Time Warner
Strategic Concepts & Mechanics
Primary Evidence
"When he sold assets, he almost always sold for stock (the reason that, to this day, Liberty has large holdings of News Corp., Time Warner, Sprint, and Motorola stock) or sheltered gains through accumulated NOLs, and he made constant use of the latest tax strategies. As Dennis Leibowitz said, “TCI hardly ever disposed of an asset unless there was a tax angle to it.”10 No other cable company devoted remotely as much time and attention to this area as TCI."
"As word got out I was looking, I got a call from Steve Ross at Warner. He was an impeccably dressed and roguishly charming media visionary charging against the Big Three television networks (ABC, CBS, and NBC) that dominated broadcasting with unprecedented news and entertainment choices. Ross had parleyed his early start in the funeral parlor business into what would one day become one of the largest entertainment companies in the world, Time Warner."
"On December 17, 1997, GI announced $4.5 billion in orders from nine cable operators including TCI, Time Warner, Comcast, Cox, and others. In addition to the 15 million set-top boxes, the cable operators would also receive warrants for a 16 percent stake in GI. This single order—three times GI’s $1.8 billion in revenue—would guarantee the company’s profitable future, especially since the same operators would look to GI for maintenance parts and upgrades. As part of the deal, in 1998, GI traded 10 "
"On December 17, 1997, GI announced $4.5 billion in orders from nine cable operators including TCI, Time Warner, Comcast, Cox, and others. In addition to the 15 million set-top boxes, the cable operators would also receive warrants for a 16 percent stake in GI. This single order—three times GI’s $1.8 billion in revenue—would guarantee the company’s profitable future, especially since the same operators would look to GI for maintenance parts and upgrades."
"The combination of the Warner Bros. studio, Time’s magazines (including *Time, People*, and *Sports Illustrated*), HBO, and Ted’s networks, including CNN, TBS, and TNT, was an impressive medley of assets, but it offered little true synergy beyond financial machinations, in my opinion. Time had barely proven the validity of its merger with Warner Communications, five years earlier, in 1990. Jerry was scrambling to get the stock price up, even as he was trying to quash the internal infighting that would become a hallmark of Time Warner’s corporate structure."
"In September 1995, Ted had made up his mind, and Time Warner agreed to pay $7.5 billion for Turner Broadcasting, creating the largest entertainment company in the world. Jerry Levin would keep his CEO/chairman title and Ted would be vice chairman, responsible for the cable networks of both companies, including HBO. When the deal finally closed, and the TBS shareholders exchanged each TBS share they owned for three-quarters of a Time Warner share, Ted, overnight, would become a billionaire, with his personal holdings in TBS stock worth north of $2 billion."
"From Steve Ross, the dealmaker who built Time Warner, I learned how posturing for no reason other than his worry about maintaining his supreme self-image could hold up a deal: he once kept me in my office in the deep of winter, after they had turned off the heat, until I agreed to something he hadn’t even yet offered—because it would only be offered officially if he could count on my saying yes to it. His ego couldn’t stand the possible rejection."
"Gibbs and Heatley brought together representatives of the two biggest American media companies of the time, Time Warner of New York and Tele-Communications (TCI) of Denver, with two of the US’s biggest telecoms companies, Bell Atlantic and Ameritech, and began negotiating with them to buy into Sky. Initially, Gibbs and Heatley suggested they acquire 40 per cent of Sky, but the Americans were adamant it would be 51 per cent or nothing."
"‘I think Nate would rather have had Craig back out of the whole thing and let Nate and Time Warner, and to a lesser extent TCI, take over, really,’ Downey says. ‘Nate tended to keep Craig out of the loop and Nate saw his reporting line as back to Jeff Schwall in the US, who was the Time Warner director to whom Nate reported. That was okay to a point because Time Warner was a huge influence on the HK Partnership. But it did mean that Craig felt not consulted when he should have been and when he saw himself—because of him and Terry having founded the whole operation—as having special rights. That led to persistent misunderstandings and conflicts between Craig and Nate. Both sides were in the wrong. Craig did poke into matters that a chief executive should have handled without difficulty, and Nate did withhold information from directors, including Craig, where he should have consulted us instead of consulting Jeff Schwall.’"
"Working from a Los Angeles office, Milken had created a $125 billion pool of capital that had helped tiny companies swallow giants and permitted obscure executives to gain control of world-famous busi- nesses. So effective was his operation that a mere statement that Milken believed he could raise a financial war chest in pursuit of a particular corporate quarry—a so-called "highly confident" letter—could cause panic at the company targeted for takeover. Secretive, feared by competitors, and closely monitored by securities regulators, Milken already played an enormous role in the communications industry. During his time at Drexel, he channeled some $26 billion into MCI, McCaw, Metromedia, Viacom, TCI, Time Warner, Turner, Cablevision Systems, News Corporation, and other cable, telecom, wireless, publish- ing, and entertainment companies."
"Gibbs’ primary contribution came in mid-1991, a year after Sky was launched. As Coopers & Lybrand had predicted, the fledgling business was taking longer to get established than initially estimated; the New Zealand economy was in deep recession and subscribers were signing on in a trickle rather than the steady flow that Heatley had confidently anticipated. The business was losing $1 million a week, which gained everyone’s attention. Heatley hadn’t lost confidence but admitted that he’d underestimated the startup costs. He remembers Gibbs calling him up at home one evening and saying, ‘Craig, you promised me that if I put a little bit of money in Sky I’d have lots of fun; I’ve now got more than a little bit of money in it, and it’s no fun at all.’ Their solution was to bring in more investors to contribute around $100 million in fresh capital. They started talking to Gibbs’ partners at Telecom, Bell Atlantic and Ameritech, sowing the idea that this could be a useful experiment for them. In the United States telecommunications companies were barred from investing in cable television, so New Zealand would provide an opportunity for them to explore potentially interesting synergies between the two industries. Soon a consortium was drawn together comprising Bell Atlantic, Ameritech and two cable companies, Time Warner and TCI, and they began negotiating an appropriate price for 50 per cent of Sky."
"So Gibbs had left Telecom by May 1999. Ironically, soon afterwards Craig Heatley and the others on the Sky board went cold on their proposed acquisition of ihug, which had been the actual trigger for Gibbs’ departure from the Telecom board. Sky, meantime, had been an excellent investment for Gibbs and Farmer. The US grouping of Ameritech, Bell Atlantic, Time Warner and TCI, which Gibbs had helped to bring in as 50 per cent shareholders in 1991, had provided the company with the additional capital it needed to get established with two excellent executives in Nate Smith and John Fellet. But the American partnership was inherently unstable because of the rivalry between its constituent companies. In August 1997 Heatley engineered the sale of the Americans’ stake in Sky to Independent Newspapers Limited (INL), a New Zealand newspaper company that was controlled by Rupert Murdoch’s News Corporation.[15](private://read/01jrsfvkjy84rkprtbz9amfvj8/#rw-num-note-477355-616451090-15) Then a few months later, in November 1997, Sky had its initial public offering."