TWC Execs Set To Reap Big $ Rewards

Charter Merger Means Big Paydays For Marcus, Others
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Who says good things don’t come to those who wait?

Time Warner Cable chairman and CEO Rob Marcus is set to reap $91.95 million in cash, stock and other benefits as a result of his company’s  merger with Charter Communications, according to documents filed with the Securtites and Exchange Commission Friday.

That payday -- $21.8 million in cash, $67.1 million in equity, $365,000 in perquisites and $2.6 million in “other” is a 15% premium to the $80 million Marcus would have received had TWC’s earlier merger plans with Comcast panned out. Comcast terminated its merger with TWC on April 24,  after it became apparent the deal would not pass regulatory muster.

Other TWC executives also stand to cash in big as a result of the merger. According to the proxy statement filed Friday, chief operating officer Dinni Jain will receive $34.9 million; general counsel Marc Lawrence-Apfelbaum will receive $19.7 million; executive vice president Peter Stern will get $16.8 million in awards; and former chief financial officer Artie Minson, who resigned earlier this month to become CEO of online office space provider WeWork, will get $5 million.

Charter agreed to purchase TWC in a deal valued at $78.7 billion on May 26. The deal marked the end of a years-long pursuit of the company – Charter made its first offer to buy TWC in 2013 – and one that was almost derailed by a European telecom giant.

According to the proxy, Charter CEO Rutledge and Liberty Media chairman John Malone (a key Charter shareholder) contacted Marcus on the day that Comcast terminated its deal to try to work out a combination. Over the next few weeks, Charter and TWC went back and forth on prospective prices – Charter had initially offered $172.50 per share for the company, a 9% premium to Comcast’s $158.87 offer. But around that time a European telecom firm – identified only as Company A in the proxy but widely thought to be Luxembourg-based Altice – contacted TWC, indicating it would be willing to pay up to $200 per share for the company.

While talks with Altice progressed, TWC advisers notified Charter that it may be in their interest to submit a higher bid, suggesting that a failure to do so could result in a “loss of an opportunity.” Charter raised its bid to $195.71 per share about 10 days later and sealed the deal on May 26.

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