result in what looks like another deal in short order.
A combined Comcast-TWC would have served about 35 million residential and business Internet customers. It also would have had at least 57% of the market for broadband Internet service, defined by the FCC as speeds of 25 megabits a second and higher. A Charter-TWC-Bright House combination would serve nearly 20 million residential and business Internet customers.
Before a deal was struck, competition threatened to once again derail the plans of Charter and Mr. Malone: European telecommunications group Altice SA, backed by French cable baron Patrick Drahi, was in hot pursuit of Time Warner Cable in recent days. Mr. Drahi met with Mr. Marcus on May 20 to discuss a potential cash-and-stock deal, The Wall Street Journal reported.
Now that Charter and Time Warner Cable have agreed to a price as high as $195 a share, Altice doesn’t plan to submit a higher offer, according to people familiar with the matter.
For Altice, a deal the size of TWC would have been a bold move just days after the company surprised investors with its agreement to buy a 70% stake in U.S. midsize cable operator Suddenlink in a deal valued at $9.1 billion including debt.
Pirelli sees John Paulson build up 6.046% stake
John Paulson, the investment fund, has built up a stake totaling 6.046% in Pirelli, the listed Italian tyre group, Italian language daily Il Sole 24 Ore reported. The report cited a statement issued by Consob, Italy's securities regulator.
John Paulson is now Pirelli's largest shareholder. At the present share price the stake is worth around EUR 440m, the paper said.
Pirelli is the subject of an upcoming public offer by China Chemical Corporation (ChemChina) that is expected to begin at the end of July. The report noted that Pirelli will be delisted at the end of the public offer.
As previously reported, Camfin, Pirelli's controlling shareholder, has already given its assent to ChemChina taking control.
The original article appeared in print; Page 29
Il Sole 24 Ore