• Home
  • Latest
  • Fortune 500
  • Finance
  • Tech
  • Leadership
  • Lifestyle
  • Rankings
  • Multimedia

Trendingnow

1

Jeff Bezos wants the bottom half of earners to pay zero income tax—he says nurses making just $75K should save $12K a year

2

Despite a $500 million net worth, Shaq just finished his fourth degree. He warns graduates: 'Your character will take you further than your resume'

3

Bolt CEO says he let go of his entire HR team for creating problems that didn’t exist: ‘Those problems disappeared when I let them go’ 

1

Jeff Bezos wants the bottom half of earners to pay zero income tax—he says nurses making just $75K should save $12K a year

2

Despite a $500 million net worth, Shaq just finished his fourth degree. He warns graduates: 'Your character will take you further than your resume'

3

Bolt CEO says he let go of his entire HR team for creating problems that didn’t exist: ‘Those problems disappeared when I let them go’ 
FinanceTime Warner Cable

Charter-TWC merger: Why Time Warner Cable’s CEO wants out

By
Stephen Gandel
Stephen Gandel
Down Arrow Button Icon
By
Stephen Gandel
Stephen Gandel
Down Arrow Button Icon
May 26, 2015, 3:32 PM ET
A Time Warner Cable service technician works on cable service from a van parked on the Upper West side of the Manhattan borough of New York City
A Time Warner Cable service technician works on cable service from a van parked on the Upper West side of the Manhattan borough of New York City, May 26, 2015. Charter Communications Inc, controlled by cable industry pioneer John Malone, offered to buy Time Warner Cable Inc for $56 billion, seeking to combine the No. 3 and No. 2 U.S. cable operators to compete against market leader Comcast Corp. REUTERS/Mike Segar - RTX1EMR2Photograph by Mike Segar — Reuters

Time Warner Cable is getting bigger by going smaller.

On Tuesday morning, Charter Communications (CHTR) announced that it was buying Time Warner Cable (CHTR) for nearly $79 billion, including debt. That cable companies feel they need to get bigger is not new. Cable firms want more bargaining power in their negotiations with large content providers like Time Warner, which owns HBO and spun off TWC a few years ago, and Twenty-First Century Fox, not to mention Netflix. That was the logic behind Time Warner Cable’s proposed deal with Comcast, which was called off last month.

But a quirk of Tuesday’s deal is that Charter, the company now buying Time Warner Cable, is actually the smaller of the two, by a lot. TWC had revenue of $23 billion last year. Charter’s revenue was less than half of that, at $9 billion.

It’s not clear why TWC is the one selling out, versus the other way around. TWC CEO Robert Marcus has been on the path to handing over control of his company for a while. In late 2013, when Marcus was taking over the top job at TWC, he said he was open to doing a deal if it created more value. What’s more, it doesn’t appear that colleagues have great faith in Marcus’ ability as a CEO. Marcus is a former lawyer who had joined TWC in its mergers department before working his way up the executive ladder. Still, a former COO of TWC said Marcus was much better at doing deals than being a top executive. So, perhaps investors, too, would have been wary of Marcus running a bigger company.

Another reason: Marcus appears to have a pretty big financial incentive to sell. Marcus’ employment contract contains a change of control provision that could net him as much as $85 million over the next year-and-a-half. But Marcus only gets the money if he leaves the newly combined company, which he hasn’t said he will do, though it’s likely he will. The top job at the combined company will go to Charter CEO Tom Rutledge. What’s more, Rutledge appears to have an even larger golden parachute than Marcus. His contract guarantees him nearly $111 million if he loses his job after a deal, a payout that Rutledge could still get if he leaves.

Marcus also said that he thought TWC would have to significantly increase its capital expenditures if it were to remain a standalone company. Last year, TWC spent just over $4 billion in capital expenditures. TWC would have to nearly double its spending to match Comcast. And with $1.4 billion in annual interest payments, that probably wasn’t possible.

The biggest reason Charter made the offer—and not the other way around—probably has to do with John Malone. Malone has a large stake in Charter, through his ownership of Liberty Broadband, and it looks like he has been the driving force behind the deal. Malone, a cable industry vet, reentered the U.S. cable market in 2013, saying there was a need for more consolidation.

The result is a deal that will have a lot more debt than if TWC were the buyer and Charter were the seller. TWC could have paid for Charter in stock, and it would have owned roughly 70% of the combined company. Instead, Charter is paying TWC shareholders roughly $100 in cash and $95 in shares in the new company as part of the deal. (TWC shareholders have the option of taking slightly more cash if they like.) That keeps Charter’s ownership (along with partner Advance/Newhouse) of the new company at above 55%.

But it will also add $23 billion in debt to the deal. Assume an interest rate of 5% and Charter’s interest payments are likely to be around $3.5 billion next year alone. That’s a big chunk of the nearly $13 billion in combined cash flow generated by the two companies last year. Add to that $7 billion in projected capital expenditures, and that doesn’t leave the company a lot of room if the merger should hit some bumps.

The combined company will have a strong position in the broadband market. But with the cable business facing a growing threat from streaming services and the Internet as a source of entertainment in general, Charter-TWC should expect some turbulence.

About the Author
By Stephen Gandel
See full bioRight Arrow Button Icon

Latest in Finance

Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025

Most Popular

Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Fortune Secondary Logo
Rankings
  • 100 Best Companies
  • Fortune 500
  • Global 500
  • Fortune 500 Europe
  • Most Powerful Women
  • World's Most Admired Companies
  • See All Rankings
  • Lists Calendar
Sections
  • Finance
  • Fortune Crypto
  • Features
  • Leadership
  • Health
  • Commentary
  • Success
  • Retail
  • Mpw
  • Tech
  • Lifestyle
  • CEO Initiative
  • Asia
  • Politics
  • Conferences
  • Europe
  • Newsletters
  • Personal Finance
  • Environment
  • Magazine
  • Education
Customer Support
  • Frequently Asked Questions
  • Customer Service Portal
  • Privacy Policy
  • Terms Of Use
  • Single Issues For Purchase
  • International Print
Commercial Services
  • Advertising
  • Fortune Brand Studio
  • Fortune Analytics
  • Fortune Conferences
  • Business Development
  • Group Subscriptions
About Us
  • About Us
  • Press Center
  • Work At Fortune
  • Terms And Conditions
  • Site Map
  • About Us
  • Press Center
  • Work At Fortune
  • Terms And Conditions
  • Site Map
  • Facebook icon
  • Twitter icon
  • LinkedIn icon
  • Instagram icon
  • Pinterest icon

Latest in Finance

Beyond the diploma: Skills that actually get graduates hired
Future of WorkWorkplace Innovation Summit
Beyond the diploma: Skills that actually get graduates hired
By Ashley LutzMay 22, 2026
5 hours ago
Sam Altman standing in a lift.
AIOpenAI
The big questions looming over OpenAI’s trillion-dollar IPO
By Beatrice NolanMay 22, 2026
5 hours ago
Walmart shoppers are filling their gas tanks with less than 10 gallons for the first time since 2022, and its CFO calls it ‘an indication of stress’
EconomyRetail
Walmart shoppers are filling their gas tanks with less than 10 gallons for the first time since 2022, and its CFO calls it ‘an indication of stress’
By Marco Quiroz-GutierrezMay 22, 2026
6 hours ago
Musk may already be a trillionaire while these SpaceX employees and investors will hit multibillion-dollar jackpots after blockbuster IPO
Startups & VentureSpaceX
Musk may already be a trillionaire while these SpaceX employees and investors will hit multibillion-dollar jackpots after blockbuster IPO
By Jason MaMay 22, 2026
6 hours ago
ta
EconomySocial Media
They created AI nudes that got millions of views online. Now they’re being charged with crimes
By Jake Offenhartz and The Associated PressMay 22, 2026
7 hours ago
Best private student loans in May 2026
Personal FinanceLoans
Best private student loans in May 2026
By Joseph HostetlerMay 22, 2026
7 hours ago

Most Popular

Jeff Bezos wants the bottom half of earners to pay zero income tax—he says nurses making just $75K should save $12K a year
Success
Jeff Bezos wants the bottom half of earners to pay zero income tax—he says nurses making just $75K should save $12K a year
By Preston ForeMay 21, 2026
1 day ago
Despite a $500 million net worth, Shaq just finished his fourth degree. He warns graduates: 'Your character will take you further than your resume'
Success
Despite a $500 million net worth, Shaq just finished his fourth degree. He warns graduates: 'Your character will take you further than your resume'
By Preston ForeMay 20, 2026
2 days ago
Bolt CEO says he let go of his entire HR team for creating problems that didn’t exist: ‘Those problems disappeared when I let them go’ 
Workplace Culture
Bolt CEO says he let go of his entire HR team for creating problems that didn’t exist: ‘Those problems disappeared when I let them go’ 
By Preston ForeMay 19, 2026
3 days ago
Pay transparency is exposing a bigger problem: Most companies can't explain why they pay what they pay
Workplace Culture
Pay transparency is exposing a bigger problem: Most companies can't explain why they pay what they pay
By Sydney LakeMay 20, 2026
2 days ago
McKinsey partner says up to 50% of work hours could be transformed within the next 5 years
AI
McKinsey partner says up to 50% of work hours could be transformed within the next 5 years
By Emma BurleighMay 21, 2026
1 day ago
Current price of oil as of May 21, 2026
Personal Finance
Current price of oil as of May 21, 2026
By Joseph HostetlerMay 21, 2026
1 day ago

© 2026 Fortune Media IP Limited. All Rights Reserved. Use of this site constitutes acceptance of our Terms of Use and Privacy Policy | CA Notice at Collection and Privacy Notice | Do Not Sell/Share My Personal Information
FORTUNE is a trademark of Fortune Media IP Limited, registered in the U.S. and other countries. FORTUNE may receive compensation for some links to products and services on this website. Offers may be subject to change without notice.