AOL-Time Warner

The Master Switch: The Rise and Fall of Information Empires

by Tim Wu  · 2 Nov 2010  · 418pp  · 128,965 words

as if the future had indeed arrived. To many it seemed that the Internet would eventually belong to vertically integrated giants on the model of AOL Time Warner. Here’s Steve Lohr writing in The New York Times in 2000: “The America Online–Time Warner merger [will] create a powerhouse for the next

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phones, handheld devices and television set-top boxes in addition to personal computers.”6 In time, it was envisioned, three or four consolidated firms—say, AOL Time Warner, Microsoft-Disney, and perhaps Comcast-NBC—would slowly divide up the juiciest Internet properties, such as Yahoo! and eBay, just as they’d already divided

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of information far more consolidated than at any time in American history. But it didn’t work out. Coming around the bend at full speed, AOL Time Warner ran right into a wall they didn’t even see. Soon the very name became synonymous with “debacle.” The share price plummeted, and within a

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survive only as a zombie of its former self before being cut loose. Ugly though the crash was, to this day, some still believe that AOL Time Warner was a good idea poorly executed. Steve Case makes this claim, as does Larry Kramer, a media analyst, writing in 2009, “One of the world

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in destroying whatever advantages the merger was meant to deliver. The principle of net neutrality, instilled by the Internet’s founders, is ultimately what wrecked AOL Time Warner. And that now iconic wreck, if nothing else, would attest powerfully to the claim that the Internet was at last the great exception, the slayer

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merger, as the dot-com boom went bust, AOL would be worth considerably less than its lifetime high of $240 billion.10 In 2000, AOL and Time Warner were hardly alone in thinking that massive media integration would be the key to the future of the Internet. Microsoft, from the mid-1990s onward

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most important websites. The early 2000s might have turned into a war of accumulation among three vertically integrated great powers: Microsoft-GE (NBC’s parent), AOL Time Warner, and Comcast-Disney. Eventually everything on the Internet would have been owned by one of them. That would have made for a tidier information economy

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two mega-industries: the media conglomerates and the telephone companies. But something went wrong. Microsoft stopped buying media. Disney rejected Comcast’s merger offers. And AOL Time Warner became the textbook example of what not to do—as Ken Auletta calls it, “the Merger from Hell.”11 WHAT HAPPENED? The books about the

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AOL Time Warner saga are the work of business reporters and as such tend to focus on the personalities, clashes of corporate cultures, and terse boardroom encounters. Steve

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Levin nor many others fully comprehended at the time. It was, in a sense, a failure to understand the deep structure of the Internet. The AOL–Time Warner fusion made sense only if the giant could find some way to induce among the existing customer base of each division a discriminatory preference for

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products. In other words, consumers of Time Warner products had to be persuaded to become AOL users and AOL users made to pay for Time Warner content. In 2001, AOL had nearly 30 million subscribers, a huge headcount for any information commodity, described by BusinessWeek at the time as a “juicy prize.”13

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, and the whole world of the Internet opens up before you; it scarcely matters by what ISP you have reached that point. At most, AOL could recommend Time Warner content to anyone logging on, but it was almost immediately clear that that dividend was not worth much (not much more than a pop

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said, “there’s something about being able to say, ‘I’m the CEO of the world’s largest media company.’ ” Was there any way for AOL Time Warner to work? The firm would have needed to change the nature of the Internet itself, transforming the network into one on which “foreign”—i.e

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or discriminated against. Alternatively, the company could have sought control over Internet’s “openers”—namely, the search engines that were giving users what they wanted. AOL Time Warner needed to subdue Google, Yahoo! and their many cousins. In short, to be viable, the firm would have needed to overturn the net neutrality principles

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power and resources as belong uniquely to the state: access to the very choke points of a nation’s communications infrastructure, its Master Switch.14 AOL Time Warner, however vast, did not have police power—it could not imprison Google’s executives for failing to block Wikipedia or Disney content. In any event

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free providers. But it was all for naught: on December 9, 2009, just one month shy of their tenth anniversary, the disastrous marriage of AOL and Time Warner ended in divorce. In the aftermath of the calamity, both Levin and Case departed the company. Levin quit high-stakes business altogether, becoming director of

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old media garden. For their part, AOL, as of this writing newly single and still adjusting to the post-traumatic stress, has rebranded itself “Aol.” It blames Time Warner’s inflexibility and hidebound reluctance to truly embrace the online world. This anger, though understandable and predictable, as with any failed union, is ultimately

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legs of iron—feet of clay. The design of the Internet blesses some companies and curses others. For if net neutrality destroyed the value of AOL Time Warner, it would catapult to riches the likes of Google and Amazon, firms that, far from discouraging or circumscribing consumer choice, would aim to put everything

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not just the AT&T mind-set, but also the ideals of Hollywood and the entertainment conglomerates as well. Despite the many missteps, including the AOL–Time Warner merger, the conglomerates were still at bottom looking for their entry point into the Internet game. By 2010, Apple would clearly seem the way—whether

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held out an extremely appealing prospect: Hollywood’s content, AT&T’s lines, and Apple’s gorgeous machines—an information paradise of sorts, succeeding where AOL–Time Warner had failed. For its part, Google would remain fundamentally more radical with utopian, even vaguely messianic, ideals. As Apple befriended the old media, Google’s

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. We understand that infrastructure is not the same thing as content. And we do infrastructure better than anyone else.” Google, between content and transport Unlike AOL Time Warner, Google doesn’t need to try to steer users anywhere in particular. They need only focus their resources on helping you get wherever you want

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imminently, at least gradually—to subjugate the Internet and thereby the firms that depend on it, aiming to accomplish with long-honed lethal efficacy what AOL Time Warner had bungled. The initial step would be subtle: AT&T would begin offering, for a fee, a “fast lane” by which to reach consumers, inspiring

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of paid lobbyists, or any other prerogative of size and concentration. Meanwhile, AT&T, the entertainment conglomerates, and the rest are trying to succeed where AOL Time Warner failed, and bring the Internet to heel. They envision a rational regime of access and flow of information, acknowledging that the network is not some

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great carriers of our time, a future whose harbinger might be the takeover of NBC-Universal by Comcast, an even vaster effort to realize what AOL Time Warner failed to be. It might arrive through some further melding of Hollywood with AT&T in the devices marketed by Apple and friends. Or it

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. CHAPTER 19: A SURPRISING WRECK 1. As told to The New York Times in Tim Arango, “How the AOL–Time Warner Merger Went So Wrong,” New York Times, January 10, 2010. For other sources on the AOL–Time Warner merger, see Johnnie L. Roberts, “How It All Fell Apart,” Newsweek, December 9, 2002, and three books

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(New York: HarperCollins, 2004); Alec Klein, Stealing TIME: Steve Case, Jerry Levin, and the Collapse of AOL Time Warner (New York: Simon and Schuster, 2003); and Kara Swisher, There Must Be a Pony In Here Somewhere: The AOL Time Warner Debacle and the Quest for a Digital Future (New York: Crown Business, 2003). 2. Case and

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, January 11, 2000. 6. Steve Lohr, “AOL Merger Turns Tables on Microsoft,” New York Times, January 12, 2000. 7. Kramer defends the AOL–Time Warner merger in Larry Kramer, “Why the AOL–Time Warner Merger Was a Good Idea,” The Daily Beast, Blogs and Stories, May 4, 2009, available at www.thedailybeast.com/blogs-and-stories

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-3989; Applications for Consent to the Transfer of Control of Licenses and Section 214 Authorizations by Time Warner Inc. and America Online, Inc., Transferors, to AOL Time Warner Inc., Transferee,” 16 FCC Rcd. 6547 (2001). 13. Jay Greene, “Case vs. Gates: Playing for the Web Jackpot,” BusinessWeek, June 18, 2001, 42. 14. The

It's Not TV: The Spectacular Rise, Revolution, and Future of HBO

by Felix Gillette and John Koblin  · 1 Nov 2022  · 575pp  · 140,384 words

the verge of selling itself to an internet start-up in the suburbs of Washington, D.C. HBO executives were surprised. The thought of AOL.com owning Time Warner was hard to imagine. HBO’s rank and file typically had little love for their corporate overseers at Time Warner. In the years since

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were outwardly supportive of the deal, HBO’s chief executive Jeffrey Bewkes was vocally opposing the merger. He found the rationale being advanced by AOL boosters—namely, that Time Warner was a bloated, slow-moving, hidebound colossus in need of reinvention—to be not only wrong but also insulting. But for the time

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’s senior management team began adopting the khaki-infused style of the AOL tribe. A smattering of business casual could be seen blooming in every AOL Time Warner conference room. Gerald Levin, a reliable suit-and-tie man for decades, started showing up in public wearing denim shirts and suede shoes that looked

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jets flew overhead in salute. Back in the United States, HBO hosted a series of screenings for veteran groups and schools throughout the summer. Other AOL Time Warner cable networks featured extensive tie-in promotions. Ads for the series flooded newspapers and magazines. Jeep shot a series of Band of Brothers TV commercials

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were roiling HBO’s parent company. In early December 2001, Gerald Levin stunned Wall Street by announcing that he was retiring as the head of AOL Time Warner, to be replaced by his deputy, Richard Parsons. Levin’s big move, the sale to AOL, was looking iffy. The dot-com bubble had recently

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company without dying or being fired. His existence, he told reporters, was about more than just AOL Time Warner earnings. “I need to reclaim my identity,” he said. “I’m about to demonstrate the real me.” After leaving AOL Time Warner, Levin would soon divorce his wife, leave New York City, marry a clairvoyant healer, grow

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make more was paying off handsomely. With each passing month, though, the union between Time Warner and AOL was looking more rocky. Wall Street’s strong initial support for the deal was disappearing. By the summer of 2002, AOL Time Warner shares were trading near an all-time low, having lost more than 80 percent of

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growing deeply embittered. From day one, staffers were free to sell off their newly converted AOL Time Warner stock, but were discouraged from doing so. Word circulated around the offices that if you cashed in a lot of AOL Time Warner stock at one time, you were likely to get a stern note from the bosses

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, Robert Pittman, the conglomerate’s embattled chief operating officer, quit. A few days later, word got out that the Securities and Exchange Commission was investigating AOL Time Warner’s accounting practices. To help quiet the concerns on Wall Street, the company announced that Don Logan, a veteran of Time Inc., and Jeffrey Bewkes

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at HBO gave him a Sharper Image air purifier. It was a nod both to Bewkes’s mild germophobia and also the unhealthy environment in AOL Time Warner corporate offices. “Jeff protected HBO at what could have been a very vulnerable time,” Carmi Zlotnik says. Following his promotion, Bewkes announced that his friend

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be different. Time Warner and AT&T, Bewkes said, “fit together very well culturally.” Watching from the sidelines, Steve Case, the architect of AOL’s calamitous purchase of Time Warner, assessed the situation more succinctly. “Déjà vu,” he wrote on Twitter. Before completion, the deal would have to pass regulatory scrutiny in Washington

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new shapes out of the world, which don’t turn into anything,” Armstrong says. “AOL is going to be the behemoth to which Time Warner clings, and then AOL is gone in a puff of smoke and these things that were everything become nothing.” At the time, Succession wasn’t the only project

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(Kushner), 165 Angels in America (TV series), 165–67, 169 Antholis, Kary, 31–32, 108, 163, 164 anthology series, 46–47 Any Given Wednesday, 291 AOL-Time Warner HBO, impact on, 141–43 merger creating, 133–34 stock performance of, 159–60 See also Time Warner Apatow, Judd, 56, 110, 230–31 Apple

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–45 background and early career of, 77–78 Band of Brothers contract and, 135 as CEO of HBO, 73, 77–79 as co-COO of AOL-Time Warner, 160 dismissive on Netflix’s success, 239, 269 ends tennis coverage, 121–22 From the Earth to the Moon budget approved by, 106–7 on

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Fuchs dismissal, 74 investment in TV series and, 79 sale of Time-Warner to AT&T and, 295–96 Time Warner-AOL merger and, 143 Big Little Lies, 344 Big Love, 187 Binder, Mike, 154 Biondi, Frank, 24, 41 biopics, 59–63 Bitterman, Betty, 119–20, 137

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investment of, 4–5, 16 subscribers (See subscribers/subscription growth) subscription fees, cable operator’s cut of, 6 “Thrilla in Manila” and, 1, 4–5 Time Warner-AOL merger and, 141–43 TV network criticism of, 147–52 VCRs/home rental competition and, 20 Warner Bros. and, 63–64 HBO GO, 183–86

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Dance, The, 215 Last Week Tonight with John Oliver, 326 Lawrence, Martin, 56, 68, 69 Lesser, Nancy, 325 Levin, Gerald, 20, 40, 52, 142–43 AOL-Time Warner merger and, 134 background of, 2 Bewkes and, 77–78 debut of HBO and, 3–4 as HBO chairman, 5–6 retirement of, 154–55

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–14 Parisot, Dean, 46, 246 Parker, Sarah Jessica, 168, 169, 342 Parsifal International, 258 Parsons, Richard Albrecht arrest and, 195 replaces Levin as head of AOL Time Warner, 154–55 Paxton, Bill, 187 PBS, 30 Peak TV, 331–32 Pelecanos, George, 290 Penney, John, 181–82, 204, 212 permanent campaign strategy, 67–68

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, 345 Time, Inc. Ghostbusters licensing fees, shakeup at HBO in response to, 24 launch of HBO and, 2, 3, 4, 5 merger with Warner Communications, 40–41 Time Warner AOL merger and, 133–34, 141–43, 159–60 AT&T spinoff of WarnerMedia and subsequent merger with Discovery, 353–59 HBO’s proposed buyout

The Future of Ideas: The Fate of the Commons in a Connected World

by Lawrence Lessig  · 14 Jul 2001  · 494pp  · 142,285 words

much like the present. Though I don't (yet) believe this view of America Online (AOL), it is the most cynical image of Time Warner's marriage to AOL: the forging of an estate of large-scale networks with power over users to an estate dedicated to almost perfect control over content. That

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began to argue that the market should regulate cable, and the government should stand aside. This would become a familiar pattern. In January 2000, AOL and Time Warner announced to a startled world that they had agreed to merge. Time Warner owned many cable companies; these cable companies would serve AOL content at

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the 'right' commercials. I expect my television to be an impartial box. I also expect the same neutrality of software.” 42 The danger with the AOL-Time Warner merger is the danger that this vertical integration will induce AOL/TW to engage in discrimination—both discrimination in conduits (favoring their own lines over

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the existing concentration in cable broadband, AOL/TW will have a significant incentive to engage in both forms of discrimination.43 And by mid-2001, AOL Time Warner had begun to prohibit advertisements on their sites for competing Internet access providers.44 Discrimination was threatened; discrimination is being realized. AS THE CLINTON administration

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) was a sign of some hope. After a long and extensive investigation into the risks of the proposed AOL-Time Warner merger, the FTC, led by its chairman, Robert Pitofsky, conditioned the merger of AOL and Time Warner upon the essential elements of open access. Access to the cable broadband pipes must be kept open, the

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FTC insisted. Nonaffiliated content must flow without hindrance from AOL or Time Warner. And this unhindered access must include access to Internet-active TV.45 This decision by the FTC was an important breakthrough in the attitude of

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this slide. If DSL providers were given the choice, they too would do the same. Wireless providers are implementing essentially the same sort of control. AOL Time Warner is insisting that code using its network be code that it controls. In all these cases, the pressure to exert control is strong; each step

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bundled Internet Explorer. Microsoft is simply responding to another, very different nonneutral platform—the emerging and dominant platform of America Online. After its merger with Time Warner, AOL and its loyal members are another huge and powerful force influencing the future of the Internet. AOL is not an operating system, but for almost

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Internet, it is in effect an operating system. Functionality is served in the AOL suite of software; functionality beyond that is not. These two companies—AOL Time Warner and Microsoft—will define the next five years of the Internet's life. Neither company has committed itself to a neutral and open platform.8

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. We are left not with the edge-controlled intelligence of the [end-to-end] network but with the central authoritarian control of the likes of AOL Time Warner.9 The irony astounds. We win the political struggle against state control so as to reentrench control in the name of the market. We fight

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Richard Waters, “Appeals Court Overrules Curbs on Cable TV Ownership in U.S. Federal Rules,” Financial Times, March 3, 2001, 7. As of March 2001, AOL-Time Warner's cable market share was about 20 percent, while AT&T's share stood at 42 percent (including AT&T's purchase of MediaOne Group

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in the market for traditional video programming.” Daniel L. Rubinfeld and Hal J. Singer, “Vertical Foreclosure in High Technology Industries: A Case Study of the AOL Time Warner Merger” (Rubinfeld-Singer White Paper), 10. Rubinfeld believes the vertical integration of cable will create an incentive to pursue two foreclosure strategies: (1) conduit discrimination

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Inventor (San Francisco: HarperSanFrancisco, 1999), 130. 43 See Daniel L. Rubinfeld and Hal J. Singer, “Open Access to Broadband Networks: A Case Study of the AOL/Time Warner Merger,” Berkeley Technology Law Journal 16 (2001): 631, 672 (“Our analysis has shown that a policy of . . . conduit discrimination may be profitable post acquisition [and

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both a transmission medium and the information that flows over it. Open access is a particular concern. . . . Powerful corporations like AT&T and the proposed AOL Time Warner would have the power to balkanize the broadband Internet for their own purposes, with no legal reason to open their networks to competitors.” “Convergence Raises

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Times, January 31, 2000, available at http://www.nytimes.com/library/tech/00/ 01/biztech/articles/31digi.html. 45 See Federal Trade Commission, “FTC Approves AOL/Time Warner Merger with Conditions,” December 14, 2000, http://www.ftc.gov/opa/2000/12/aol.htm; Federal Trade Commission, Docket No. C-3989. See also John

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R. Wilke, “AOL and Time-Warner Pledge Cable Access to Ease FTC Fears,” Wall Street Journal, December 14, 2000. 46 Or alternatively, a tragedy of an anticommons. The opportunity for any

Googled: The End of the World as We Know It

by Ken Auletta  · 1 Jan 2009  · 532pp  · 139,706 words

advertising concern, among other holdings. Short and pugnacious, Karmazin was by his own admission “always paranoid” about competitors. Two of Viacom’s biggest competitors, AOL and Time Warner, had merged to forge the world’s largest media conglomerate, and Karmazin was on the prowl for new business partners. The son of a Queens

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, to save them. The media buzzwords were convergence and synergy. The common credo was that the advantage accrued to vertically integrated corporate giants—to Viacom, AOL Time Warner, News Corporation, Disney, Gannett, Tribune—those able to control every step in the process from an idea to its manufacture to its distribution. The synergies

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. Tim Armstrong was attending meetings in Mountain View when Eric Schmidt entered and whispered, “We’re about to lose AOL to Microsoft.” The merger between AOL and Time Warner was not working; the touted synergies had not materialized. Into this chaos stepped Microsoft, determined to catch up in search. Back when Google was

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Time Warner, where she held a number of senior positions, including president of Time magazine and vice president of investor relations during the merger of AOL and Time Warner, when everyone feared layoffs, turf battles, a stock price drop, and senior management at the joined companies vied to mirror the Ottoman Empire, where

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expires in 2010, as Time Warner was when Google announced in early 2009 that it would sell its 5 percent stake in AOL, cheapening the value of AOL and of Time Warner’s stock. Microsoft needs no reminders that Google is their enemy and was reminded of this in July 2009 when Google announced

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-powered sailboat. Will their attention wander from Google? Today, Google appears impregnable. But a decade ago so did AOL, and so did the combination of AOL Time Warner. “There is nothing about their model that makes them invulnerable,” Clayton Christensen, Harvard business historian and author of the seminal The Innovators Dilemma, told me

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Street Journal, January 16, 2009. 133 ”thinking they had the deal done“: author interview with Tim Armstrong, February 28, 2008 133 Google and AOL reached agreement: Google and Time Warner AOL press release, December 20, 2005. 134 ”so fearful of Google“: Mylene Mangalindan and Robert A. Guth, ”EBay Talks to Microsoft, Yahoo About

The Wisdom of Finance: Discovering Humanity in the World of Risk and Return

by Mihir Desai  · 22 May 2017  · 239pp  · 69,496 words

with romantic relationships by exploring how romance and finance have been intertwined from Renaissance Florence to the rise of the Rothschilds to the merger of AOL and Time Warner. The next two chapters combine the lessons of risk from asset pricing with the messiness of corporate finance by exploring the idea of debt

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they had met in the City of Love. That whirlwind romance, impulsive marriage, and massive flameout constitute a thinly disguised story of the merger between AOL and Time Warner in 2000. I’ve dressed it up as a fairy tale, but, otherwise, the actual story was that dramatic. Our “December” was Jerry Levin

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be, with its twenty million subscribers. Time Warner was a stodgy media company with prized assets that just couldn’t figure out the internet. The AOL–Time Warner merger was enormous, a combined value of nearly $350 billion, and magical. Veteran venture capitalist Roger McNamee said at the time, somewhat breathlessly, “Let’s

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the time it all was done, views had changed. Turner, having lost a good chunk of his wealth but not his hyperbolic manner, declared “the Time Warner–AOL merger should pass into history like the Vietnam War and the Iraq and Afghanistan wars. It’s one of the biggest disasters that have occurred

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market value was destroyed. It’s little solace to the shareholders and employees that got crushed in the AOL–Time Warner merger, but the truth is that many, and some say most, mergers fail. And the failures of AOL–Time Warner are representative of the most common mistakes. So, what went wrong in the marriage of

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AOL and Time Warner? Just about everything—and, in fact, the mistakes read like a playbook for disaster drawn from the finance

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folklore of what makes mergers succeed or fail. With only minimal revision, the mistakes of AOL –Time Warner might just as easily be a playbook for disaster drawn from matrimonial folklore of what makes marriages succeed or fail—just substitute people for the

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+ 1 = 3 logic is tempting—we will quickly change the other organization to help realize the great value that can emerge from the union. For AOL and Time Warner, it was the promise of cross-selling opportunities and content sharing. Those opportunities were never realized for cultural and marketing reasons. In many ways

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, AOL and Time Warner effectively remained separate entities, never growing together in any meaningful sense. The illusory promise of quickly changing a target to realize synergies is usually accompanied

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deals. Integrating the headquarters, merging sales forces, and combining back offices always sounds easy but is costly and takes longer than anyone expects. In the AOL–Time Warner example, it became clear early on that integration would be painful when they couldn’t even adopt a common email platform. This is also known

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hard, given the joint decision making they imply—but they are the only occasions when the logic of 1 + 1 = 3 is even feasible. AOL and Time Warner had the worst of all worlds—AOL went in thinking that they were dominant, and Time Warner became dominant as soon as the deal was

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the work,” and execution: For all the finance in mergers, any practitioner will tell you that culture and execution are everything. Dick Parsons said that AOL and Time Warner were “like different species, and in fact, they were species that were inherently at war.” The supposed opportunities for cross-selling and synergies that

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, in a tweet, no less, “Thomas Edison: ‘Vision without execution is hallucination’—pretty much sums up AOL/TW—failure of leadership (myself included).” While the AOL–Time Warner debacle provides a cautionary tale about mergers and serves to embody the folklore around mergers and marriages gone wrong, it leaves open many deeper questions

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, Claire Cain, and Quoctrung Bui. “Equality in Marriages Grows, and So Does Class Divide.” New York Times, February 27, 2016. The account of the AOL–Time Warner merger is based on Okrent, Daniel. “AOL–Time Warner Merger: Happily Ever After?” Time, January 24, 2000; Klein, Alec. Stealing Time: Steve Case, Jerry Levin, and the Collapse of

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AOL Time Warner. New York: Simon & Schuster, 2003; Munk, Nina. Fools Rush In: Steve Case, Jerry Levin, and the Unmaking of AOL Time Warner. New York: Harper-Business, 2004; Arango, Tim. “How the AOL–Time Warner Merger Went So Wrong.” New York Times, January 10, 2010; Marriage from

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Hell: The Breakup of AOL Time Warner. United States: CNBC, January 6, 2010. News Documentary; Barnett, Emma, and Amanda

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Andrews. “AOL Merger Was the Biggest Mistake in Corporate History, Believes Time Warner Chief Jeff Bewkes.” Telegraph, September 28, 2010; and Perez-Pena, Richard. “Time Warner Board Backs AOL Spinoff.” New York Times, May 28

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: Money’s Prophets, 1798–1848, 322. “Let’s be clear”: Munk, Fools Rush In, 180. “I did it as”: Klein, Stealing Time, 102. “the Time Warner–AOL merger should”: Arango, “How the AOL–Time Warner Merger Went So Wrong.” http://www.nytimes.com/2010/01/11/business/media/11merger.html. “It was the biggest mistake”: Barnett and

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-Warner-chief-Jeff-Bewkes.html. “we need to”: Munk, Fools Rush In, 264. “like different species”: in Arango, “How the AOL–Time Warner Merger Went So Wrong.” “Thomas Edison”: Perez-Pena, “Time Warner Board Backs AOL Spinoff.” http://www.nytimes.com/2009/05/29/business/media/29warner.html. “Business relationships, like”: Lampe to Nasser, “The Firestone

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-agent problem alpha, 71–73 alternative assets industry, 73–74 American Airlines, bankruptcy, 9, 151–52, 156–60 American Psycho (Ellis), 165 annuities, 25–29 AOL–Time Warner merger, 107–112 Apple, 77–78, 83 Archimedes, 124 Aristotle, 42, 55–56 Arnolfini Portrait, The (van Eyck), 97 (illus.), 103 Arpey, Gerard, 151–52

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Mars, Kenneth, 93 Mariani, Paul, 33 McNamee, Roger, 108 Melville, Herman, 46–49 Merchant of Venice, The (Shakespeare), 8, 120 (illus.), 122–23 mergers, 8 AOL–Time Warner merger mistakes, 109–12 asymmetric mergers (bolt-on acquisitions), 111 Ford Motor and Firestone Tire partnership, 117–18 General Motors and Fisher Body merger, 113

Americana: A 400-Year History of American Capitalism

by Bhu Srinivasan  · 25 Sep 2017  · 801pp  · 209,348 words

AOL’s. Yet it fell to the illusion of the Internet bubble, putting too much faith in the wisdom of the stock market: Time Warner agreed to merge with AOL on a 45/55 basis. AOL shareholders received 55 percent of the new entity, Time Warner 45 percent. It was the greatest heist

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to the cruelty, Time Warner already owned its part of the high-speed broadband future—it controlled actual wires into millions of homes through Time Warner Cable. Within years, AOL’s subscriber growth, revenues, and profits proved to be a blip—the dial-up leader being the equivalent of Oldsmobile, the largest automobile

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of the market came to bear, several of the highest-profile dot-com companies shed 99 percent of their value. This collapse was evident with AOL Time Warner. After AOL shareholders received the majority interest in the merged company, a decade later AOL was spun off again as an independent company. This time

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sections of the aforementioned publications on July 7, 1980. Von Meister soon formed: Alec Klein, Stealing Time: Steve Case, Jerry Levin, and the Collapse of AOL Time Warner (New York: Simon & Schuster, 2003), 14–16. with great fanfare: Ibid., 15–16. wildly popular Commodore 64: Ibid., 33. Quantum had nearly: Ibid., 35. service

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Annual Report (Washington DC: Securities and Exchange Commission, 2000). the greatest heist: Nina Munk, Fools Rush In: Steve Case, Jerry Levin, and the Unmaking of AOL Time Warner (New York: Harper Business, 2004), 156. “Just One More Bubble”: “If You Can Make It in Silicon Valley, You Can Make It . . . in Silicon Valley

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: Broadway Books, 2001. Kissinger, Henry. White House Years. New York: Little, Brown, 1979. Klein, Alec. Stealing Time: Steve Case, Jerry Levin, and the Collapse of AOL Time Warner. New York: Simon & Schuster, 2003. Klein, Maury. The Life and Legend of Jay Gould. Baltimore: Johns Hopkins University Press, 1997. Kobler, John. Capone: The Life

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. American Journalism: A History, 1690–1960. 3rd edition. New York: Macmillan, 1962. Munk, Nina. Fools Rush In: Steve Case, Jerry Levin, and the Unmaking of AOL Time Warner. New York: Harper Business, 2004. Nasaw, David. Andrew Carnegie. New York: Penguin, 2006. ———. The Chief: The Life of William Randolph Hearst. Boston: Houghton Mifflin, 2001

Cable Cowboy

by Mark Robichaux  · 19 Oct 2002

terrorist attacks of September 11, 2001, further accelerated a recession that battered media stocks in nearly every sector. Synergies and savings were elusive. By 2002, AOL–Time Warner would lose more than $100 billion in shareholder value since the merger announcement, amid rumors the behemouth might be dismantled. Vivendi, a French water utility

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its strategy to remake Ma Bell into a cable powerhouse, Malone agitated for change. He stirred intrigue with his 4 percent stake in entertainment giant AOL Time Warner, sparking rumors that he and his old buddy Ted Turner might stage a takeover. And in the years that followed, Malone struck more deals, assembling

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summer to plot strategic possibilities. Hindery, a longtime cable guy, closed ranks with Time Warner and promised that AT&T would never talk with AOL without talking to Time Warner first. The men even discussed a poison pill for Time Warner Entertainment. Armstrong also needed a pact with Cablevision Systems Corporation, the Long

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with AOL about open access or any related issues. That would have been in direct violation of Hindery’s promise to confer with Time Warner before ever talking with AOL; and it couldn’t have happened without the knowledge of Hindery, head cable honcho at AT&T. The following morning, Hindery heard from

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to accumulate a number of large investments in media leaders: 8 percent equity interest in News Corp., 18 percent of General Instrument, 9 percent of AOL Time Warner, 22 percent of TeleWest Communications, 49 percent of Discovery Communications, 21 percent in USA Networks (still run by his friend Barry Diller), and a 43

…

for the cable assets that AT&T had assembled at a cost of more than $100 billion—roughly $80 billion after sales of particular assetts. AOL Time Warner and others immediately descended, ready to fight over the pieces for themselves. For a storied institution such as AT&T, and particularly for Michael Armstrong

…

all of it. “Like I told Turner,” Malone said later, “‘When you sell, sell! Get out!’ ” Turner, like Malone, would lose a paper fortune in AOL Time Warner stock after AOL’s values evaporated with the Internet crash. The same day Malone resigned, Malone went to war with AT&T, essentially having an

…

? Much like his investing hero, Warren Buffet, Malone had assembled inf luential stakes in a portfolio of dominant media companies. Liberty owned 4 percent of AOL Time Warner, the world’s largest media corporation; 18 percent of News Corp., second only to Rupert Murdoch; 20 percent of Sprint Corporation’s Sprint PCS; 273

…

UGC, was as eager as Malone to push overseas for new business. When AT&T conceded that its cable systems were formally up for sale, AOL Time Warner and Cox jumped into the fray. Microsoft lurked in the wings, too, promising to back the Cox and Comcast bids in order to block the

…

.f.qxd 8/28/02 9:54 AM Page 276 276 C A B L E C O W B OY considered a real threat, AOL Time Warner. Handicapping who would end up with the TCI and Media One cable systems came down to this: Who could craft the most lucrative, face-saving

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, Comcast scooped away AT&T’s hard-won cable holdings and became the nation’s number one cable operator, with 22 million subscribers—zooming past AOL Time Warner. The Roberts family, who had a 33 percent voting control of the combined company, compared with an 87.5 percent voting stake in Comcast, promised

…

with a tiny system in Tupelo, was in some ways an anachronism in an industry where few original cable entrepreneurs were still around. AOL’s acquisition of Time Warner Inc. capped a string of deals that collectively put well over half of cable subscribers in the hands of nontraditional cable companies for the

…

Classics (AMC), 60, 115 American Television & Communications (ATC) Corporation, 82, 85, 91 America Online (AOL), 157, 211, 236, 255–257, 263 Antileapfrogging rule, 54, 55 AOL Time Warner, 260, 265, 270, 272, 273, 275–277 Armstrong, C. Michael: AT&T breakup and, 269–271, 276 in AT&T-TCI merger, 232–238, 241

…

, 51–53, 62 TeleWest, 127, 260, 274 Teligent, 267 Thomson, Robert, 79, 149 Tiger Incorporated, 43 Time Inc., 50, 51, 82, 85, 90 Times Mirror Company, 62 Time Warner: AOL buyout of, 157, 265 AT&T cable deals and, 254 –255, 257–258 Cablevision purchase by, 160 Full Service Network, 125, 153 Murdoch and

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West stake in, 127 Time Warner Entertainment, 252, 255 TINTA, 182 TNT, 89 Tracking stocks, 159, 238, 246 –247, 252, 261, 262, 269 Turner, Ted: AOL Time Warner and, 272 CNN started by, 58 early cable T V ventures of, 52–56 f inancial troubles of, 90 –92 at Magness’s funeral, 193

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, see The Master Switch, 274–75. *2 Example: +++, ATDT (416) 225-9492. *3 The movie also proved an opportunity for the first meetings between AOL and Time Warner executives: Steve Case and Jerry Levin met at a White House screening of the film. See The Master Switch, chapter 19. *4 The “floppy” disk

…

billion. Comcast’s investment in BuzzFeed was at last a consummation of the union between the old and the new media such as Microsoft and AOL–Time Warner had once contemplated, though now involving far less money than in those headier days. For comparison’s sake, though, it is worth remarking that The

…

Force to Be Reckoned With,” Popular Science 243, no. 3 (1993) : 17. 2. Alec Klein, Stealing Time: Steve Case, Jerry Levin, and the Collapse of AOL Time Warner (New York: Simon & Schuster, 2004), 10. 3. Robert D. Shapiro, “This Is Not Your Father’s Prodigy,” Wired, June 1, 1993, http://www.wired.com

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by Vijay Singal  · 15 Jun 2004  · 369pp  · 128,349 words

. The current holders of IBM could buy more, and investors who did not own IBM could also buy IBM stock. On the other hand, consider AOL Time Warner’s revelation of a fact-finding inquiry by the SEC into its accounting practices on July 24, 2002 (a negative event). Investors who owned AOL

…

, any particular event is likely to have a much larger impact on a smaller company than on a larger firm. A new marketing relationship with AOL Time Warner will be more valuable to Flowers.com than to Amazon.com because Amazon.com is a much larger company with many established channels for selling

…

receive cash because there is no uncertainty about the amount of money. As an example, consider the AOL–Time Warner merger, where AOL agreed to pay 1.5 shares of its stock for each share of Time Warner stock. AOL’s price before announcement of the bid was $73 per share. With a 1.5 share

…

rise to the bidder’s offer, traders can make arbitrage profits by strategic execution. An all-stock merger such as America Online’s (NYSE: AOL) acquisition of Time Warner (NYSE: TWX) is a good example. The merger was announced after the close on January 7, 2000 (a Friday). AOL agreed to pay 1

…

riskless profit of almost 20 percent with zero investment. Everyone would want to earn profits of this magnitude. Obviously, the completion cannot be immediate. The AOL–Time Warner merger was completed on January 11, 2001—almost exactly one year later. The price of Time Warner had fallen to $71.19 but was 1

…

the documented returns may be unattainable. Further, annualizing short-period returns can result in large returns that cannot be realistically obtained. For example, if the AOL–Time Warner merger was consummated in ten days instead of one year, then the ten-day return would have been 20 percent and the annualized return more

…

, several other mutual funds practice merger arbitrage. For example, Fred Alger Management (manager of Alger mutual funds) changed its holdings to take advantage of the AOL–Time Warner merger that was announced in January 2000, as the numbers below illustrate. Fred Alger Management sold several million shares of AOL (acquirer) while at the

…

the reduction in AOL shares is larger than the increase in Time Warner, in part due to the exchange ratio of 1.5 AOL shares for each Time Warner share. Holdings Time Warner AOL December 1999 51,900 6,915,790 March 2000 1,584,000 4,297,950 Change +1,532,100 –2,617,840

…

change with a change in the acquirer’s stock price. 2. Stock mergers. For stock deals where the exchange ratio is fixed (as in the AOL–Time Warner deal), the acquirer’s stock must be sold short. The quantity to short-sell depends on the number of shares promised by the acquirer for

…

) 500 index changes administrative efficiency. See market efficiency aftermarket returns. See initial public offerings (IPOs) Allen, Robert, 3 Amazon.com, 58, 143 America Online. See AOL Time Warner American depository receipts (ADRs), 247, 250–51, 253 analysts industry momentum, 83 initial public offerings, 306 insiders compared with, 136– 37 news type, 75 recommendations

…

, 299 unprofitable anomalies, 17– 19 Value Line Investment Survey, 300 volume of research on, ix weekend effect, 40–54 antitrust concerns, 209, 216, 223, 225 AOL Time Warner, 65, 198–200, 210, 215 arbitrage activity arbitrage pricing theory (APT), 8 arbitrageurs, 174, 210–11 defined, 4 effect on anomalies, 19 forward rate bias

…

tender offers, 309–10. See also mergers and acquisitions Thaler, Dick, 284–85 Thomson Financial Network, 148, 156, 159, 219 3Com, 16, 164 Time Warner, 199. See also AOL Time Warner Toronto Stock Exchange, 204 tracking error, 168, 173, 174, 181, 192 trading and transaction costs. See also bid-ask spread components of

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chief, helping to create an extraordinary public profile for the company, one that formally turned tech into media. That in turn led to Time Warner’s disastrous merger with AOL, among other results, cementing the impression that technology-led media companies were a thing apart from old-fashioned entertainment and journalism media companies

…

(Disney owning the other 50 percent), was lifted from the fading fortunes of magazines and the dismal fate of its newspapers. Time Warner dumped its music business (Warner Music), its Internet business (AOL), its book business (Warner Books and Little, Brown), its cable system (Time Warner Cable), and its magazine company (Time Inc.), keeping

…

, who built Viacom; Tom Freston, who came out of MTV to run Viacom; Bob Pittman, MTV’s founder, who spearheaded the rise of AOL and its merger with Time Warner, and who now runs Clear Channel; Philippe Dauman, the current CEO of Viacom; and Ted Turner, in many ways the originator of the

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