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Who Are The Real Winners In The Time Warner Cable/Charter Communications Deal?

By Daniel B. Kline - Jul 5, 2015 at 11:50AM

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It may not be customers, but there are some clear victors if the deal gets approved by the FCC.

If the merger deal between Charter Communications (CHTR 2.56%) and Time Warner Cable (NYSE: TWC) gets approved by the Federal Communications Commission, the CEOs of both companies stand to make a fortune, as do a number of banking firms.

The $55 billion deal, which looks increasingly likely to get the green light from the FCC and other federal regulators, would be especially lucrative for TWC CEO Rob Marcus, who could collect over $90 million if the deal is approved. That number comes from a 700-plus page preliminary proxy statement filed at the SEC, reported.

Marcus, who will not run the combined company, would receive "$21.8 million in cash, $67.1 million in equity, $396,156 in benefits -- mostly for financial planning -- and $2.6 million in other awards including a special bonus TWC gave execs for increasing video subs in Q1," the entertainment news site reported.

The last bonus, which is not typical, was created to reward the company's executives for holding onto subscribers at a time when cord-cutting has become a growing issue. The cable industry lost subscribers in 2014, with TWC shedding 401,000, according to Leichtman Research Group

Pay-TV ProvidersSubscribers at the end
of 2014 
Net Adds (losses)
in 2014
Cable Companies    
Comcast* 22,383,000 -194,000
Time Warner 10,992,000 -401,000
Charter 4,293,000 -49,000
Cablevision 2,681,000 -132,000
Suddenlink 1,138,400 -49,100
Mediacom 890,000 -55,000
Cable ONE 451,217 -87,677
Other Major Private Cable Companies** 6,450,000 -225,000
Total Top Cable 49,278,617 -1,192,777

Source: LRG

Time Warner Cable agreed to give its leadership team "5% of their 2015 target cash bonus if in any quarter this year the cable company experienced a net increase in residential video subscribers," according to Deadline. TWC added 30,000 new cable customers in the first quarter of 2015 and the execs were paid the bonus, which was renewed going forward by the company's board, though Marcus is excluded from further bonuses.  

Still, even without any further bonuses, the outgoing Time Warner Cable CEO looks to make out pretty well as long as the deal gets approved. 

Who are the other winners?
While Marcus may be the big winner, his counterpart at Charter has nothing to complain about. Tom Rutledge will assume the CEO mantle at what will be called "New Charter," should the deal -- and a second transaction with Bright House Networks -- be approved. If that happens, Rutledge does not get an immediate payday, but he would become eligible to receive $74.6 million over time -- $15.3 million in cash and $59.3 million in equity. And, should he be terminated without cause, he gets the big payday all at once.

Should the deal not occur, Charter has pledged to pay a $2 billion breakup fee. 

A number of financial firms will also do well. On the TWC side, if the deal closes, Morgan Stanley will get $40 million ($32.5 million at completion) while Citigroup takes in $32.5 million ($25 million at closing) and Allen & Co and Centerview Partners each are due $27.5 million ($20 million at closing). From Charter, Goldman Sachs stands to make $42.5 million when the Time Warner Cable deal closes, and another $15 million upon completion of the Bright House transaction. LionTree Advisors will be owed $32.5 million when TWC closes, then $15 million for Bright House.

Of course, all the figures in the proxy statement do contain the warning that the numbers are based on "multiple assumptions that may or may not actually occur."

Will cable customers win?
Of course, there is no guarantee that cable customers will be winners from Charter becoming a giant rival with approximately the same reach as industry-leader Comcast. Rutledge, however, thinks it will be a boon for consumers. In a press release, he said:

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. ... 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.

Marcus, of course, echoed those statements in the same press release, saying:

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.

Short of promising free ice cream and a unicorn in every backyard, Marcus and Rutledge said everything that the public would want to hear. Promises and delivery, however, are two different things.

The public could benefit from these mergers for exactly the reasons stated above. Whether it actually will is to be determined.

Daniel Kline has no position in any stocks mentioned. He would not want a unicorn because they seem difficult to clean up after. The Motley Fool has no position in any of the stocks mentioned. Try any of our Foolish newsletter services free for 30 days. We Fools may not all hold the same opinions, but we all believe that considering a diverse range of insights makes us better investors. The Motley Fool has a disclosure policy.

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