Cablevision Chairman To Use Cash, Stock To Fund Voom

gutter said:
Gadget Rick still won't read so don't even try showing him again the official public statements by the Dolan's that funding is in place.
Dear overly hopeful person ...
"Official' public statements? You are talking about a single press release and an internal memo, and the press release contained a (now) glaring error on customer count. You are hanging all of your optimism on a press release?

I've been ridiculed because I wanted facts presented in SEC filings or Cablevision press releases instead of the rumor mill. Apparently press releases are only gospel when they are Voom positive. The truth tends to find its way out by multiple sources.

JL
 
JL:

I know that wasn't directed at me, but I just want to add, I'm not particularly optimistic a deal will be struck.

I just know that if the deal falls through, it will be because of liability/contractual issues, not money.
 
Dear overly pessimistic person ...

They went from 26k to 40k and you’re calling 5 or 6k subs "a glaring error on customer count"? Beyond bizzarre.
 
B.Greenway said:
They went from 26k to 40k and you’re calling 5 or 6k subs "a glaring error on customer count"? Beyond bizzarre.
You call a 15% ERROR in subscriber count any less than glaring???
I suppose it would be OK to report E* at 12.6 million and D* at 17.2 million. It would be the same level of error. :)

JL
 
Does three question marks mean your asking three times or do you want me to answer three times?

If you cant see that 46k is a lot closer to 40k than 26k then I dont know what to say...

Who cares what DirecTV and or Echostar report?
 
Aarrgghh!!

Rick!!! There is NO official press release indicating funding is NOT secured yet. Please stop making things up.
I NEVER SAID THERE WAS!!! I have only said, and I'll SAY it again, there is no offical release saying it IS in place and the only thing they HAVE said has indicated the funding is NOT in place. You can be as optimistic as you want to be but that IS a fact.

Why? Because Cablevision and Voom share the following: Managment, Equipment, Infrastructure, Employee Resources, Facilities, IS, Contracts, Liabilities.
Right, and I've worked for more than one company which was bought out/spun off and that is always an issue but, and I'll say it again, if the person/entity purchasing (taking ownership--however you want to put it) doesn't have enough money to run the show in place it IS an issue. If it's NOT an issue, why is it just about every release they've made has made mention of working on obtaining funding??? Sure, Dolan has enough money to do it but it doesn't mean he wants to (or intends to) use his own money on this. I'm NOT saying he can't or won't, I'm saying he hasn't officially done this as of yet. Again, other than the $10 million he pledged earlier this month.

This is the hang up, not money. You can believe what you want. You can THINK you know what you were talking about. But you are wrong. Chuck isn't trying to buy Voom from CVC, he's trying to extract it... It is actually likely that (in the scheme of things) very little money will change hands from Chuck to CVC.
Yes, you can also believe what you want. Doesn't make you wrong or right. You can call what Dolan is trying to do whatever you want. There may not be much of a transfer of funds. I've never indicated this was the sticking point. I'm sure someone could, "buy," Voom for (relatively) little money. It's the ongoing operations which cost the money, not the initial purchase.

You may think that I'm one of those head-in-the-clouds optimists. But I'm not... I'm actually very skeptical that this can be pulled off. But PLEASE, can you get it out of your mind that this is about MONEY. It's not.
No, I don't think you ARE one of the head-in-the-clouds optimists. Never said you were.

Why would the FCC have a problem? Because Cablevision holds the broadcasting licenses... You can't just reassign them at your leisure or on a whim. Just like E* needs FCC approval for the sale, a new company called "Voom HD LLC" would need FCC approval.
You are correct. From what I know (which is very little) about how the FCC works with these things they could sell these licenses/frequencies upon FCC approval. So, yes, they'd have to get approval but I don't know why the FCC wouldn't want this transaction to take place. They'd get what they want--another DBS provider. Now, there could certainly be other techncial issues I'm not aware of but, taken at face value, I don't see why the FCC would have a problem with a transaction like this.

You are also making a huge blunder in assuming they would "announce" their source of funding before a deal is done... Companies almost NEVER reveal these details while deal negotiations are ongoing.
You are correct and have just helped prove my point. If negotiations are going on then funding is NOT, by definition, in place. Thank you.

Now, you've stated at least twice now you're not overly optimistic this thing can be pulled off. Then what the heck are you arguing about??? I, too, am not optimistic it can be pulled off. I believe money is the issue because the facts the public knows about indicates this. Just because someone says, "they know someone inside," doesn't mean anything to the public. With the information available to the public in an official cpacity, all signs point to them NOT having funding. If they come out with an official announcement/FTC filing saying they have funding and it's all going through, then I wouldn't be able to say they don't have funding in place, would I? If that happened, I'd change my belief from thinking they can't get it done to thinking they CAN get it done.

The logistics of the whole thing, although slightly daunting, are not the types of things which, typically, kill these kinds of transactions. CVC does NOT want to keep Voom around. As far as they're concerned, they'd shut it down today if they could. Dolan wants it around. If Dolan comes to them and says, "I want Voom. I have the money to keep it going." I highly doubt CVC would say no. Why would they? Regardless of sharing facilities/staff (which I believe you're overstating just a bit since they had been preparing to spin off until recently) they would get it done. In the grand scheme of things these are minor issues (to them).

It's not like they're sharing installers with CVC or customer support with CVC or uplink facilities with CVC. So, at the end of the day, they would just take their people and CVC would keep their people. They may have to either sublease office space (I don't know for sure) or move to a different location. Not the end of the world from a logistical standpoint. They already contract out their installs/onsite support and they already contract out their customer support/order takers. So this wouldn't be tough to overcome.

The Rickster
 
Rick,

I'll make this easy for you... Imagine this example:

I have a ratty old car with no brakes, rusting, and serious emissions problems, yet I am paying insurance on it... I'm thinking of sending the car to the junkyard because I don't want it, and it is costing me money just to have it around... It will cost me $100 to flat-bed the car and haul it off to the junkyard.

You come along and say, "hey, wait a minute... I'm a mechanic, don't get red of the car, I'll fix it up and keep it myself." So I say to you okay, I'll sell you the car for 5 bucks.

You show up the next day with 5 bucks to come and drive the car away... And then I think hey, the car has expired plates, it's not inspected, and if you got into an accident on the way home with the car (which has no brakes) I can be held liable for letting you drive away with it.

So the deal collapses... I start making demands that you come with a truck to pick it up, or to do the fixes to the car to make it drivable before I give you the keys and the title.

MORAL OF THE STORY: The problem here wasn't that you couldn't come up with the $5. The problem wasn't that you couldn't fix it and make it road-worthy. The problem was I was worried about being sued, and what my liabilities were so I wanted a whole bunch of guarantees before I would give the car to you and sign over the title.

Rick, I don't know why you are SOOOOOOOOOO fixated on the funding. Why can't you understand that the issues here are the liabilites and the details of separation? You keep saying "I'VE NEVER SAID" but you have... They have never ONCE said, hinted at, insinuated, or implied that the funding was a problem or that it wasn't in place. The media IN THEIR STORIES are dubious because they don't know where the funding is coming from. However neither CVC or the Dolans have EVER issued a statement or a release saying funding is not in place, or that they could not come to terms on funding.
 
GadgetRick said:
The logistics of the whole thing, although slightly daunting, are not the types of things which, typically, kill these kinds of transactions. CVC does NOT want to keep Voom around. As far as they're concerned, they'd shut it down today if they could. Dolan wants it around. If Dolan comes to them and says, "I want Voom. I have the money to keep it going." I highly doubt CVC would say no. Why would they? Regardless of sharing facilities/staff (which I believe you're overstating just a bit since they had been preparing to spin off until recently) they would get it done. In the grand scheme of things these are minor issues (to them).

It's not like they're sharing installers with CVC or customer support with CVC or uplink facilities with CVC. So, at the end of the day, they would just take their people and CVC would keep their people. They may have to either sublease office space (I don't know for sure) or move to a different location. Not the end of the world from a logistical standpoint. They already contract out their installs/onsite support and they already contract out their customer support/order takers. So this wouldn't be tough to overcome.

The Rickster

I'm not overstating anything... They ran into these separation problems when they TRIED to spin it off... The logisitcs absolutely HARPOONED the deal in the eyes of the SEC... So much so, that they realized it would not happen, and they called of the spin-off.

It's not about the installers and customer service. You need to think bigger than that. First, every television broadcast originates from a master control. CVC and Voom share master control - both staff and equipment. The exclusive Voom channels and CVC utilize the same resources and are actually in the same building. Their offices are not even separated. Secondly, and more importantly, Chuck, Pat and Tom cannot run this private company, and CVC at the same time. It is an inherent conflict of interest that the FCC would never approve.

It doesn't end there... Senior VP level personnel also supervise both parts of CVC and Voom. You are right - these aren't the things that usually KILL deals, but they are the things that cause them to be LONG AND PROTRACTED... The letter of intent was issued on February 11, it is now March 18... Both sides are still negotiating.

Finally, the board would not extend the deadline for Chuck if the funding wasn't in place... They extended the deadline ONLY when the funding was in place, so they could negotiate the rest of the letter of intent - which centered around Chuck assuming Voom's debt and liabilities.

The sooner you come to the conclusion that I have detailed knowledge of what the circumstances are and of what's going on here, the sooner you will stop arguing with me about it.
 
niceprophet said:
Rick, I don't know why you are SOOOOOOOOOO fixated on the funding. Why can't you understand that the issues here are the liabilities and the details of separation? .

Niceprophet...he will never get it or take the blinders off. He will never realize that negotiations can mean more than the selling price. He just likes being the nag with the blinders on. At least you are looking at it from the total picture (so to speak) He can't see past the toilet.
 
niceprophet said:
I have a ratty old car with no brakes, rusting, and serious emissions problems, yet I am paying insurance on it... I'm thinking of sending the car to the junkyard because I don't want it, and it is costing me money just to have it around... It will cost me $100 to flat-bed the car and haul it off to the junkyard.
Is Voom the ratty old car with no brakes, rusting, and serious emissions problems? :shocked Nice anaology! :D
niceprophet said:
MORAL OF THE STORY: The problem here wasn't that you couldn't come up with the $5. The problem wasn't that you couldn't fix it and make it road-worthy. The problem was I was worried about being sued, and what my liabilities were so I wanted a whole bunch of guarantees before I would give the car to you and sign over the title.
Do you think that C & T Dolan will come back and sue Cablevision if they buy RainbowDBS and it later (apparently as Voom HD LLC) fails? That is easily settled!

Look at the Satellite Sales Agreement between Cablevision and Echostar as an example. It is CLEARLY stated that once E* takes title the satellite can explode and Cablevision has no liability.

Cablevision just has to write a contract that says "everything that is Rainbow DBS, all assets and debts, are now the responsibility of Voom HD LLC in exchange for $xxx dollars, and Cablevision bears no more responsibility for the endevor". Then Cablevision needs to SIGN IT QUICK so Voom becomes Voom HD LLC's problem A.S.A.P. (as quickly as any nessisary government approvals can be granted).

Perhaps the hang up is that Cablevision doesn't want to wait for government approvals - which is the risk expressed when you let the guy drive off in the $5 car BEFORE filing the title change at the DMV. In that case, write a contract similar to what C Dolan has in place today - C Dolan will fund a Voom costs above the cost of shutdown until March 31st. Put the line in the contract "Voom HD LLC will be responsible to pay all costs above the cost of a shutdown until government approvals are granted".

If C & T Dolan have the $$$ to buy Voom they should spend a few on lawyers to get it all in writing and get it done. Or does it take months for lawyers to write a simple contract. It didn't take long for them to draft the Satellite Sales Agreement for Rainbow1. :)

BTW: Thanks again for the junk car analogy.

JL
 
"if C & T Dolan have the $$$ to buy Voom they should spend a few on lawyers to get it all in writing and get it done." OMG this might be the very piece of info they need to get it done, you should give them a call JL. ;)
 
It is the farthest thing from a "Simple" contract... Cablevision has hundreds of contracts with vendors and content providers. You can't just reassign contracts at will.

And in my analogy, it would not be C & T suing CVC, but rather the liabilities from all vendors who have existing contracts with Cablevision, and the shareholders. (Just as it would not be you suing me for selling you the car, but rather the person you run over on the way home because you have no brakes.

And yes, Voom is a "junk car", that someone thinks is worth restoring... Perhaps that junk car is a '57 Chevy that isn't working properly... It doesn't mean that someone with vision can't restore it.
 
Voom Subscriber Count 46K vs 40K

B.Greenway said:
They went from 26k to 40k and you’re calling 5 or 6k subs "a glaring error on customer count"? Beyond bizzarre.

I believe the Subscriber count released in the press release (46K) included nearly 6K awaiting installation. The 40K in the 10K report is the actual current subscriber count (not including subs awaiting installation). Thus, I don't believe there was any misrepresentation in the subs count.
 
niceprophet said:
... Finally, the board would not extend the deadline for Chuck if the funding wasn't in place... They extended the deadline ONLY when the funding was in place, so they could negotiate the rest of the letter of intent - which centered around Chuck assuming Voom's debt and liabilities.
...
The deadline was extended when C. Dolan put up $10 million CASH to finance operations through the end of March.
 
mdonnelly said:
The deadline was extended when C. Dolan put up $10 million CASH to finance operations through the end of March.
Money talks, promises walk. People who expect Cablevision to keep Voom running forever on C Dolan's promises should remember that to took CASH to keep it running until 3/31. C Dolan's best hope to keep Voom running is to keep the cash flowing.

If he 'has the financing' that shouldn't be a problem. Should it? Get it done!

JL
 
I love how people with no legal or corporate managment experience know what "should be easy", and know what "shouldn't be a problem."

You have no experience dealing with the FCC, the SEC, mergers, aquisitions, etc.
 
They have never ONCE said, hinted at, insinuated, or implied that the funding was a problem or that it wasn't in place.

Before I address other statments in your post I wanted to address this. You HAVE been reading the same things the rest of us have been haven't you? In fact, in one of those, "internal memos," they even made mention of working on funding. So actually, yes, they have said it more than one and have insinuated this was the case more than once.

Finally, the board would not extend the deadline for Chuck if the funding wasn't in place... They extended the deadline ONLY when the funding was in place, so they could negotiate the rest of the letter of intent - which centered around Chuck assuming Voom's debt and liabilities.
And you know this why? Again, I'm talking from a public knowledge standpoint. You keep saying you have, "inside information." Now, I've not really addressed your claims of having this information, however, having worked for public companies before I know how VERY strict the SEC has gotten about this type of information. So, if you're talking to someone at a high level I'd be SHOCKED if they were telling you this type of information as they would SERIOUSLY be risking prosecution by the SEC. I've seen it happen to someone with a lot less detailed information than you have posted here.

If you're talking to a lower level person who may not be aware of just how strict the SEC is with this type of information then I don't believe they have a clue as to what's happening. Nobody, has a clue other than the higher-ups who are involved here. If they are leaking information, shame on them. They can do some serious jail time for leaking this type of information.

It doesn't end there... Senior VP level personnel also supervise both parts of CVC and Voom. You are right - these aren't the things that usually KILL deals, but they are the things that cause them to be LONG AND PROTRACTED... The letter of intent was issued on February 11, it is now March 18... Both sides are still negotiating.
And I agree it can cause something to drag out, however, in situations like this--where one side OBVIOUSLY doesn't want anything else to do with the other--things happen quickly. Remember how quickly a deal was signed with Echostar to sell off the satellite and other assets? Ok, it's a little different but it's still not a small deal for many reasons. Oh yeah, doesn't Voom currently use the satellite CVC agreed to sell to Echostar to broadcast their content? Don't you think there are a few logistical issues there--assuming Voom continues operations past the close of that sale? So don't try and tell people logistical issues like that can't be worked out fairly quickly. Although it may take a bit longer to, "transfer," Voom to Dolan it shouldn't take as long as it has unless there is an underlying issue.

The letter of intent was signed and, if I remember correctly, it said something about a deal needing to be in place by the end of February. They then extended that date. None of us knows exactly why but it has been hinted at (yes, it has been) that it has everything to do with funding. They have NEVER hinted at logistics being the holdup. In many other sales/transfers of other companies they have been happy to tell the public this is what's holding things up.

The sooner you come to the conclusion that I have detailed knowledge of what the circumstances are and of what's going on here, the sooner you will stop arguing with me about it.
What detailed knowledge have you given anyone? You've repeated the same things which have been posted around here for months and keep claiming to know MORE than you've said. Again, if you've got this knowledge and have gotten it from someone, "inside," that person risks being prosecuted. If you have done ANYTHING with CVC stock during this time you, too risk prosecution. Again, I seriously doubt anyone high enough to know anything is telling you--or anyone else out here--anything.

Now, if it is respect or fame you are craving by running around here and telling us about your connections then you won't get it from me. Maybe others around here are impressed with these claims but I am not.

So until you come out with more than, "I know someone and they say funding is in place and the logistics are the problem," then why would I believe you? Just because I WANT to believe you? I am someone who bases opinions/decisions on facts. You have provided very little in the way of facts. It is my opinion (never claimed it is a fact) that Voom does NOT have funding in place as of this minute. I have based that opinion on the FACT the deal has NOT been completed and the FACT that they have hinted at not having funding in place.



The Rickster
 

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