Comcast, TW Cable Set Shareholder Votes, Name for Charter Spinoff Company
As the merger review process inches along at the FCC, Comcast and Time Warner Cable have set October dates for their respective shareholder votes on the blockbuster $45.2 billion union of the nation’s largest cable operators.
Meanwhile, Comcast and Charter Communications have picked a name for the stand-alone cable company that the two hope to create through Comcast’s divestiture of nearly 3 million subscribers that come with the TW Cable acquisition. The company will be dubbed GreatLand Connections and already has a CEO in cable vet Michael Willner.
Comcast will hold its shareholder vote on Oct. 8 at Philadelphia’s Kimmel Center for the Performing Arts. TW Cable will take the vote the following day at New York’s Paley Center for Media, according to joint Securities and Exchange Commission filings made Wednesday.
Shareholders will vote on the merger proposal as well as on the deal’s provisions for paying hefty golden-parachute compensation to TW Cable CEO Rob Marcus and other corporate officers who will be exiting as a result of the sale.
Marcus’ pending $80 million payoff has sparked outrage among corporate watchdog orgs as an example of over-the-top largesse for an exec who only took the reins as CEO in January.
But the SEC filings make clear that the shareholder votes on the golden parachutes are most symbolic, because the non-binding nature of the vote means that the Comcast and TW Cable boards can bestow the mega-million-dollar packages on execs with or without shareholder consent.
Comcast, TW Cable and Charter are making plans on the expectation that the two complicated cash-and-stock transactions will be approved by regulators. But given the size of the deal and its impact on the market for broadband service, there may well be unanticipated conditions placed on the deal that could affect the GreatLand proposal. In an extreme case, the FCC and Justice Department could nix the merger altogether on anti-trust grounds.
The FCC aims come to its decision by early next year, or 180 days after the clock on its review formally began on July 10. The initial round of public comments and opposition petitions on the merger were due to be filed with the FCC by Aug. 25. Response and opposition petitions to those comments are due by Sept. 23 and replies to those responses are due Oct. 8.
To date, the FCC has received more than 75,700 comments on merger. The discourse ranges from rants against poor customer service by Comcast and TW Cable to concerns about marketplace domination raised by Comcast’s media peers and industry orgs to passionate pleas from individuals for the commission to put teeth into net neutrality rules as part of the process.
“Would you gag those who refuse to pay for the privilege of speech,” wrote Kevin Chang of New York City. “Net neutrality must be maintained.”
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