The Deal.com
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Now that Cablevision Systems Corp. chairman Chuck Dolan has pulled the plug on disloyal directors and given his CEO son a very public spanking, he can turn his attention to the direct broadcast satellite assets his company agreed to sell EchoStar Communications Corp. for $200 million.
The definitive agreement, announced Jan. 20 and currently under regulatory review, includes DBS bird Rainbow 1, the rights to 11 DBS frequencies and a ground facility in Black Hawk, S.D. Each is considered critical to the DBS operation — currently a shell corporation called Voom HD LLC — that Dolan will stop at nothing to get off the ground.
"At this stage," said analyst Jimmy Schaeffler of Carmel Group, "it's his best shot to get the necessary infrastructure together. As to whether he can proceed as a satellite broadcaster without those assets, the answer is yes — but it will be very costly."
An EchoStar spokesman acknowledged the deal with Cablevision has not closed but declined to comment on such contract items as a termination fee. "I'm not going to talk about any discussions we're having with Cablevision," he said.
At Cablevision, when asked about its sale contract with EchoStar, a spokeswoman also declined comment Thursday, March 3. But in a reference to Dolan's re-stacking the board the night before, which cast out such DBS detractors as William J. Bell, Sheila A. Mahony and Steven Rattner, she said, "I can't say [the EchoStar deal] has been the topic of the day around here."
For good reason: The board's re-stacking followed contradictory statements earlier in the week from two Dolan camps. President and CEO Jim Dolan initiated the conflict by issuing a statement and an internal memo announcing Voom's demise, whereas Chuck and middle son Tom (Jim is the youngest) countered with their own statement and memo averring the DBS operation was very much alive.
No one doubts family patriarch Chuck ultimately prevailed. The 78-year-old cable veteran not only replaced the ousted directors with an entrepreneurial-sensitive crew, consisting of Rand Araskog, Frank Biondi, John Malone and Leonard Tow, but also announced he'll exercise rights to determine 75% of the company's board at the next annual meeting.
An 8-K filing Thursday said the letter detailing Dolan's board upheaval "did not specify any reason for the removals." But it expressly referred to Cablevision's DBS assets not included in the EchoStar agreement and to a letter of intent for their acquisition by Chuck and Tom Dolan (news - web sites).
The letter, as disclosed Feb. 11, addressed customer agreements for Voom, as well as 87 standard-definition channels and, most important, nearly 40 high-definition channels that the 16-month-old service currently broadcasts via leased satellite. But it also stipulated any obligations under the letter were "subject to the execution of a definitive agreement by February 28."
Thursday's 8-K filing delayed the letter's expiration "to allow Voom HD a further opportunity to explore its ability to present to the board a transaction." It also indicated that Chuck Dolan, who directly controls 37% of Cablevision's supervoting shares and overseers trusts controlling considerably more, would present plans for that transaction at a Monday board meeting.
Those who follow Cablevision may have been shocked by its latest boardroom maneuver — Fulcrum Global Partners LLC analyst Richard Greenfield quickly dispatched a e-mail titled "Unbelievable Breaking News" — but no one is surprised by chairman Chuck's devotion to satellite broadcasting.
"He keeps pulling out the stops," Schaeffler said of Dolan's commitment to his so-called beam dream, which has already cost Cablevision some $1.4 billion in startup costs. "He's really showing his board how serious he is."
Many now believe Dolan is so serious he would borrow against his massive Cablevision holdings — if not sell the company outright — to continue broadcasting from the sky. And since he has already done in his dissenting directors, what's to keep him from undoing what they've done? What's to keep him from restoring Cablevision's DBS operations to what they were before the board elected to sell the bulk of them to EchoStar at a perceived discount?
"What he's setting himself up for is probably dependent on some clause in the contract or maybe even a breach of contract suit," Schaeffler said. "But at this point, I'd have to say it's not good news for EchoStar."