31.07.2006 21:57:00
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Time Warner and Comcast Complete Adelphia Communications Transactions; Comcast's Interests in Time Warner Cable Redeemed
With this acquisition as well as the swaps of cable systemsbetween them, Comcast and Time Warner Cable have expanded their cablefootprints and improved the geographic clusters of their subscribers.In addition, Comcast's historical ownership interests in Time WarnerCable and Time Warner Entertainment Company L.P. (TWE) have beenredeemed, with the result that Time Warner Cable is now ownedapproximately 84% by Time Warner and 16% by Adelphia. Both companiesare now focused on integrating their new cable properties and layingthe groundwork to accelerate the deployment in the coming months ofenhanced video, high-speed data, digital voice and other advancedservices to consumers formerly served by Adelphia.
Time Warner Chairman and Chief Executive Officer Dick Parsonssaid: "With Time Warner Cable delivering stellar growth, we are verypleased to continue to build value by significantly enhancing ourscale, subscriber clusters, and operating efficiencies, all at anattractive price. Glenn Britt and his team, with their technologicalleadership and operating expertise, are ready to integrate these newcable systems seamlessly, enabling the rollout of our highly popular'triple play' to a whole new universe of subscribers. We're confidentthat Time Warner Cable will continue to be an engine of growth for ourCompany, while delivering the best possible cable experience to all ofour customers. Let me thank Brian Roberts and his impressive Comcastteam, Bill Schleyer and his colleagues at Adelphia, as well as all ofthe Time Warner Cable and Time Warner people, for all of their greatwork in this long process."
Brian L. Roberts, Chairman and Chief Executive Officer of Comcast,said: "The first half of 2006 has been terrific for Comcast with greatconsumer response to our new advanced products and triple play offer.Comcast is in the strongest position in our history and theacquisition of these contiguous and complementary systems could notcome at a better time. Steve Burke, Dave Watson and the cable teamhave extensive experience integrating cable systems and we lookforward to delivering to our new customers the products and servicesthat are already so popular with Comcast's subscribers. Significantly,today's transactions also complete the redemption of our stakes inTime Warner Cable and Time Warner Entertainment, which is an importantstrategic milestone for our Company. We are grateful to Dick Parsonsand his colleagues at Time Warner and the team at Adelphia who workedso hard to facilitate and close these transactions. We'd also like towelcome our new Adelphia and Time Warner employees and customers intothe family. Now it's time to get to work delivering on the promise ofthese transactions."
Glenn Britt, President and Chief Executive Officer of Time WarnerCable, said: "After spending more than a year preparing for theclosing of these transactions, we now can enthusiastically begin ourfull-scale integration and upgrade efforts. In the coming months,we'll stay focused on laying the critical groundwork to allow us tooffer our very successful triple-play package of enhanced video,high-speed online and Digital Phone services aggressively to thenearly 7.6 million new homes passed in our expanded service area. Wehope to strengthen customer relationships by ensuring the bestpossible offerings and quality customer care. We will strive to makethis changeover as seamless as possible for our customers and for the12,000 new employees we'll be welcoming to our Company."
Time Warner Cable has gained cable systems passing approximately7.6 million homes, with approximately 3.3 million basic subscribers.Time Warner Cable now manages a total of approximately 14.4 millionwell-clustered basic subscribers with 27.6 million homes passed.
Comcast has added about 1.7 million additional basic subscribersfor a total of approximately 23.3 million owned and operatedcustomers, with about 3.5 million additional subscribers held invarious partnerships attributed to it.
As previously announced, the combined purchase price for theassets acquired by Time Warner Cable and Comcast consisted of $12.5billion in cash and Time Warner Cable common stock representingapproximately 16% of Time Warner Cable's total common equity. Theremaining 84% of Time Warner Cable common stock will be held by TimeWarner Inc. In addition, Time Warner Inc. will own a direct non-votingcommon equity interest of approximately 12% in a subsidiary of thecable company. Under agreements entered into in connection with theacquisition, Adelphia is required to sell at least one-third of theTime Warner Cable common stock it received in the transaction in anunderwritten public offering within three months of the registrationstatement for such offering becoming effective, unless, prior to that,the shares are distributed to creditors of Adelphia pursuant to aconfirmed plan of reorganization. Time Warner Cable expects that anyshares distributed to Adelphia creditors pursuant to a plan ofreorganization would be freely transferable.
In addition, Time Warner Cable has redeemed Comcast's 17.9%interest in Time Warner Cable Inc. and Time Warner Entertainment hasredeemed Comcast's 4.7% in TWE, which together represented aneffective 21% economic interest in Time Warner Cable.
Bear Stearns and Lehman Brothers acted as financial advisors toTime Warner. The Blackstone Group acted as financial advisor toComcast on the Adelphia transaction and assisted on the Time WarnerCable and Time Warner Entertainment redemptions. Morgan Stanley actedas financial advisor to Comcast on the Time Warner redemptions andassisted on Adelphia. Paul, Weiss, Rifkind, Wharton & Garrison LLP islegal advisor to Time Warner. Davis Polk & Wardwell is legal advisorto Comcast. Ballard Spahr Andrews & Ingersoll, LLP advised Comcast onbankruptcy-related issues.
This release does not constitute an offer of any security forsale.
Subscriber Information
The subscriber information contained herein with regard toreporting basic video subscribers has been approximated because eachcompany uses somewhat different methodologies with respect toreporting subscriber counts of multiple-dwelling units.
About Time Warner Inc.
Time Warner Inc. is a leading media and entertainment company,whose businesses include interactive services, cable systems, filmedentertainment, television networks and publishing.
About Comcast Corporation
Comcast Corporation (Nasdaq: CMCSA, CMCSK)(http://www.comcast.com) is the nation's leading provider of cable,entertainment and communications products and services. With 23.3million cable customers, 10 million high-speed Internet customers, and1.6 million voice customers, Comcast is principally involved in thedevelopment, management and operation of broadband cable systems andin the delivery of programming content.
Comcast's content networks and investments include E!Entertainment Television, Style Network, The Golf Channel, OLN, G4,AZN Television, PBS KIDS Sprout, TV One and four regional ComcastSportsNets. Comcast also has a majority ownership in ComcastSpectacor, whose major holdings include the Philadelphia Flyers NHLhockey team, the Philadelphia 76ers NBA basketball team and two largemultipurpose arenas in Philadelphia.
About Time Warner Cable
Time Warner Cable owns and manages cable systems serving 14.4million subscribers in 33 states. Passing approximately 28 millionhomes, Time Warner Cable includes some of the most technologicallyadvanced and best-clustered cable systems in the country, with nearly85 percent of the Company's customers located in five geographicregions: New York, Texas, Ohio, the Carolinas and southern California.Leveraging its leadership in innovation and quality customer care,Time Warner Cable delivers advanced products and services such asvideo on demand, high definition television, digital video recorders,high-speed data and Digital Phone. Time Warner Cable is a subsidiaryof Time Warner Inc. (NYSE: TWX).
Caution Concerning Forward-Looking Statements
This document includes certain forward-looking statements withinthe meaning of the Private Securities Litigation Reform Act of 1995.These statements are based on the current expectations and beliefs ofthe management of Time Warner and Comcast, respectively, and aresubject to uncertainty and changes in circumstances.
Actual results may vary materially from those expressed or impliedby the statements herein due to the bankruptcy court approval process,regulatory review and approval process and changes in economic,business, competitive, technological and/or other regulatory factors,as well as other factors affecting the operation of the businesses ofTime Warner Inc. and Comcast Corporation. More detailed informationabout these factors may be found in the respective filings by TimeWarner and Comcast with the Securities and Exchange Commission,including their most recent annual reports on Form 10-K and quarterlyreports on Form 10-Q. Time Warner and Comcast are under no obligationto, and expressly disclaim any such obligation to, update or alter theforward-looking statements, whether as a result of new information,future events, or otherwise.
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