Feb 3, 2023
John Malone, Charter Directors Settle Time Warner Deal Lawsuit
(Bloomberg) -- John Malone and his former colleagues on Charter Communications Inc.’s board have settled claims the billionaire unfairly benefited from the $79 billion purchase of Time Warner Cable that he helped finance, according to a securities filing.
Charter told the US Securities and Exchange Commission last week that it had reached a “tentative agreement,” pending court approval, that will result in a net payment to Charter to resolve a shareholder lawsuit against directors of the cable company over their handling of the 2016 deal.
A trial was set to start in Delaware Chancery Court on Feb. 6 but has now been taken off the docket, court officials said.
Read More: Malone to Face Trial Over $5 Billion Time Warner Deal Financing
Terms of the settlement weren’t given in the Jan. 27 SEC filing.
Charter spokesperson Cameron Blanchard declined to comment on the settlement. Whit Clay, a spokesperson for Malone’s Liberty Broadband Corp., didn’t immediately respond to an email seeking comment
Money Goes to Company
Charter shareholder Matthew Sciabacucci accused the cable provider’s directors of allowing Malone, then on the board, to reap unfair tax benefits from stock he got in the merger through a side deal. Malone has been called the “cable cowboy” because of his extensive holdings in the industry.
In such derivative lawsuits, as they’re called, shareholders sue company directors, and any money awarded in a trial or settlement goes back to the company rather than to the investors who filed the suit. It is often paid by insurance covering board members.
Read More: Charter Investor Suit Over Time Warner Cable Buy Can Proceed
Malone’s Liberty Broadband owned 26% of Charter, making it the cable company’s largest shareholder at the time of the acquisition of of Time Warner Cable. Besides Malone, Liberty had the right to appoint three more directors to Charter’s board.
The acquisition was financed partly with $4.3 billion from Liberty, while a related $10 billion deal for Bright House Networks LLC was paid for partly with another $700 million from Liberty.
Malone was accused of extracting special benefits other Time Warner Cable stockholders didn’t get. Those included receiving “all-stock consideration” for the Time Warner Cable shares Liberty held, versus the stock-and-cash mix other investors got in the deal, according to court filings.
The shareholders also questioned whether the Liberty financings were needed to pull off the acquisitions in the first place, or were merely the product of Malone’s financial engineering to avoid regulatory constraints that may have come into play if Liberty’s stake in Charter fell below 25%.
The case is Sciabacucci v. Liberty Broadband Corp., No. 11418, Delaware Chancery Court (Georgetown).
Read More: Malone to Leave Charter Board as Mogul Pares Back Schedule
--With assistance from Michael Leonard.
(Adds details and context starting in second section.)
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