Variety: With Charter-Cox Megadeal, John Malone’s Liberty Broadband Will Lose Ownership Stake in Charter

Story from Variety:

John Malone, the “cable cowboy” who has shaped the cable and media industries for decades, is set to reap a windfall from the $34.5 billion blockbuster Charter Communications deal to acquire and merge with Cox Communications. But his holding company, Liberty Broadband, will not be a direct shareholder in the newly combined company after the deal closes and will not have seats on the board.

In November 2024, Charter and Liberty Broadband announced a deal under which Charter will acquire Liberty Broadband, which owns a 26% stake in Charter. The fair value of Liberty Broadband’s investment in Charter, on an as-converted basis, was approximately $15.5 billion as of Dec. 31, 2024, according to Liberty Broadband filings with the SEC.

On Friday, Charter said it expects the merger with Cox to be completed “contemporaneously with the previously announced Liberty Broadband merger.”

“As a result, Liberty Broadband will cease to be a direct shareholder in Charter and will no longer designate directors for election to the Charter Board,” according to Charter’s announcement. “Accordingly, the three current Liberty Broadband nominees on Charter’s board will resign at closing.” The Newhouse family will continue as shareholders in the combined entity and have board representation.

The three Liberty Global-designated directors to Charter’s board are: Balan Nair, president and CEO of Malone’s Liberty Latin America; Martin Patterson, SVP of Malone’s Liberty Media, Liberty Broadband, Liberty TripAdvisor Holdings and Qurate Retail Group; and J. David Wargo, founder and president of private investment company Wargo & Co.

In its 2025 proxy filing, Charter said Greg Maffei, who stepped down as CEO of Malone’s Liberty Media at the end of last year, would not not stand for reelection to the board and his term will expire as of the end of the annual meeting. Former SiriusXM CEO James Meyer also is leaving the Charter board.

Malone retired from the Charter board in 2018 but continued to serve as a “director emeritus” to “provide active support and advice to the company” but without a vote “on matters presented to the board.” In April 2024, Malone announced that he was relinquishing the director emeritus role at Charter “due to the uncertainty around Clayton [Antitrust] Act inquiries,” referring to a law that prohibits corporate directors from concurrently serving on the boards of competitors. The concern: Regulators could determine Malone’s participation in the boards of Warner Bros. Discovery and Charter was a violation of the law, as they are arguably competitors in direct-to-consumer streaming. Malone last month said he will step down as a director on Warner Bros Discovery’s board to assume the role of “chair emeritus.”

In April 2024, two Advance/Newhouse execs with ties to Charter — Steven Miron and Steven Newhouse — resigned from the Warner Bros. Discovery board after the Justice Department informed them it was investigating whether their Warner Bros. Discovery directorships violated the Clayton Antitrust Act. Miron, CEO of the Advance/Newhouse Partnership, continues to serve on Charter’s board; Advance co-president Michael Newhouse (who is the brother of Steven Newhouse) also is a Charter director.

A year ago, Malone said when disclosing his departure from Charter’s board, “I remain heavily invested in Charter via Liberty Broadband — which maintains its three board seats — and am confident in Charter’s leadership team and strategy for the business.” Now, Liberty Broadband will give up those seats if and when the Charter-Cox merger goes through.

Separately, Malone’s Liberty Global holds a footprint in the European telecom market as the parent company of operators including Virgin Media O2 in the U.K., VodafoneZiggo in the Netherlands, Telenet in Belgium and Virgin Media in Ireland. Its Liberty Growth unit has investments in 70 companies and various funds, including stakes in companies including ITV and TelevisaUnivision, as well as a controlling interest in the Formula E racing series (after acquiring Warner Bros. Discovery’s 25% stake in the electric-vehicle circuit). 11-Meanwhile, Liberty Media’s assets include 100% ownership of Formula 1 and a 30% stake in Live Nation Entertainment. Malone also owns a controlling stake in QVC Group (formerly Qurate Retail), whose brands include QVC and HSN.