Charter Agrees to Acquire Time Warner Cable for $55 Billion

Fourth-Largest Cable Company Clinches Deal to Buy the Second-Largest

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Credit: Andrew Harrer/Bloomberg

Charter Communications Inc. agreed to buy Time Warner Cable Inc. for about $55 billion in cash and stock, scooping up the cable provider after getting last-minute competition from French billionaire Patrick Drahi.

Charter will pay $195.71 a share -- 14% above Time Warner Cable's May 22 close -- with Time Warner shareholders getting the choice of $100 and $115 in cash and the remainder in its own stock, according to a statement Tuesday. Bright House Networks, a smaller cable company that Charter has previously agreed to buy, will also be merged into the combined entity.

Charter, the fourth-biggest U.S. cable company, is clinching a deal with No. 2 Time Warner Cable after its early 2014 bid was rejected and Comcast jumped in with a competing offer. Charter got another shot when regulatory scrutiny caused the Comcast deal to fall apart in April and then faced competition last week from Mr. Drahi's Altice SA, which was said to have held merger talks with Time Warner Cable.

"The idea that Time Warner Cable and Charter are merging isn't a surprise, but the price raises some eyebrows," Craig Moffett, an analyst at MoffettNathanson in New York, said May 24 after Bloomberg News reported a deal was near. "Altice undoubtedly contributed to Charter having to pay such a steep price to close the deal."

Including debt, the transaction values Time Warner Cable at $78.7 billion. The deal enables Charter, whose largest shareholder is billionaire John Malone, to almost quadruple its number of cable subscribers, gaining 12 million customers in cities including New York, Los Angeles and Dallas.

Cable deals
Time Warner Cable shareholders who choose to receive $100 in cash will get 0.5409 Charter share. They can also elect to receive $115 in cash plus 0.4562 Charter share, the companies said.

The transaction, which requires regulatory approval, is expected to be completed by the end of 2015.

Dealmaking has been heating up in an industry that faces waning demand for traditional pay-TV packages and competition from Netflix, Amazon and other online services. Although many analysts predicted a tie-up between Charter and Time Warner Cable, Mr. Drahi made asurprise foray into the U.S. on May 20 with the announcement of plans to buy a smaller provider, Suddenlink Communications. While in the country, he also met with Time Warner Cable CEO Rob Marcus, according to a person with knowledge of the matter.

Regulatory hurdle
Cable providers have been expanding their Internet offerings to help offset the loss of cable subscribers. By opposing the Comcast merger, regulators have shown they are taking a hard look at deals that give companies too much power over broadband internet, which is increasingly becoming the way that people watch TV.

Federal Communications Commission Chairman Tom Wheeler called Time Warner Cable's Mr. Marcus and Charter CEO Tom Rutledge recently to dispel notions that industry mergers won't be approved by regulators, a person with knowledge of the calls has said. Mr. Wheeler told the CEOs that any transaction would be judged on merit, and there was no flat ban on cable combinations, the person said.

Mergers may give cable companies more leverage when negotiating contracts with television networks, which in turn could keep cable TV prices down for consumers.

Liberty Broadband Corp., the Malone company that holds the stake in Charter as well as shares of Time Warner Cable, will buy $5 billion of new Charter stock to help fund the deal.

The transaction has a breakup fee of $2 billion, which anticipates a possible bid by Mr. Drahi's Altice and antitrust concerns, according to people familiar with the matter.

Charter also renegotiated its offer to buy billionaire Si Newhouse Jr.'s Bright House Networks for $10.4 billion. That agreement had been in jeopardy because it depended on Comcast closing its merger with Time Warner Cable, which has the right to match or block the deal because of a longstanding arrangement to negotiate programming and other deals for Bright House.

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