Bloomberg News

Time Warner CEO Would Get More Than $79 Million in Merger

July 21, 2014

Jeff Bewkes

Jeffrey "Jeff" Bewkes, chairman and chief executive officer of Time Warner Inc., attends the Allen & Co. Media and Technology Conference in Sun Valley, Idaho, U.S., on July 9, 2014. Photographer: Daniel Acker/Bloomberg

Chief Executive Officer Jeff Bewkes would reap more than $79 million in added payments with any change in control at Time Warner Inc. (TWX:US), making him a top beneficiary among shareholders who toughed out a lost decade after 2001’s ill-fated America Online Inc. merger.

Joining Bewkes are investor Mario Gabelli and clients of Gamco Investors Inc. (GBL:US), owners of a $350 million stake (TWX:US). In addition to benefiting from Time Warner’s return from the AOL mess, they’ve notched a 23 percent gain since a $75 billion takeover bid by Rupert Murdoch’s 21st Century Fox Inc. became public on July 16.

Bewkes, Gabelli and other employees and investors may gain further if Fox eventually wins Time Warner for more than the $85-a-share Murdoch first offered. The company has been a long-term commitment for Gabelli, who owned Warner Communications stock when Steve Ross fought Murdoch 30 years ago.

“The company has been doing more or less the right things in terms of growing values, and that’s why we own 4 million shares for clients,” said Gabelli, 72, who has followed Time Warner and its predecessors for more than 40 years. Gabelli once held almost 26 million shares, according to data compiled by Bloomberg.

Bewkes’s so-called parachute payment, representing the value of added equity awards and items such as life insurance, is described in the company’s annual proxy filing and based on the Dec. 31 stock price, which has since advanced 31 percent. As of Feb. 28, he owned 225,517 Time Warner shares outright, according to the filing, now worth about $19.7 million. As of late April, he had exercisable options on 3.86 million shares.

From HBO

Keith Cocozza, a spokesman for New York-based Time Warner, declined to comment beyond the filings.

Murdoch’s 21st Century Fox (FOXA:US), also based in New York, is considering using proceeds from the sale of Italian and German pay-TV assets to boost its Time Warner offer, according to two people familiar with the matter who asked not to be identified.

A surge in Time Warner shares over the past few years has helped erase memories of the disastrous AOL deal and the stock slump that persisted for years. Bewkes and Time Warner, the owner of HBO, CNN and the Warner Bros. studio, said last week it rejected Murdoch’s offer, saying the film and television company can deliver better returns on its own.

Bewkes, 62, who started with Home Box Office in the 1970s, rose to become chief executive officer of Time Warner in 2008, while the company was still suffering a hangover from the $114 billion merger with America Online Inc.

Share Rebound

The years since the 2008 financial crisis have been profitable for investors in entertainment and media, as companies enjoyed rising advertising sales after the recession, higher fees from pay TV subscribers and burgeoning options for home entertainment via the Web.

Time Warner shares bottomed at $13.97 in March 2009, down 85 percent from (TWX:US) when the companies merged. They have more than doubled since 2008 when Bewkes took over -- triple the 34 percent rise of the Standard & Poor’s 500 Index over that time, according to data compiled by Bloomberg. Walt Disney Co. (DIS:US) rose 167 percent, while 21st Century Fox, owner of the Fox News Channel and Fox movie studio, has gained 94 percent and CBS Corp. (CBS:US) had added 118 percent. The data reflect price changes, not dividends or spinoffs.

AOL ‘Debacle’

Barbara Brogliatti is among the Time Warner employees who lived through the ill-fated merger. A former executive vice president in corporate communications at Warner Bros., she left the studio in 2008 after 18 years.

“AOL was a debacle and it hurt us all, not just as shareholders but as employees,” Brogliatti said in an interview.

She’s benefited from hanging on to the stock, selling the last of her shares about six months ago.

“I held the stock to support a company that I loved, and I’m thrilled for anyone that is making more money,” Brogliatti said. “They got to where they are today because they are working hard and had a plan. Jeff Bewkes has a plan and it is being well-executed.”

Gabelli owned Warner Communications stock in the early 1980s, when then CEO Ross fended off a younger Murdoch, then still an Australian, who had built a stake and was threatening a takeover.

First Attempt

Ross sold a stake in Warner to boat maker Chris-Craft Industries in exchange for partial ownership of some television stations. That effectively blocked Murdoch because of U.S. rules restricting foreign media ownership. Murdoch later became a U.S. citizen. Gabelli called Ross, who died in 1992, “an extraordinarily creative CEO.”

Since becoming CEO, Bewkes has busied himself with divesting AOL, Time Warner Cable Inc. (TWC:US) and most recently the Time Inc. (TIME:US) magazine business, leaving the company with valuable cable networks like HBO and the Warner Bros. studio.

Those moves have added to investors’ Time Warner returns, even if they kept the company on the sidelines while Disney CEO Bob Iger gobbled up Marvel Entertainment and Lucasfilm, and Comcast Corp. snapped up NBCUniversal.

The Time Warner stock trading today as a film and TV company traces its roots to America Online (AOLAQ:US) and that company’s failed effort to branch into traditional entertainment in 2000.

Unwinding AOL

America Online bought Time Warner in an all-stock deal that was valued at about $186 billion, including debt, when it was announced on Jan. 10, 2000, according to data compiled by Bloomberg. The value shrank to $114 billion by its close on Jan. 12, 2001, as the Internet bubble deflated and AOL tumbled.

That deal led to the largest corporate loss ever at the time, $54 billion in the first quarter of 2002, and marked the start of an unwinding process Time Warner was still dealing with in 2006 when Bewkes became president.

As CEO, Bewkes held on to AOL until finally spinning off the Internet business in 2009. He also divested Time Warner Cable that year and jettisoned the magazine division this June, repositioning the company as a producer, programmer and distributor of TV and filmed entertainment.

Bewkes’s actions reflect his background in finance and development in the video group at the old Time Inc., along with his years at HBO, including roles as chief financial officer, chief operating officer and CEO, said Gerald Levin, who led Time Warner through the AOL deal and left as the losses grew.

Levin Protege

“He has always been firm in his philosophic point of view,” Levin said in an e-mail of his former protege, “and I am extremely proud of him as a values-based leader and first-rate human being.”

The current takeover battle, like the AOL-Time Warner combination more than 13 years ago, reflects uncertainty over the direction of traditional media, Levin said.

“Change is still taking place in the form of digital disruption,” Levin said on Bloomberg Television. “While it may make sense to put these wonderful assets together, which I’m not sure is really going to happen, what really makes more sense to me is to figure out in this world who has the digital platform that’s going to reach the consumer and provide the financial base to make good programming.”

To contact the reporter on this story: Anousha Sakoui in London at asakoui@bloomberg.net

To contact the editors responsible for this story: Anthony Palazzo at apalazzo@bloomberg.net Rob Golum, Kevin Miller


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Companies Mentioned

  • TWX
    (Time Warner Inc)
    • $73.71 USD
    • -1.50
    • -2.04%
  • GBL
    (GAMCO Investors Inc)
    • $69.51 USD
    • -1.23
    • -1.77%
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