Dissident shareholders led by Carl Icahn are looking at splitting Time Warner into four separate companies as part of a more radical restructuring of the media group than they have put forward so far, according to people familiar with the discussions.
The final plan, which will form the basis of a proxy fight for board control, is still in the process of being developed by Lazard, the investment bank hired this week by Mr Icahn to analyse “strategic alternatives”, and might come up with a different conclusion.
Mr Icahn and Bruce Wasserstein, head of Lazard, are approaching media industry executives to join a slate of eight rival board directors. “The kind of people we are looking for are those that believe Time Warner’s business would work better as separate entities,” said a person involved in discussions.
Mr Icahn, whose investor group owns just under 3 per cent of Time Warner and is proposing one of the most ambitious fights for corporate control undertaken, has already called on Dick Parsons, chairman and chief executive of Time Warner, to spin off 100 per cent of the group’s cable operations.
Mr Parsons has defended the group’s structure, the result of numerous mergers including the ill-fated one between AOL and Time Warner at the height of the internet boom. Other media groups, such as Viacom, are preparing to undo mergers by splitting up, a plan on which Lazard advised Sumner Redstone, who controls Viacom.
The suggested break-up at Time Warner would go further, leading to four companies: Time Warner Cable; the AOL internet business; the Time Inc publishing business; and the content business consisting of the Warner Brothers studios and cable channels such as HBO and CNN.
Mr Icahn was not immediately available for comment and Lazard declined to comment. However, Mr Icahn has indicated he thinks Time Warner is in need of “radical restructuring”, and that he has a high regard for its individual businesses but sees the “top layer” as wasteful.
A more radical revamp, which went beyond the $20bn stock buyback and cable spin-off mooted by Mr Icahn, might excite more investors, who have not publicly backed him so far.
The scale of Time Warner – the media group’s market capitalisation is $84bn – means that Mr Icahn needs nearly 50 per cent of investors to back him.
A further obstacle is that Mr Parsons, who took over at a time of turmoil at Time Warner, is well-regarded.
Analysts said this meant they would be willing to give him more time to lift Time Warner’s share price, especially in light of the poor performance of media stocks overall.
Much will depend on whether Mr Icahn and Mr Wasserstein can pull together an impressive slate of alternative directors. ‘We have to put forward a slate with media luminaries,” said a person involved. “This is probably the hardest task of all.”
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