John Malone’s back in the U.S. cable business. His Liberty Media has agreed to pay $95.50 a share for most of the stakes in Charter currently owned by Apollo Management, Oaktree Capital Management and Crestview Partners. (Crestview will hang on to 7.4% of Charter and Oaktree will keep 2.2%.) The transactions likely will close “in the first half of the second quarter” of this year, the companies say. When that happens Liberty will control four seats on Charter’s board: They’ll be held by Liberty chairman Malone, Liberty CEO Greg Maffei, Liberty Global CTO Nair Balan, and Barnes & Noble CFO Michael Huseby. But Liberty can’t take over Charter just yet. Malone’s company agreed not to up its stake in Charter beyond 35% until January 2016 and after that must stay below 39.99%. Malone was considered the king of cable in the U.S. until 1999 when he sold Tele-Communications Inc — the dominant operator at the time — to AT&T. Charter had about 4M video subscribers at the end of 2012, making it the No. 4 cable operator.
Charter shares jumped 10% yesterday, to $98.04, when word of the deal leaked, and are up an additional 1% this morning. Liberty was up 3.8% yesterday and a little under 1% this morning. “Our initial read is that this is OK for Liberty, Sirius, and other assets in Liberty’s portfolio, although we await additional detail on the ‘new loan arrangements’ used to finance the transaction,” Lazard Capital Markets’ Barton Crockett says.
Here’s today’s announcement:
STAMFORD, Conn. & ENGLEWOOD, Colo.– Charter Communications, Inc. (NASDAQ: CHTR) (“Charter”) and Liberty Media Corporation (NASDAQ: LMCA, LMCB) (“Liberty Media”) announced today that Liberty Media has entered into a definitive agreement with investment funds managed by, or affiliated with, Apollo Management, Oaktree Capital Management and Crestview Partners to acquire approximately 26.9 million shares and approximately 1.1 million warrants in Charter Communications, Inc. for approximately $2.617 billion, which represents an approximate 27.3% beneficial ownership in Charter and a price per share of $95.50. Liberty expects to fund the purchase with a combination of cash on hand and new loan arrangements.
“We are excited to make this investment in Charter, the fourth largest cable provider in the US,” said Greg Maffei, Liberty President and CEO. “Tom Rutledge and his team have done an impressive job of turning around Charter’s operations and improving its financial position. We look forward to working with Charter’s management team and fellow board members in the future.”
“We are pleased with Charter’s market position and growth opportunities and believe that the company’s investments in its high-capacity digital network which provides digital HD and on demand television, high-speed data and voice, will benefit its customers and shareholders alike,” said John Malone, Liberty Chairman.
“This transaction reflects a solid endorsement of the strategy that Tom Rutledge and his team are implementing at Charter,” said Eric Zinterhofer, Chairman of Charter. “Apollo, Oaktree, and Crestview have created substantial value for Charter and its shareholders, and on behalf of Charter’s board, we look forward to working with Liberty Media in creating further value.”
Tom Rutledge, CEO and President of Charter, said, “Liberty Media and John Malone have a well proven track record in our industry and in creating shareholder value. While we have made real progress, we are still in the beginning of our effort to transform Charter, and we welcome the addition of Liberty Media as knowledgeable shareholders as we grow our products, service capabilities, and market share. All of us at Charter appreciate the contributions of Apollo, Oaktree and Crestview which put us on a path for sustainable success.”
The transaction is expected to close in the first half of the second quarter of 2013, subject to the satisfaction of customary closing conditions, including expiration of the waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Upon closing, funds managed by Crestview and Oaktree will hold approximately 7.4% and 2.2%, respectively, of Charter’s common shares. Charter’s board of directors appointed a special committee of independent and disinterested directors to consider the transaction on behalf of the company.
Charter entered into a stockholders agreement that among other things provides Liberty Media the right to designate up to four directors for appointment to the Charter board upon the closing of the transaction. Liberty Media expects to designate John Malone, Chairman of Liberty Media; Gregory Maffei, President and CEO of Liberty Media; Nair Balan, EVP and CTO of Liberty Global; and Michael Huseby, CFO of Barnes & Noble. Charter’s board of directors will appoint these directors subject to its normal review of director qualifications, and upon the resignation of Stan Parker, Darren Glatt, Bruce Karsh and Edgar Lee in connection with the closing of the transaction, which is expected to occur sometime after Charter’s 2013 annual meeting of stockholders. Jeffrey Marcus, a partner at Crestview, will remain on the board. Subject to Liberty Media’s continued ownership level in Charter, the stockholders agreement also provides that Liberty Media can designate up to four directors as nominees for election to Charter’s board of directors at least through Charter’s 2015 annual meeting of stockholders, and that up to one of these individuals may serve on each of the Audit Committee, the Nominating and Corporate Governance Committee, and Compensation and Benefits Committee of Charter’s board of directors.
In addition, Liberty Media agreed to, among other things, not increase its beneficial ownership in Charter above 35% until January 2016 and 39.99% thereafter. Liberty also agreed not to engage in proxy solicitations for nominations to Charter’s board of directors through the 2015 shareholder meeting and continue to so refrain as long as its designees are nominated to the Charter board or the agreement is earlier terminated. Charter approved Liberty Media’s acquisition of beneficial ownership of Charter’s shares under the business combination provisions of the Delaware General Corporation Law.
The stockholder’s agreement is more fully described in a Current Report on Form 8-K to be filed with the SEC by Charter.
Liberty Media was advised by LionTree Advisors and Baker Botts L.L.P. Charter was advised by Kirkland & Ellis LLP. Apollo was advised by Citi and Wachtell, Lipton, Rosen & Katz. Oaktree was advised by Citi, Goldman Sachs and Paul, Weiss, Rifkind, Wharton & Garrison LLP. Crestview was advised by Davis Polk & Wardwell LLP.
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