Charter Nominates Candidates for Time Warner Cable Board -- Update

By Dow Jones Business News, 
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By Shalini Ramachandran and Liz Hoffman

Charter Communications Inc. put forward a group dominated by cable industry veterans and former investment bankers as candidates for Time Warner Cable Inc.'s board at its annual shareholder meeting this spring, opening the next phase of its battle to take control of the second-biggest U.S. cable operator.

The nominations, for Time Warner Cable's entire board, make clear that Charter is willing to go hostile in its efforts, after eight months of trying to draw TWC to the negotiating table. Over that period, TWC has rebuffed as too low three offers from Charter, the fourth-largest cable company by video customers. Charter hopes the nominations will put pressure on Time Warner Cable, which has said that it won't negotiate on any price lower than $160 a share. Charter's latest offer, which it made public in January, was pitched at $132.50 a share.

"It is clear from our meetings with Time Warner Cable shareholders that there is an overwhelming desire to combine these two companies," Charter Chief Executive Tom Rutledge in a statement. "Now is the time for the current Board and management of Time Warner Cable to respond to their shareholders and work with us to complete a merger."

In response, Time Warner Cable Chief Executive Rob Marcus said, "It is clear that Charter is nominating a slate of directors for the sole purpose of pressuring our board into accepting the same lowball offer that it previously considered and unanimously rejected. We are not going to let Charter steal the company."

Some Time Warner Cable investors said they were disappointed that Charter hadn't raised its offer, warning it could weaken the momentum of Charter's proxy fight. Charter is likely to wait a few weeks until later in the proxy fight campaign before bumping the price, a person familiar with the matter has said.

Recent history suggests that corporate suitors undertaking proxy battles rarely succeed. Since 2006, only four of 27 corporate aggressors that launched board fights to press a hostile bid ended up owning their intended target, according to FactSet--a success rate of about 15%. And the four that won ended up getting control through friendly negotiations, including by raising their offers. One is still pending: Men's Wearhouse Inc.'s pursuit of rival suit- seller Jos. A. Bank Clothiers Inc.

Far more often, the hostile bidder lost a shareholder vote or gave up and withdrew its slate. Roche Holding Ltd., for example, used a proxy fight at Illumina Inc. in 2012 to press its $6.5 billion takeover of the gene-sequencing firm, but shareholders rejected its nominees. Exelon Corp.'s$7.5 billion pursuit of NRG Energy Inc. in 2009 ended the same way.

Even if Charter's slate wins, a deal isn't guaranteed. The new board would be legally required to set aside any allegiance to Charter and evaluate the bid independently, and would be hard-pressed to recommend the offer without a detailed financial analysis showing it is fair.

Charter's proposed slate has a deep M&A bench, including at least three ex-bankers. One candidate, Neil Morganbesser, is a corporate lawyer turned banker with stints at law firm Wachtell Lipton Rosen & Katz, Morgan Stanley and Bear Stearns & Co., where he headed the bank's Asian and West Coast merger group.

The list includes Isaac Corre, who recently left hedge fund Eton Park Capital Management LP, where he was responsible for event-driven investing, a strategy that often involves betting on whether deals get done.

The slate also includes a number of cable veterans, including James Chiddix, who is close to Mr. Rutledge, having served as chief technology officer of Time Warner Cable from 1998 to 2001, a period when Mr. Rutledge also worked at the company. Others with experience in the cable industry include Bruno Claude, the former CEO of Switzerland-based Cablecom; Marwan Fawaz, who formerly worked at Charter as chief technology officer; and Eamonn O'Hare, a former chief financial officer of Virgin Media Inc., which last year was acquired by John Malone's Liberty Global Inc. Mr. Malone's Liberty Media is Charter's largest shareholder.

Time Warner Cable shareholders will have the opportunity to vote for those nominees at the company's annual meeting later this year. All 13 of Time Warner Cable's directors are up for re-election. Six of the 13, including new CEO Rob Marcus, are former executives of Time Warner Inc., the entertainment company that until 2009 was TWC's parent. These include Nick Nicholas Jr., who was a co-CEO of Time Warner between 1990 and 1992; Don Logan, who oversaw Time Warner Cable as a senior Time Warner Inc. executive between 2002 and 2005; and Wayne Pace, a former Time Warner Inc. CFO.

Peter Haje, another director who long worked at Time Warner, was also formerly a partner at Paul, Weiss, Rifkind, Wharton & Garrison, a law firm where current Mr. Marcus got his first full-time job.

In a statement, Time Warner Cable noted that it is "the only large U.S. cable company not controlled by a family or major shareholder and our Board reflects that independence." The company added that the directors' "backgrounds and experiences are richly diverse" and all "are singularly focused on maximizing value for Time Warner Cable's shareholders."

Write to Shalini Ramachandran at shalini.ramachandran@wsj.com and Liz Hoffman at liz.hoffman@wsj.com

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