Advertisement

NEWS ANALYSIS : Cable Companies Prepare to Form Another Media Colossus : Merger: Liberty Media Corp. and Tele-Communications Inc. would create a company that could rival Time Warner in delivering video, data services.

Share
TIMES STAFF WRITER

The merger of cable TV giant Tele-Communications Inc. and Liberty Media Corp., which was formally announced Friday, would create a communications colossus with a stock value of almost $30 billion, and sway over 23% of all cable TV subscribers in the country.

The combined company would also join the rarefied ranks of media giants such as Rupert Murdoch’s News Corp., which owns the Fox film and TV studio, and Time Warner Inc., whose vast holdings span film and publishing and cable.

Many analysts now look for TCI Chief Executive John C. Malone, who orchestrated the deal, to steer the company into a telecommunications alliance similar to ones recently forged by Time Warner and US West and Viacom Inc. and Nynex. The rationale behind such an alliance: an even greater ability for TCI-Liberty to deliver high-speed video, voice and data services.

Advertisement

TCI and Liberty Media, which has stakes in more than two dozen cable networks, ranging from Black Entertainment TV to The Family Channel to Home Shopping Network, split apart only 2 1/2 years ago over regulatory concerns about concentration of ownership in the cable TV industry. The re-merger, which requires regulatory and shareholder approval, is to be achieved through a $3.4-billion stock swap.

The move is partly seen as a way to help QVC Network Inc. Chairman Barry Diller in his bidding for Paramount Communications Inc., since Liberty is one of his chief backers. QVC is also in talks with regional phone companies, including Bellsouth, Bell Atlantic and possibly others, under which the phone companies would invest in QVC and provide it with more cash with which to bid for Paramount.

But the TCI-Liberty merger is also made possible by new federal regulations allowing for substantial cross-ownership in the cable industry.

“The government has set down what they deem to be rules that all of us have to live by, and this combination is clearly in compliance with those regulations,” said Brendan Clouston, president and chief operating officer of TCI. “We are just one of the many players who are pursuing the vision” of the information highway.

Under rules drafted recently by the Federal Communications Commission regarding vertical and horizontal integration--essentially the common ownership of cable TV systems and the programming piped over it--a cable operator can serve up to 30% of all homes in the country and have ownership stakes in 40% of the channels it carries on its systems.

The rules grew out of the 1992 Cable Act, a measure that reflected Congress’ concern over ownership concentration in the burgeoning cable industry.

Advertisement

A combined TCI and Liberty would still be subject to those limits, but experts say the limits are so generous that they are unlikely to be triggered by any current cable and video programming ties.

“I think the rules indicate the commission didn’t find any harm with the current levels” of vertical and horizontal cable ownership, said Daniel L. Brenner, general counsel for the National Cable Television Assn. in Washington.

Malone would control about 20% of the re-merged TCI-Liberty voting stock, and TCI founder and Chairman Robert Magness would control close to 30%.

Ironically, Malone’s consolidation of power comes at the same time he is being accused of trying to create a monopoly. In a massive antitrust suit, Viacom Chairman Sumner Redstone, who is also bidding for Paramount, has accused Malone of trying to stifle competition with bully tactics.

In Washington, there was little reaction to the proposed TCI-Liberty merger, which must be approved by the Justice Department under the Hart-Scott-Rodino Act.

Interim FCC Chairman James Quello did not return calls seeking comment on the new rules, and Rep. Edward Markey (D-Mass.), chairman of the House Subcommittee on Telecommunications and Finance, declined to comment. A spokesman for Sen. Daniel K. Inouye (D-Hawaii), chairman of the communications subcommittee and a key architect of the new cable TV law, said he “has no feeling about it one way or the other.”

Advertisement

The QVC bid is valued at $9.5 billion and Viacom’s is worth $7.2 billion. Liberty owns 22% of QVC and has already agreed to contribute $500 million toward the deal.

However, Wall Street investors expect the prevailing bid to be decided by which party is willing to offer more cash in its stock-and-cash deals. At present, QVC is offering $30 per share in cash and Viacom is offering $9.10.

“The assumption here is (that) the perceived financial backing of TCI . . . makes QVC a more credible offer,” said Peter Appert, a cable analyst at C.J. Lawrence Inc. in New York.

The Paramount board is expected to meet Monday to consider QVC’s offer. Earlier in the week, QVC delivered to Paramount materials documenting that it had arranged $4 billion in financing for the proposed transaction.

Liberty Class A shares slumped $3.25 to $25.25 on Nasdaq, while TCI shot up $1.625 to $27.50.

Times staff writer Jube Shiver Jr. contributed to this report.

Advertisement