2nd UPDATE, 3:00 PM: Now here’s a response from NYC Comptroller John Liu to Cablevision’s response to him: “The Cablevision board may have helped the Dolan family shareowners extract great value over the past decade, thanks to the many family members on the payroll, their excessive pay, and pervasive related-party deals. The board hasn’t helped create superior value for public shareowners, however. Cablevision’s total shareowner returns substantially lag its peers over the past 10 years. These are among the reasons shareowners have repeatedly voted for boardroom change. It’s baffling that three directors who repeatedly failed to receive majority support remain on the board.”
UPDATE, WEDNESDAY 4:00 PM: Cablevision just offered this response to NYC Comptroller John Liu: “This is one of many letters that Mr. Liu sends to companies, and we are baffled because Cablevision board members have helped to create great value for Cablevision shareholders over the past decade. This strikes us as an attempt to distract attention from the indictment and ongoing trial of Mr. Liu’s campaign.”
PREVIOUS, WEDNESDAY 2:32 PM: The New York mayoral candidate will add drama to the company’s annual meeting May 23 on Long Island. Comptroller John Liu, who controls the city’s 532,020 Class A Cablevision shares, says in a letter to other investors that the five directors that public shareholders can elect have … Read More »
The stock was just up 3.6% last year, but the board says that execs did a good job despite “the continuing difficult economic and competitive environment in 2012 and the impact of Superstorm Sandy.” Jim Dolan‘s package consisted of $1.8M salary, $3.7M stock awards, $6.9M option awards, $3.7M non-equity incentives, $238,429 change in pension value, and $592,715 in other compensation, according to the proxy filed at the SEC this evening. The package was just a little bigger than the one Cablevision gave Charles Dolan, Jim’s father and the company founder. He made $16.6M, +51.1%. Jim’s compensation was just 2.1 times the median for other execs if you include Charles, which would be below the level (3 times) that makes corporate governance monitors worry that the CEO wields too much power. Cablevision shouldn’t have to worry that Jim Dolan might bolt to work somewhere else. His family controls 72.9% of Cablevision’s voting shares. Still, the board benchmarked his pay against CEOs of what it considers to be peer group companies including Comcast, DirecTV, Time Warner Cable, Viacom, CBS, CenturyLink, Dish Network, Liberty Media, Frontier Communications, Level 3 Communications, Windstream Corp, and Charter. The shareholder meeting will be held May 23 in Bethpage, NY.
CEO Jim Dolan didn’t have to look far to find the three execs he just named to top jobs reporting to him. He appointed his wife Kristin to a new position of President of Optimum Services, giving her oversight of what the company calls “the entire Optimum customer experience as well as the Optimum brand positioning.” She had been Senior EVP of product management, marketing and development. Sales EVP Bob Sullivan, who used to report to Jim Dolan, now reports to Kristin. In addition, a long time employee, Wilt Hildenbrand, was named Senior Advisor for Customer Care, Technology and Networks. He’s also a member of the board at Madison Square Garden, where Jim Dolan is Executive Chairman. The Cablevision chief named his brother-in-law Brian Sweeney to a new position: senior EVP of Strategy. He’ll also serve as Dolan’s Chief of Staff. Sweeney is a director at MSG and at AMC Networks, which the Dolan family also controls. The appointments “will help Cablevision to drive further innovation and efficiency across our product portfolio and move us closer to our vision of delivering the highest quality experience to our customers each time they use our products or services,” Dolan says.
The cable operator will pocket $525M and AMC Networks will end up with $175M the companies said today in an SEC filing. This was the last big question remaining after Dish Network agreed in October to pay $700M to settle the breach of contract suit that Cablevision and AMC filed. They asked the courts to determine whether Dish had the right in 2008 to terminate its 15-year deal to air the VOOM Networks suite of HD channels. The channels, formerly owned by Cablevision, were packaged with AMC when the cable company spun off the network operation last year. The cash split between Cablevision and AMC does not account for the income that the cable networks company will receive from the fee increase that Dish agreed to pay to continue carrying channels including AMC, IFC, Sundance Channel, and WeTV.
Citi Research analyst Jason Bazinet thinks it is, and he agrees that “the odds have increased dramatically that Cablevision is sold within the next 12-18 months.” His report today making the case for chairman Charles Dolan and his son, CEO Jim Dolan, to sell — most likely either to Time Warner Cable or Charter — contributed to a 2.5% rise in Cablevision’s stock price, to $14.08. Without the sale speculation, Bazinet figures Cablevision shares would trade closer to $11. Why should the Dolans unload the company they’ve worked so hard to build? Cablevision has a lot of debt, and may find it too difficult to grow. Rising prices for programming “will likely continue to place downward pressure on profitability,” the analyst says. (Cablevision recently sued Viacom alleging that it jacked up programming costs by bundling channels, a charge that the entertainment giant rejects.) Cablevision can’t easily raise prices: It’s engaged in trench warfare with Verizon’s FiOS to attract subscribers the tri-state area around NYC. And Cablevision also recently gave up some potential growth by selling its Rocky Mountain cable systems to Charter. Read More »
The argument in a redacted version of Cablevision’s antitrust lawsuit at U.S. District Court in New York, released today (read it here), hits at a key part of Viacom’s defense. The entertainment company says that Cablevision could have licensed Viacom channels individually in the long term deal that they signed two months ago, and that businesses often provide discounts to customers who accept package deals. But the cable company says the “penalty” for not taking the package was so onerous that it “was no offer at all.” Indeed, the difference in prices over the life of the contract (undisclosed, although they typically run about six years) ”exceeded Cablevision’s entire 2013 budget for programming.” Viacom has so much market power, the suit says, that it was able to raise its prices at a time when ratings fell for its most popular networks which include Nickelodeon and MTV. What’s more, national ratings show “substantial declines in the daytime and primetime ratings” for nearly all of Viacom’s networks with Logo and VH1 Classic ranking “among the 10 lowest-rated cable networks, for both prime-time and 24-hour average viewing.” If Cablevision wasn’t forced to carry the lower rated Viacom channels, it says that it could have offered “superior programming” from Ovation, GMC, Me-TV, ASPiRE, and Retirement Living TV. Read More »
UPDATE, 11:36 AM: Cablevision’s returning fire following Dauman’s comments today. “The tactics employed by Viacom are illegal, anti-consumer, and wrong, and force Cablevision’s customers to take and pay for more than a dozen channels they don’t want in order to receive the Viacom channels they want,” the cable company says. “Viacom’s abuse of its market power prevents Cablevision from delivering more programming choice, particularly among networks that compete with Viacom’s less popular channels.”
PREVIOUS, 10:14 AM: The Viacom chief just provided his company’s most vigorous response so far to Cablevision’s suit last week charging that the programmer violates antitrust laws by pricing channels so it’s uneconomical to buy them individually. “You won’t be surprised to hear me say that the lawsuit Cablevision filed was ill-advised and frivolous,” Philippe Dauman told the Deutsche Bank Media, Internet and Telecom conference. Two months ago Viacom negotiated a new multi-year carriage deal with Cablevision. “We lowered the price from the ask, and offered additional terms related to TV Everywhere to help drive its business,” Dauman says. “We even gave them more term…On this deal they said they don’t like, they wanted a longer term.” And Cablevision ended up carrying the same networks it previously picked up. “I guess their theory would be – ‘We got the discount, we got three suits for the price of two. Now we just want one suit for the same price.’” Dauman also took … Read More »
Listen to (and share) episode 25 of our audio podcast Deadline Big Media With David Lieberman.
Deadline Executive Editor Lieberman and host David Bloom look at the antitrust suit Cablevision filed against Viacom and what it might mean for the pay-TV oligopoly; whether Starz can be a star on its own; growing shareholder opposition to Bob Iger’s dual role at the top of Disney; and whether quality films can still sell lots of tickets.
Deadline Big Media, Episode 25 (MP3 format)
Deadline Big Media, Episode 25 (MP4A format) Read More »
What does Cablevision CEO Jim Dolan think about the forces that contribute to rising pay TV prices? Depends on what hat he’s wearing, based on his rocky performance on the cable company’s conference call with analysts this morning. He vigorously attacked Viacom‘s policy of pricing channels to make it uneconomical for cable and satellite companies to just pick up the ones that they want. Discussing the antitrust suit Cablevision filed against Viacom this week, he says that “forcing distributors to carry more than a dozen” little-watched channels is “an abuse of its market power and a violation of federal antitrust laws.” It “causes prices to rise and we believe it needs to be stopped.” Fair enough. But why is Cablevision filing the case now, two months after it reached a deal with Viacom? Dolan wouldn’t answer the question. “I don’t think I’m going to try the case in our fourth quarter call,” he said.
Related: Cablevision Q4 Revenues And Subscriptions Hurt By Hurricane Sandy
He also sidestepped questions that involved two other companies his family controls: AMC Networks — which, like Viacom, offers channels in bundles — and Madison Square Garden Company, a regional sports channel owner that he oversees as executive chairman. Cablevision recently announced that it will tack $2.98 a month on to customers’ bills to help pay for the rising … Read More »
UPDATE, 11:07 AM: Viacom and others are starting to react to Cablevision’s surprising lawsuit. The programming company says that “at the request of distributors” Viacom and others “have long offered discounts to those who agree to provide additional network distribution.” The company says that these are “win-win and pro-consumer arrangements” that “have been upheld by a number of federal courts and on appeal.” Viacom adds that it will “vigorously defend this transparent attempt by Cablevision to use the courts to renegotiate our existing two month old agreement.”
But Time Warner Cable seems to be cheering for Cablevision. “We frequently have pointed out that there are serious problems with the current programming environment,” the company says. “We think this lawsuit raises important issues, and we look forward to their resolution in the courts.”
PREVIOUS, 8:57 AM: Hold on to your seats. Cablevision filed its antitrust suit in federal court in Manhattan, alleging that Viacom illegally tied deals to offer must-watch channels including Nickelodeon, MTV and Comedy Central to agreements for 14 smaller channels including Palladia, MTV Hits, and VH1 Classic. “The manner in which Viacom sells its programming is illegal, anti-consumer, and wrong,” Cablevision says. “Viacom effectively forces Cablevision’s customers to pay for and receive little-watched channels in order to get the channels they actually want. Viacom’s abuse of its market power is not only illegal, but also prevents Cablevision from delivering the programming that its customers want and that competes with Viacom’s less popular channels.” The suit alleges that Viacom threatened to “impose massive financial penalties unless Cablevision complied with Viacom’s demands.” Cablevision says the practice of selling channels as a package, instead of individually, is a “per se” tying arrangement that violates federal and New York state antitrust laws. It also charges that the practice violates laws against “block booking.” Cablevision wants the court to require Viacom to pay treble damages and legal fees, to bar the network owner from continuing to demand carriage deals, and to let the cable operator have separate deals for the “core” and “ancillary” networks while they negotiate new agreements. Read More »
On Tuesday I told you that something big was afoot at Charter Communications. Now we know: CEO Tom Rutledge has agreed to buy a collection of Cablevision’s cable systems in the Rocky Mountain states that he used to manage when he was COO of the Long Island-based company. He left at the end of 2011. Cablevision paid $1.4B for the systems, formerly known as Bresnan Communications, in 2010. But it said in November that it was considering selling the operation. The systems in Colorado, Montana, Wyoming and Utah have 304,000 video subscribers. Rutledge calls them “some of the fastest growing cable assets in the United States.” Cablevision shares were up 5.6% today as word of a possible deal began to spread. Charter was down just 0.5%.
Here’s the release:
Stamford, Connecticut – February 7, 2013 – Charter Communications, Inc. (NASDAQ: CHTR) (“Charter”) and Cablevision Systems Corporation (NYSE: CVC) announced today that they have entered into a definitive agreement under which Charter Communications Operating, LLC will acquire Cablevision’s Bresnan Broadband Holdings, LLC (“Optimum West”) for $1.625 billion in cash. Optimum West manages cable operating systems in Colorado, Montana, Wyoming and Utah that pass more than 660,000 homes and serve 304,000 video subscribers and 366,000 customer relationships.
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It’s a tough period for the Long Island-based cable company, not helped by a Q3 earnings report this morning that disappointed analysts and sent shares down more than 5%. Execs can’t estimate how much Hurricane Sandy might end up costing, although the company says the number could be “significant.” CEO James Dolan says that “there clearly will be some” homes lost, especially on Long Island’s shore lines. Customers who call Cablevision will be able to receive a rebate based on how long service has been out. But execs shied from providing specifics about the potential losses — as well as other timely subjects including one it raised today: Cablevision says it might sell its systems in Montana, Wyoming, Utah, and Colorado. Read More »
This agreement with the Comcast-owned entertainment company comes just a month after Cablevision struck a comprehensive deal with Disney — and pretty much locks up all of the major networks for now for the Long Island-based cable company. They say the NBCUniversal agreement lasts for several years (no details, though) and gives Cablevision “expansive rights to on-demand content from NBCUniversal’s cable and broadcast network portfolio, and access to live channels across multiple platforms, both in and out of the home.” Cablevision plans to introduce its out-of-home TV Everywhere service early next year. The deal covers NBCU-owned stations that broadcast NBC and Telemundo; basic cable networks including USA, CNBC, MSNBC, and Syfy; and Comcast Sports Network Philadelphia. Cablevision says the deal was done before late October when Mac Budill, who had been its EVP Programming, moved to NBCU to become president of TV Networks Distribution.
Cablevision Systems and AMC Networks announced today they have settled all litigation with Dish Network. Settlement includes a new long-term agreement for Dish to resume carriage of AMC Networks including AMC, IFC, Sundance Channel and WE TV. AMC will return today on Dish channel 131. The other networks will return November 1. That’s good news for Dish subscribers who missed watching The Walking Dead, Breaking Bad, Mad Men and other AMC shows because Dish had dropped the networks back in June. Dish had maintained publicly it was a carriage fee dispute, but Cablevision-AMC Networks said it really was because of a $2.4 billion breach of contract suit over the satcaster’s decision to drop the now-defunct VOOM Channels that were included as part of AMC Networks spinoff from Cablevision into a separate company.
Settlement terms also call for Dish to pay Cablevision $700 million in cash. As part of the settlement Dish will receive wireless multichannel video and data spectrum licenses that cover a population of 150 million in 45 markets including New York, Los Angeles, Chicago, San Francisco and Philadelphia.
As the trial proceded in New York Court last week, things looked increasingly bad for Dish as the judge repeatedly denounced the satcaster for its behavior following a string of embarrassing revelations that suggest it tried to hide evidence that it feared might hurt its case. On Thursday, a note was posted on the New York State Supreme Court website … Read More »
It started today with a note on the New York State Supreme Court’s website that says there’s a “possible settlement” in the case when the trial resumes on Monday. That was enough to drive up stocks for AMC Networks (+3.9%) and Cablevision (+4.3%) — the companies that filed a $2.4B breach of contract suit against Dish Network following its 2008 decision to drop the now-defunct VOOM suite of HD channels. The settlement hopes also contributed to a 4.8% jump in Dish shares. Investors are eager to see AMC’s channels return to Dish, which dropped them in June, and for the satellite company to be free of the threat of a courtroom loss that is starting to look inevitable following a string of embarrassing revelations that suggest it tried to hide evidence that it feared might hurt its case. “In the context of the $2.4 billion in damages originally sought, we believe a cash settlement could be worth between $200 million and $1 billion…equating to $1-$4 per share in aftertax cash consideration” for AMC,” Barclays Equity Research’s Anthony DiClemente says. He adds, though, that “the amount of a potential cash consideration is less important than the value of a new carriage deal.” Without Dish’s 14.1M subscribers, AMC could lose much as $100M per year in cash flow. “Assuming a 7 year deal, we estimate carriage would be worth $7 per share” for AMC, DiClemente says. Read More »
The new deal, which covers more than 70 services, looks a lot like the one that Disney struck with Comcast in January. Cablevision agreed to introduce channels including ESPN3, ESPN 3D, and the upcoming news channel from ABC and Univision. It also picked up rights to offer much of Disney’s programming on VOD and to stream shows — including to mobile devices when Cablevision’s subscribers are away from home. The companies didn’t disclose financial terms, or say how long the deal runs. But Cablevision CEO Jim Dolan says he considers the addition of VOD offerings “a key element of our video strategy and value proposition to customers.” The cable company faces tough competition from Verizon’s FiOS and AT&T’s U-verse in its core territories in the New York tri-state area. It didn’t raise rates last year, but has held open the possibility of doing so in 2013. Cablevision’s shares are up about 1.5% in early trading.
Here’s the release: Read More »