We Study Billionaires - The Investor’s Podcast Network - TIP619: The Cable Cowboy: John Malone w/ Kyle Grieve

Episode Date: March 31, 2024

In today’s episode, Kyle Grieve discusses the book Cable Cowboy: John Malone and the Rise of the Modern Cable Business. He covers why and how John Malone was such a prodigious creator of value, how ...he aligned himself with shareholders, how he helped build his monopoly-like business, TCI, how he dealt with competitors and regulators, why he trained Wall Street to see value differently, why Malone despised paying taxes, how Malone engineered deals to enrich himself and shareholder simultaneously, and much more! IN THIS EPISODE YOU’LL LEARN: 00:00 - Intro 07:41 - Why John Malone chose to work for TCI at a significant discount 09:52 - How Malone kept costs down to maximize cash flow 16:24 - How John Malone used his knowledge of scale and leverage to build TCI 19:08 - How John created his accounting terms to best display TCI's abilities to create value 27:57 - How Malone used his scale advantages to secure better rates from programmers 36:34 - The monopoly-like power that TCI could yield that featured its bargaining power 38:17 - How Malone created life-changing wealth for himself from the Liberty Media spin-off 42:54 - Why John invented the 500-channel offering and how it protected the cable industry 45:51 - Malone's tactics to try and divert attention away from TCI's monopoly-like power 50:58 - How John Malone quickly improved TCI's financial statements through industry consolidation Disclaimer: Slight discrepancies in the timestamps may occur due to podcast platform differences. BOOKS AND RESOURCES Join the exclusive TIP Mastermind Community to engage in meaningful stock investing discussions with Stig, Clay, Kyle, and the other community members. Get Cable Cowboy here Learn more about the Berkshire Summit by clicking here or emailing Clay at clay@theinvestorspodcast.com Follow Kyle on Twitter and LinkedIn Check out all the books mentioned and discussed in our podcast episodes here. Enjoy ad-free episodes when you subscribe to our Premium Feed. NEW TO THE SHOW? Follow our official social media accounts: X (Twitter) | LinkedIn | Instagram | Facebook | TikTok. Check out our We Study Billionaires Starter Packs. Browse through all our episodes (complete with transcripts) here. Try our tool for picking stock winners and managing our portfolios: TIP Finance Tool. Enjoy exclusive perks from our favorite Apps and Services. Stay up-to-date on financial markets and investing strategies through our daily newsletter, We Study Markets. Learn how to better start, manage, and grow your business with the best business podcasts. SPONSORS Support our free podcast by supporting our sponsors: Bluehost Fintool PrizePicks Vanta Onramp SimpleMining Fundrise TurboTax HELP US OUT! Help us reach new listeners by leaving us a rating and review on Apple Podcasts! It takes less than 30 seconds, and really helps our show grow, which allows us to bring on even better guests for you all! Thank you – we really appreciate it! Support our show by becoming a premium member! https://theinvestorspodcastnetwork.supportingcast.fm Support our show by becoming a premium member! https://theinvestorspodcastnetwork.supportingcast.fm Support our show by becoming a premium member! https://theinvestorspodcastnetwork.supportingcast.fm Support our show by becoming a premium member! https://theinvestorspodcastnetwork.supportingcast.fm Support our show by becoming a premium member! https://theinvestorspodcastnetwork.supportingcast.fm Support our show by becoming a premium member! https://theinvestorspodcastnetwork.supportingcast.fm Support our show by becoming a premium member! https://theinvestorspodcastnetwork.supportingcast.fm Support our show by becoming a premium member! https://theinvestorspodcastnetwork.supportingcast.fm Support our show by becoming a premium member! https://theinvestorspodcastnetwork.supportingcast.fm Support our show by becoming a premium member! https://theinvestorspodcastnetwork.supportingcast.fm Learn more about your ad choices. Visit megaphone.fm/adchoices Support our show by becoming a premium member! https://theinvestorspodcastnetwork.supportingcast.fm

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Starting point is 00:00:00 You're listening to TIP. The first time I heard of John Malone was reading The Outsiders by William Thorndyke. I found John's story in the book very captivating. When I learned there was a book written about him, I eagerly read it and basked in the education I gained from reading it. John Malone understood capital allocation better than most CEOs I've ever encountered. He understood taxes, alignment, his industry, and shareholder value at an incredibly high level. He also knew his advantages and disadvantages and leveraged all of them to help him make a fortune for shareholders of TCI, and Liberty Media, including himself. John was forced to navigate the regulatory headwinds constantly
Starting point is 00:00:35 thrown at him. He consistently had to try to downplay TCI's power to keep creating value for shareholders. And the value he made was phenomenal, compounding value for TCI shareholders at around 33% for 26 years. While researching John, one thing that stood out to me was his heavy emphasis on creating shareholder value. During the beginning of his career, this was his sole focus. As a result, his net worth was increasing, but less than similarly positioned people in the cable industry. In one of the rare instances I've seen, he was able to pat his pockets very quickly while generating life-changing wealth for his shareholders. John Malone was a faithful steward of shareholder value and did everything he could to uphold that value. If you want to deep dive into one of the
Starting point is 00:01:17 greatest value creators in history, you won't want to miss this episode. Now, let's get into this week's episode discussing the Cable Cowboy, John Malone. Celebrating 10 years and more than 150 million downloads. You are listening to the Investors Podcast Network. Since 2014, we studied the financial markets and read the books that influence self-made billionaires the most. We keep you informed and prepared for the unexpected. Now, for your host, Kyle Greve.
Starting point is 00:01:49 Welcome to the Investors Podcast. I'm your host, Kyle Grieve, and today we'll be discussing a book about one of the best CEOs of all time. That book is called The Cable Cowboy by Mark Robichow. The CEO is John Malone, was one of the greatest creators of wealth you'll ever come across. From a pure value creation standpoint, here are some of his achievements for shareholders.
Starting point is 00:02:19 Investing $10,000 in 1973 would have grown to nearly $3 million by the end of 1999. If an investor bought $100 of TCI stock in 1973, participated in the spin-offer, and stock splits and mimicked John's trades, they would have had $181,200 in 1991. John made millionaires out of many of his employees cementing their loyalty to him. A thousand shares of TCI stock bought by employees for $875 in 1976 were worth $450,000 by the end of the 1980s due to two spin-offs, 12 stock splits, and an ever-increasing share stock
Starting point is 00:02:58 price. Because of this, in the first 16 years that John was in general, you know, charge of TCI, not one executive left for another job. If you've ever read outsiders or listened to We Study Billionaires Episode 555, you have heard of John Malone. In case you need a quick refresher on the characteristics of William Thorndyke's outsider CEOs, they are intelligent capital allocation, focus on investing capital into high return opportunities, focusing on per share value creation, which means increasing revenues, earnings or cash flows in an easy way. CEOs focused on per share value creation. Increasing revenues, earnings, or cash flow is pretty easy.
Starting point is 00:03:38 Overspend and buy another business with your own shares, which is instantly accretive to these metrics. The best CEOs know this is not how you create value. You want per share earnings and cash flows to increase. The CEOs were masters of decentralization. They delegated certain tasks to other people to allow them to allocate capital most intelligently. The CEOs skipped the limelight. The outsider CEOs preferred to be known. non-promotional and spent a lot less time attempting to impress Wall Street analysis compared to their peers. The CEOs had patience. Only make deals that are also good capital allocation decisions. If it doesn't make sense, skip it and wait until the opportunity comes up at a future date. The CEOs made very bold acquisitions. If the right acquisition targets come along with a large
Starting point is 00:04:22 price tag, feel free to pull the trigger if it makes sense for value creation. The CEO stayed rational. They didn't follow the industry if the industry was not aligned with creating shareholder value. And lastly, the CEOs focus on the long term. If a short-term loss results in a long-term gain, pull the trigger. Outsider CEOs rarely spent time thinking about how to impress shareholders in the next quarter. They were thinking many years ahead. John Malone ticked many of these boxes. He never issued dividends.
Starting point is 00:04:50 Capital will be put to better use inside of the business. He made several large acquisitions. He took advantage of a decentralized business structure and kept a lean work staff in place. He flew against traditional work. Wall Street dogma of focusing on earnings and instead focused on cash flows, which showed a more accurate economic reality for TCI. Since TCI rarely showed profits, they barely pay taxes, giving them more money to reinvest in more businesses. Today we'll be going over a very good book, as I previously said, called Cable Cowboy, John Malone, and the Rise of the Modern TV Business
Starting point is 00:05:23 by Mark Robeshow. To start, I want to give a quick backstory to the author and why he was the right person to write this book. Mark was, quote, fascinated by the cast of underfunded cowboys who had wanted merely to make a buck by building a rural antenna service. Their vision always seemed just beyond their grasp, and they often stumbled in running to reach it. Now the same spider's web of copper lines across the country was suddenly the single fastest route to the internet, promising a stunning array of services, it would be unmatched in capacity and speed, the most sophisticated wired system in the world. The tapestry of events that led to Cable's dominance was connected by a single thread, John Malone. Unquote. As impressive as a CEO as John Malone was to his shareholders,
Starting point is 00:06:08 there was also a dark side to much of what he did and a negative perception to many of his tactics. Many saw him as a modern-day robber baron, who used his monopolistic power as a means to extract cash from customers while providing mediocre service. This gave rise to many notorious nicknames for John, such as Darth Vader and Genghis Khan. and the Godfather. Like many of the monopolistic titans that came before him, such as Andrew Carnegie, John D. Rockefeller, and J.P. Morgan, quick success requires paying a heavy toll.
Starting point is 00:06:36 In John Malone's case, this was being the center of regulation in his industry and personal vendettas against him from high-ranking government officials. I think Mark Robeshoe did a great job in this book of giving an impartial view of John Malone. So hopefully, by the end of the episode, you can make your own informed decision. Before we get into the nitty-gritty of John Malone's time at TCI, I want to first discuss a little bit about his childhood, as I think it does have a large impact on his adult life. John's father was an engineer and his mother a school teacher.
Starting point is 00:07:03 As early as age six, he could be found tinkering with radios and TVs, so his affinity for technology was quite high from a young age. At 15, John, quote, bid for N1, a bin of radios for a dollar apiece from a GE small appliance outlet in Bridgeport. His father had told him about the radios which had been returned to GE for malfunctions. Using his father's test equipment out in the barn, Malone would repair and sell them for $3 each, unquote. As a young adult, he studied engineering and economics at Yale. While working at Bell Labs, he received an advanced degree in industrial management at Johns Hopkins University.
Starting point is 00:07:37 He eventually earned a PhD in operations research. Now, before joining TCI, John Malone had two jobs that impacted how he would run TCI. Number one was working at Bell Labs at AT&T. He lasted only a few years. One of the primary reasons that he left was that he was fed up by the overly bureaucratic culture that they'd installed. Number two was working as a consultant for McKinsey. While there, he learned how to identify an attractive industry. During this time, he was introduced to the cable industry and it captivated his attention.
Starting point is 00:08:07 As William Thorndyke points out in The Outsiders, Malone liked three primary characteristics of the cable industry. Quote, the highly predictable utility-like revenues, the favorable tax characteristics, and the fact that it was growing like a weed. unquote. Another lesson John Malone learned from his time of McKinsey was his knowledge of corporate structures. He got the chance to speak to many large corporations, and he found patterns in the way corporations operated that he thought were subpar at best. He used his background in engineering to use first principles to best understand how corporations could better be run. Quote, the best ideas were sometimes hidden, or they were lost on senior executives. By laying the patterns Spare, studying in detail the disparate parts, not unlike disassembling a radio, he learned
Starting point is 00:08:52 how big corporations don't work. Let's discuss the formulation of TCI to give you a bit of backstory to what John Malone was about to sign up for. Bob Magnus was the founder of Telecommunications Inc., which I'll call TCI from here on out. For all intents and purposes, Bob was a cowboy. Robichael writes, quote, TCI was born in the scrubland of Western Texas in 1952 when Bob Magnus, a part-time rancher with a weakness for whiskey and gambling, gleaned from a couple of hitchhikers a nifty investment idea that almost bankrupted him, unquote. Bob had seated TCI with proceeds from
Starting point is 00:09:26 mortgaging his own home. The problem Bob Magnus was trying to solve was that rural and valley towns in America did not have access to big city broadcast signals. Entrepreneurs would run a wire through the towns called Community Antenna, CATV, and charge users four to five bucks a month for access to the CATV. This was where Bob thought he could hit it big. Bob liked the business and found some interesting tax laws that would help him grow his business. Robeshaw wrote, quote, cable operators could gradually write off the costs of their systems over a number of years, allowing them to reduce the leftover profits they reported as earnings and thereby sheltering a healthy cash flow from taxation. And once they had written off most of the value of a cable system's
Starting point is 00:10:07 assets, they could sell it to a new owner who could begin the tax-eluding depreciation cycle all over again. unquote. The simple way to understand the cable business back in the 1970s were that there were two primary segments. One was the operators and two were the programmers. TCI started as an operator, owning the back end of TV, but not the programming. Eventually, they made their way into programming. Now, TCI's first attempt at programming was as entry level as you could possibly imagine. They aimed a TV camera at a news ticker service, another on a thermometer, and occasionally, you'd have a camera focused on a goldfish bowl. But cable TV was a profitable industry to be in during the early days.
Starting point is 00:10:46 Quote, cable TV systems to every new owner's delight generated bundles of cash from installation charges, 100 to $300 a customer in the 1970s, and a monthly service fee of $5 to $20. The average cable system enjoyed a profit margin of 57%, far better than most other businesses, unquote. Because Bob Magnus could continue his M&A spree while avoiding taxes due to the high depreciation cost of equipment, he utilized a ton of leverage. As time passed, lenders to TCI started to get an unsettling feeling about how much debt Bob had racked up expanding TCI. As his relationship with lenders worsened, he decided he'd had enough. Quote, TCI and its subsidiaries were failing
Starting point is 00:11:26 to meet critical financial benchmarks required by the terms of their loan agreements. Bankers wanted to know, why hadn't TCI hit its cash flow projections? When did it expect to make its next payment. Why hadn't TCI foreseen all this trouble? Magnus had simply run out of gas, and many of his executives were burnt out too. The complexities of running a public company and tracking the performance of more than 200 cable franchises in 21 states, all while fighting regulators and lawyers was becoming too much for the one-time cotton seed salesman. And so one day, in the fall of 1972, after he had spent hours toting up TCI's financial position, Magnus finally and fully grasped just how terribly precarious the whole situation had become. He skimmed the numbers,
Starting point is 00:12:09 looked at Betsy, his wife, and blurted out, I'm going to hire the smartest son of a bitch I can find. Unquote. John Malone was his guy. Let's take a quick break and hear from today's sponsors. All right. I want you guys to imagine spending three days in Oslo at the height of the summer. You've got long days of daylight, incredible food, floating saunas on the Oslo Fjord. And every conversation you have is with people who are actually shaping the future. That's what the Oslo Freedom Forum is. From June 1st through the 3rd, 2026, the Oslo Freedom Forum is entering its 18th year bringing together activists, technologists, journalists, investors, and builders from all over the world, many of them operating on the front lines of history. This is where you hear firsthand stories from people using
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Starting point is 00:16:22 com slash WSB. All right, back to the show. But Malone was taking a gamble on this job. Before taking over a CEO of TCI at the age of 31, John was offered a great deal by Steve Ross, the chairman of Warner Communications. Steve was prepared to pay John $150,000 a year, access to a limo,
Starting point is 00:16:43 and even willing to move Warner's headquarters a short distance from where John lived in Connecticut rather than having him relocate to New York. Bob Magnus's offer, on the other hand, was only $60,000. Bob told John, quote, I can't pay you very much, but you've got a great future here if you can create it, unquote.
Starting point is 00:17:02 John, like many other great CEOs, chose a position at TCI, where he knew he would have a lot of control to run the business the best way that he saw fit. Quote, Malone believed in him, Bob Magnus, and had staked everything on this job and then some. Upon shaking hands, Magnus had agreed to a salary of just $60,000.
Starting point is 00:17:21 Malone had also seen fit to buy $70,000. 500 shares of TCI stock, which he helped to pay for with a $60,000 personal loan from a local bank, unquote. So when we look at management in a business that we're looking to invest in, we often look for businesses with high insider ownership. I couldn't find what percent this stake represented either as a percent of his total ownership of TCI or as a percent of John's total wealth. But I can imagine it was probably a decent chunk of change for John at this time. We can also assume that TCI was a microcap. So a $60,000 investment could have meant he still owned a reasonably sized portion of the company. So, one of Malone's first moves as CEO was to try and convince
Starting point is 00:17:58 Bob Magnus to sell one of TCI's prized possessions. TCI owns 75% of National Telefilm Associates, NTA, which was a programmer. It was run by one of Bob's good friends, George Hatch. NTA was piled with debt, and much of that debt had been obtained by using TCI as a guarantor of loans. The problem was that TCI was a guarantor of $16 million in debt, but only had a few million in revenues at the time, and it had its own debt to service. If the bankers wanted, they could theoretically have bankrupted TCI. John did not like how NTA was run. Quote, many of NTA's problems were a direct result of poor choices George Hatch had made, and his ideas to save the company were no better. In one meeting, Hatch had proposed purchasing a company that bought old black and white
Starting point is 00:18:44 negatives from studios and salvaged the silver. Another idea involved buying a shopping mall. Malone sat in quiet rage wondering what incredulous thoughts must be going through the minds of the city bank official who had flown out to Denver from New York just to hear this gibberish. The whole thing was just insulting Malone had felt, unquote. But Malone had used his negotiating skills with bankers to give TCI more time to figure out how they could deal with the problems NTA was generating and it was eventually resolved. John Malone would have numerous feces in his day as ahead of TCI. One of his first big ones was with the city of Vail, Colorado.
Starting point is 00:19:19 The city council had voted to end TCI's franchise to operate in the city. They declined to allow TCI to rewire the system and refused to renew TCI's contract with the city. Malone's response was priceless and showed the power that he wielded. Quote, at 635 p.m. on November 1st, 1973, the TV screen of every TCI customer in Vail went dark. TCI had pulled all programming, substituting it with the names and home phone numbers of top city officials, including the mayor. The blackout lasted through a Sunday Denver Broncos game against the St. Louis Cardinals, and the phones lit up. By Tuesday, the crisis was settled, unquote.
Starting point is 00:19:58 John understood that TCI had a lot of power that it could wield, and a product that its customers wanted. He was not afraid to ruffle feathers if it meant keeping the cash flows coming in. He was afraid that if he bent to the whims of certain jurisdictions, it was set a precedent of TCI showing weakness. He didn't want to be squeezed on renewals, and this was a great warning sign to anybody who was thinking, of doing just that.
Starting point is 00:20:21 These are the types of stories that are hard for investors to get a grasp of. They might see the products of these decisions, such as increased revenues, higher retention rates, increased earnings, and free cash flow, but it can often be hard to see all the narratives that create this value. But if you spoke to any of the giants in the industry, they realized John Malone's brilliance. Mike Freeze, the CEO of Liberty Global, said, quote, John's genius in growing and consolidating the cable industry in America revolved around a couple of key principles. The first was scale.
Starting point is 00:20:50 When you're bigger in a common industry, in a common market, you can drive efficiencies. You can negotiate better programming and supply agreements. You have more clout. You can shape markets. Secondly, he understood early on the power of leverage in a balance sheet and cash flow. And if you can generate cash flow and show the market that you are generating cash, that's going to allow you to drive that value creation story into more and more businesses, unquote. Without understanding scale, leverage, capital markets, and relationships.
Starting point is 00:21:18 relationships, John would never have gotten to where he was. A great example of his understanding of capital markets and leverage was in how he could grow TCI while lowering debt. This was important, because at the time TCI was frequently mentioned as a takeover candidate. John said, quote, we are worth more dead than alive and we're living on borrowed time, unquote. To combat these takeover attempts, John had to use complex financial engineering to grow the business and allow it to pay down debt. One strategy to fund TCI's expansion plans was to attract. businesses with capital to invest, but a limited expertise in cable. One such investor in TCI was Kaufman and Broad, who owned 14% of TCI at the time. But they wanted out. With the stock price
Starting point is 00:22:00 dwindling around the dollar mark in the mid-1970s, their block of shares was ripe for the taking from a corporate raider. To keep the stock held by friendly investors, John DeVise a plan. Bob Magnus and John Malone didn't have the money to buy this large block of shares. So they loan the money to a quote, unrestricted, off-balance sheet subsidiary. Bob asked John, John, who do you know who you would absolutely trust your wife with? It took a while for them to come up with a name when Bob came up with an idea, quote, can we trust Tiger? Magnus asked. Malone grinned. By God, I think we can trust Tiger, he replied. It started out as a joke, but the two men created a holding company called Tiger Incorporated, a company that would become one of TCI's
Starting point is 00:22:40 largest shareholders over the next few years, owning at one point more than one third of the company, including the stock of Golf and Western and Coffman and Broad. Magnus and Malone never told a soul that TCI's largest block of stock was parked with a dog avoiding a technical violation of the debt covenants. Tiger would evolve into two firms, including one known as TCI investments, 50% owned by an unresticted subsidiary of TCI, and 50% owned by Kaufman and Broad. To Malone and Magnus, the idea of Tiger served a higher purpose. allowing TCI to keep shares out of hostile shareholders' hands,
Starting point is 00:23:13 while giving TCI the chance to buy back its own shares from a subsidiary. As a fear of a takeover showed, TCI was having some problems with getting the market to see the value of their business. But John came up with a plan to help try and get Wall Street to better understand the true value of TCI. As I previously mentioned, TCI pretty much never turned a profit on its income statement. Wall Street did not like this and therefore didn't pay much attention to the business. But as John gained experience, he realized TCI was creating shareholder value, but traditional accounting standards weren't adequately displaying that value creation. So John came up with the financial metric which accounted for earnings before interest,
Starting point is 00:23:51 taxes, and depreciation. Yeah, EBITDA minus the amortization expense. Robesha wrote, quote, through a combination of logic, jaw-owning, and sheer force of presence, Malone persuaded Wall Street to take a second look at the cable industry, long shunned because of its non-existent earnings and heavy debt addiction. Malone argued successfully that after tax earnings didn't count, what counted was a cable's prodigious cash flow funding TCI's continued expansion. Buying cable was like buying real estate.
Starting point is 00:24:21 As a value of TCI's franchise rose, so with the value of its stock. Net income was an invention of accountants, he declared, unquote. So here are the facts for TCI at the time. One, they had high interest expense payments. Two, they had high levels of depreciation. Three, they showed accounting losses. And four, they had negligible tax bills. So even though the net income statement said TCI was a crappy business,
Starting point is 00:24:44 the cash flow statement said otherwise. John Malone would have said as long as TCI collected on its rents from his customers met its interest expense payments and could continue growing from acquisitions, then why should investors have anything to worry about? Robesha writes, quote, Malone liked the mathematics of it. Tax-sheltered cash flow would be leveraged to land more loans to create more tax-sheltered cash flow. A standing joke around TCI was that if TCI ever did report a large profit, Malone would fire
Starting point is 00:25:12 the accountants, unquote. A lot of this makes me think of the early days of Amazon. In 100 Beggars, by Chris Mayer, he discussed the case study of Amazon with an analyst named Thompson Clark. Quote, looking at Amazon's reported operating income, it doesn't look profitable, Thompson continues. On 88 billion in 2014 sales, Amazon earned a measly 178 million in operating income. That's a razor-thin, 0.2% operating margin.
Starting point is 00:25:37 Adding back R&D, however, pays a completely different picture. In 2014, Amazon spent $9.2 billion on R&D. Adding that back to operating income, Amazon generated adjusted operating income of $9.4 million in 2014. That's an operating margin of 10.6%. Unquote. Thompson goes on to say, quote, My higher level point is simply that Amazon would have been profitable
Starting point is 00:26:00 if it wanted to. Thompson writes, If it wanted to show earnings, it could have. It didn't. The layman, who may be interested in buying Amazon stock, would certainly be returned off by its lack of ever being profitable. Well, if you back on R&D effectively backing out CAPEX, you see how profitable the business really had been, unquote.
Starting point is 00:26:18 Now, I realize this isn't an apples-to-apples comparison. TCI could not have shown a profit, even if it wanted to, unlike Amazon. But the point remains that traditional accounting standards do sometimes miss the value creation of businesses going through, and I think TCI was a great example. Another strength of John Malones was to make sure that he was getting the right shareholders on board.
Starting point is 00:26:37 At a shareholder meeting, John said, quote, if you're going to ask about quarterly earnings, you're at the wrong meeting and you probably shouldn't own the stock. What we care about is value. We want to create value for our shareholders, and I think the best way to create value
Starting point is 00:26:50 is to have a very long view. So that's what we do. So when we have the opportunity to expand into an area we think is going to have a long-term value, we do it. We don't have to worry about the impact on earnings, so it makes a different kind of organization, unquote. He wanted shareholders to know that using traditional accounting standards would be like
Starting point is 00:27:07 sticking a square cube into a round hole. It just wouldn't work. To understand TCI and its strategy, you had to use the unorthodox methods that he outlined. But if you could understand the methods behind his madness, you opened yourself up to one of the best performing stocks that ever existed. Let's break this quote above down even more. Sean said a few things that stood out to me as a long-term investor. Quote, what we care about is value, unquote.
Starting point is 00:27:31 From reading his book and researching John, I think this comes down to three primary points. Number one, he wanted to create shareholder value. Number two, he wanted to buy acquisitions that were value accretive to shareholders. And number three, he thought about capital allocation in terms of creating shareholder value and not necessarily how to appease Wall Street. The next interesting part of this quote is his emphasis on having a long view of things. John had an epic run of mergers and acquisitions. Between 1973 and 1989, John made 482 acquisitions.
Starting point is 00:28:03 On average, one acquisition every two weeks. How could someone make that many acquisitions at that rate and still be creating so much value? But John did it, and he did it masterfully. Robes-ho wrote about an example of serendipitous value creation. One day, in the fall of 1978, Don Fisher's secretary received a phone call from a woman at Gulf and Western who wanted to know did TCI plan to sell its resorts international stock. It must be a mistake, Fisher told his secretary. TCI didn't own any resorts international stock. But the woman insisted that TCI did own the stock through a company called Athena.
Starting point is 00:28:38 Amused, Fisher asked for a copy of the document to prove it. Five years earlier, when TCI had paid $4 million in 1973 to Gulf and Western, GNW, for control of Athena among the hodgepaws of holdings that G&W sold to TCI were warrants to buy 463,000 shares of resorts international at $39 a share. Until 1978, the warrants were practically worthless. Indeed, TCI's Athena was losing money and was $40 million in debt. But in 1978, when Resorts International opened the first casino in Atlantic City, the stock shot to as high as $96 a share.
Starting point is 00:29:14 After converting the warrants and selling shares at a high, TCI made $31 million, a fortune for a company whose market cap was only $100 million at the time, unquote. A few of his best deals were made later on in life. For instance, he took TCI Music, formed $1 billion in price to over $10 billion in only a few days. Robesho wrote that he did this by, quote, taking a tiny near worthless stock, fill it with small stakes in several companies, watch them grow, then trade them for stakes in even bigger, more secure companies, unquote. Keep in mind that this was in 1999 during the height of the internet bubble.
Starting point is 00:29:48 Another deal was in 1999 that displayed his ability to value assets. He paid $280 million to buy a 5% stake in general instrument. Shortly after, Motorola bought out GI and that stake was then worth $1.8 billion. Oh, and he didn't pay a dime of tax on this deal due to it being a share swap. And John had other ways to create value as well in his earlier years. Part of the beauty of his acquisition strategy was that his name would be mentioned by a lot of very wealthy people associated with the cable industry. He leveraged this to his advantage. In 1997, he was able to form a consortium of seven insurers to refinance TCI's debt
Starting point is 00:30:25 of $77.5 million, which seems small now, but was unheard of at the time. The best part of this deal wasn't that it was a large amount of money. It was in the nuances of the deal. John secured the loan at, quote, fixed rates and cheaper and more flexible than the banks. It was without a doubt the happiest day of Malone's career with TCI, unquote. After making this deal, John made sure to let the previous owners of TCI's debt know their services were no longer needed. At a meeting that he organized, he excitedly said, quote, thank you all for coming. From time to time, various lenders to the company have expressed an interest in reducing their exposure to the company. I'm happy to announce we have arranged for alternate financing. It's going to be possible for
Starting point is 00:31:06 any bank that wants to reduce their exposure to do so in a timely basis. In other words, if you want out, you can get out. Now, unquote. Robichow added, quote, he savored the blank faces on the hushed audience fanned out before him. Incredibly, TCI could pay them off up to the last red cent. Then, as if delivering the second half of a one-two punch, Malone let the bankers know that TCI had found cheaper money. From this day forward, the company is a prime rate borrower, he said, putting all banks on notice that the interest rate was coming down. Two of the banks were paid off in full, five banks wanted to stay in, and rewrote their covenants to allow TCI more flexibility through unrestricted subsidiaries. A year later, institutional investors
Starting point is 00:31:47 discovered the company's stock and started to take up the price. TCI was able to go to the equity markets to raise capital. From that point forward, Malone never looked back, unquote. Since John used debt to add rocket fuel to the TCI business model, paying lower interest rates meant he could produce higher cash flows, which meant he could spend more money and keep the flywheel going for TCI. Let's get into some of the basics of TCI's business model as it really took off and intelligently expanded over the years. Bob Magnus built up the operator's side of the business and dabbled in the programming side. John kept growing both sides of the business and made sure to take advantage of the fact that he could control who saw the programming. This was part of why TCI had such
Starting point is 00:32:26 monopolistic control over the industry. TCI could threaten to remove the programming from one of its programmers if it didn't like a deal that was proposed. Or, given TCI scale, they could secure deals with major programmers at much better prices than a competitor could get. For instance, in 1977, John wanted to add HBO to its cable systems. John observed that Showtime was also planning launch and John saw an opportunity to act as a puppet master of these two rivals. He ended up signing a sweetheart deal from HBO at far superior terms compared to competitors. This was where problems with regulators started to become an issue. By 1981, TCI was the largest cable operator in the U.S. with 2 million viewers. If John Malone called up a programmer, he had a lot of bargaining
Starting point is 00:33:08 power on what he would pay. If the programmer didn't like it, John would just choose not to deal with them and the programmer would be at a major disadvantage. John structured these deals very well. He'd often acquire equity in the programming company as part of the deal. This allowed him to own equity stakes in many different programmers and helped align the programmer with the operator. Because of this anti-competitive behavior, he would start drawing the ire of regulators. More on that in a bit. In the early 80s, it was becoming obvious that cable franchises were an attractive investment. If a cable operator wished to increase rates, the only thing that stood in their way was getting approval from local governments.
Starting point is 00:33:44 And in the Vail case study, you can see how much power the cable operators had in winning these types of concessions. Because of this, there was a whirlwind of deals that grew higher and higher in size. But since John was focused on value, he began getting priced out of many of these deals, as he understood that many of these deals were too rich for TCI's pockets or were being done at too high of a purchase price. John thought that once some of the allure of buying cable systems washed off, some of these businesses would come crawling to TCI asking to be bought at sale prices. During this time,
Starting point is 00:34:16 another problem arose for TCI. This was the problem of service. Primarily, that the service was not good. Part of the problem of monopolies is that they are rent seekers. This means they can just indiscriminately charge rents to their customers, and since there is no competition, they don't have to spend money on upkeep, which usually means that the service is mediocre and the prices are high. I think this was part of the downfall of cable TV and part of why streaming has taken so much market share. Streaming services like Netflix, Disney Plus, Amazon Prime Video and Apple TV were all created because they saw an angle in the TV business. Maybe this isn't so much of the strength now, but you could get these streaming services
Starting point is 00:34:52 on demand with no advertisements. The beautiful part about streaming from the consumer's point of view is that they're all competing against each other to create better and better products. If there was only one of them, they could primarily focus on extracting as much money as possible out of their customers. Let's get back to TCI. In the 1980s, they almost lost a franchise in Jefferson City. The primary reason was that TCI had raised the prices by 186% in three years.
Starting point is 00:35:18 The price increase wasn't even the primary issue. During this price increase, the service was abysmal. This particular TCI franchise was very lean and not well-funded. So during this time, TCI made very few improvements. There were numerous complaints of a fuzzy picture and service calls were excruciatingly long. During this time, TCI was not the only cable business going to work. with specific cities. All their competitors were going through similar growing pains. The fact that these issues were so widespread drew the attention of Congress. Part of the issue from John Malone's perspective
Starting point is 00:35:48 was that the government was essentially stealing TCI's infrastructure and allowing competitors to use it and collect their revenues from TCI's assets. But from a government perspective, they saw TCI as delivering poor service and gouging their constituents. To give an idea of how the cable industry had grown from 1976 to 1987, the number of networks grew from four, to 76, the number of cable systems more than doubled all the way up to 7,900, and revenue expanded from $900 million to nearly $12 billion. Let's take a quick break and hear from today's sponsors. No, it's not your imagination.
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Starting point is 00:40:02 well. Quote, in 1978, they created a super voting class of B shares and through a complex series of repurchases and traits, were able to secure what longtime executive John Syre refers to as hard control of TCI by 1979. When their combined ownership of B shares reached 56%. Unquote. John understood capital allocation well. William Thorndyck noted that John Malone told David Wargo that it would make sense to sell some of their cable systems at 10 times cash flow to buy back their own stock at seven times cash flow. And when TCI was trading for a premium, John would use TCI's equity to fund purchases.
Starting point is 00:40:38 Both of these attributes, one, buying back shares when the market undervalues them, and two, issuing stock for acquisitions only when your stock is overvalued, are two attributes that are rare to find in managers. And John Malone did an excellent job of not succumbing to industry norms just to please Wall Street. Now, remember how I discussed how John decided to stay away from buying overpriced cable assets in the early 1980s?
Starting point is 00:40:57 This was a period where businesses like American Express and even Coca-Cola were purchasing stakes and cable systems and programming. So John had a very good insight that it was probably not the best time to deploy capital, but he knew his time would come. Mid-80s would signal the time was right to get back in. His play was to move into some of the larger urban markets that had previously been overpriced. Pittsburgh was a good example, when TCI purchased Warner Amex for $94.5 million. Just to understand how good of a deal this was, just a few years earlier, Amex invested $17,000,000,000,
Starting point is 00:41:27 $175 million for 50% of Warner's cable properties. This new venture secured an $800 million loan to bid on more franchises. The problem that Warner Amex had gotten into was that they were over-promising and under-delivering. To solve this problem and prevent rate increases for the new franchise, quote, TCI promised a system with 44 channels instead of 63. It ripped out expensive equipment and sold interactive boxes back to Warner for $30 each. Malone cut payrolls by nearly half, close the elaborate studios promised to local officials, and move the extravagant downtown headquarters to a tire warehouse. Pittsburgh was a steal for TCI because within two years, TCI had lowered its debt and improved finances enough to begin paying back banks using the system's own
Starting point is 00:42:11 improved cash flow, unquote. Keep in mind that TCI had grown a lot by this point. But John kept the business very lean. TCI only had a dozen senior executives at the time. When they needed to go in New York, they'd pile into the company's two-bedroom apartment with multiple people sleeping in the same room. Robichow writes at the TCI headquarters at the time, quote, TCI was a square, flat, one-story brown building on the outskirts of Denver. Fow wood paneling line the offices, which were furnished with brown plaid chairs and couches that looked as if they had been lifted from the lobby of a motel six, unquote. Another interesting piece of information I came across that reminded me of many of the great CERAWI today was how decentralized TCI became. I think John's previous experience
Starting point is 00:42:52 with seeing the downside of bureaucracy, helped him develop TCI into a more decentralized organization. By the late 1980s, TCI had six operating divisions operating nearly autonomously. John said, quote, when you've got it running right, when you've got it decentralized, when you've got it structured properly, it's like flying the most powerful fighter jet in the world, unquote. You probably know I'm a big fan of serial acquires. As I discussed with Chris Mayer on Millennial Investing Episode 310, decentralization is a big factor in many of today's successful serial equities. Acquirers. Another important part of a good Sierra Acquirer is the ability to trust the people
Starting point is 00:43:27 you give responsibility to, as well as your partners in any joint venture that you decide to take part in. John, like Warren Buffett, was very skilled at identifying talented managers and then allowing them to do whatever they were doing to impress in the first place. For instance, Malone had plenty of partnerships with other cable operators who would own and operate their own systems. Because he was hands off in certain situations, he would make a point to invest in talent when he saw it. In In 1987, Malone merged a TCI spinoff with a cable operator called Marcus Communications. John would leave the business in the hands to Jeffrey Marcus to operate. This was not unusual for John to do.
Starting point is 00:44:02 And to do it successfully, he had to have a high degree of trust in the managers that he gave responsibility to. Let's get back to some of the monopoly-like characteristics that John had created for TCI through scale. One of the biggest programmers in the 80s was HBO. Due to the sheer scale and power of TCI, they only paid HBO 90 cents per subscriber for access to HBO. However, smaller cable operators had to pay HBO $5 for the same service. John engineered TCI to have bargaining power that was unmatched by the majority of his peers. Al Gore targeted TCI and John Malo for a number of years, and John Malone developed a hatred for him.
Starting point is 00:44:38 Quote, Gore's comments fueled the image of Malone as a rapacious monopolist. Malone had ignored the court of public opinion but at his own peril. Malone and his family began getting threats. At first, they were intermittent. the same kind received by any big CEO with thousands of shareholders to satisfy. But later, they became more frequent, some written, some by phone, most of them from crazies and cranks. One person threatened to burn his house down and kill his kids, unquote. Malone's daughter fully moved to the East Coast out of fear, and Malone never forgave Gore for creating the environment that he and his family had to live through.
Starting point is 00:45:12 By the early 90s, Malone was using marketing tactics that listeners will be familiar with today. In 1991, TSI launched a pay movie channel, Encore. To increase the amount of users out there to try this new service, they gave the service away to their users for free, for a month. After that month, subscribers would automatically be charged for the service unless they notified TCI to cancel. The result was that, quote, customer screamed when they received their bills. And after 10 stated Journey General sued, TCI retreated and dropped the practice around the country. I don't know about you, but I've noticed nearly every web-based subscription service today uses a somewhat similar strategy to sign up new customers. customers. As TCI continued jumping over regulatory hurdles, John realized that TCI's power was getting
Starting point is 00:45:55 too large for the government to allow. After talking with his inner circle, he determined that the government would end up splitting TCI in two, with a cable system and a content company. Instead of waiting for regulators to force them to do it on their terms, he preempted their move and just did it on his own. This was where Liberty Media, which he shares to this day, it was born. As you're now aware of, John was improving more and more making incredible deals that created shareholder value. But a lot of that value wasn't showing up in Malone's net worth. Ted Turner once joked to John, quote, gee, John, I'm getting rich and Bob's getting rich, and the only one that's not getting rich is you, unquote. John said before the Liberty Media Deal, quote, up until then, I had been more focused on
Starting point is 00:46:34 TCI. I was going to have the biggest and best company, and it was making Bob very rich, and Bob wasn't reciprocating, and that was just Bob. He would never do anything unless you pushed him into a decision. That's what created Liberty. It was a little schemy, very rich. tax-efficient and it worked." With the Liberty Media spinoff, John realized that this was his chance to add a few zeros to his net worth. Now, I'm going to attempt to explain this offer to you, but it's incredibly complicated. I had to read it multiple times to try to make sense of it. The deal was written down in a 345-page prospectus, so it was hard to understand on purpose. The deal was called an exchange offer, and TCI shareholders got the right to take part in it.
Starting point is 00:47:14 Now, here's some of the detail of the deal. For every 200 shares of TCI stock shareholders owned, they would get one right to buy a Liberty share. Each right, in turn, allowed shareholders to swap 16 shares for a single share of Liberty Media. This rights offering value Liberty Media at approximately $300 per share, implying an $18.75 value for each TCI share. This put Liberty Media at a market value of $600 million, which was the amount of assets that John had allocated to the spinoff company. The deal left analysts perplexed. Liberty had posted a loss on revenue of $52 million for the pro forma nine months. But John didn't make deals that were easy for the lay person to understand. And even Bob Magnus understood this. Bob told John that nobody would understand the deal and therefore
Starting point is 00:47:59 it was unlikely to realize value. John replied, that was the point of the deal. I had a real hard time understanding the mechanics of this exact part of the deal. The fewer investors who participated in the deal, the larger the stakes would accrue to the owners. Here's what Robes show writes on the deal. While fewer than half of TCI's shareholders took part in this Liberty spin-off, Malone bet as heavily as he possibly could and commanded a disproportionately larger share of equity being handed out. 20% of all Liberty shares and 40% of voting control. Yet to get it, he would reduce his TCI holdings by more than one-third.
Starting point is 00:48:32 Malone got 8.7% of Liberty shares in return, three times more than he would have been able to claim had all shareholders participated. Here's some of the details of how he ended up with so much stock. So, Malone exercised $25.6 million of options he was given instead of salary, but only had to put up 100k in cash. He gave Liberty a note for the remaining $25.5 million. He later paid off a part of the debt with TCI stock. Next, he got to work increasing the value of Liberty shares to fund more acquisitions.
Starting point is 00:49:03 In only two years, he did three splits. Note, that at this time Liberty was not a public company. He took it public shortly after and the stock skyrocketed. In less than a year of trading, the share is more than tripled to 770 a share. By the summer of 1993, shares that I initially sold for $256 a piece were now worth $3,700 unadjusted for splits, sending Malone's investment of $42.1 million, most of it borrowed from Liberty on a personal note, climbing to more than $600 million, unquote. So just think about this.
Starting point is 00:49:35 In a few short years, John had used $100k of his cash and $25.5 million of debt from Liberty to add $600 million to his net worth. That is a truly incredible deal, and one that John manufactured for himself, all while enriching shareholders in the process. When Rupert Murdoch, the chairman and CEO of News Corp was asked what it was like to do with John Malone, he said, quote, John's deals are nearly always very complex, unquote. His complex deals kept competitors and partners awake at night as well. Greg Maffee, the CEO and president of Liberty Media, said about John, quote, when I was still at Microsoft, I can remember Bill Gates had some Much respect for John, staying up until 11, 11.30, 12 at night for the next meeting, thinking
Starting point is 00:50:16 that, what are we going to do with John? What is the doctor thinking? What's he maneuvering on? And how much time and effort Bill Gates and his team had spent trying to figure out exactly what does John Malone want? In the early 90s, John could see the writing on the wall for the Crabble industry. The new regulation was crippling the industry. Phone monopolies, like the baby bells, were preparing to enter the industry and offer
Starting point is 00:50:38 their own packaged services. So John had to innovate and think fast. His major innovation was to have 500 channels to view. In his early years, this was impossible. The technology just wasn't there. However, engineers had figured out how to increase efficiency and add an unprecedented amount of channels to TCS product offerings. 50 channels was the norm at this time.
Starting point is 00:51:00 Just after two weeks that John Malone had made this bold claim, Bell Atlantic partnered with an operator to offer multiple services such as the ability to transmit hundreds of channels, two-way communication, video phone calls. and on-demand services. The synergies between telcos and cables were obvious to John. Although John knew the telcos didn't have the experience and the talent of the cable industry Mavericks like himself, he realized they did have one very big advantage, deep pockets. For example, Bell Atlantic was three times the size of TCI. So telcos and the cable businesses
Starting point is 00:51:29 began buying each other and joining up, but this had some pretty severe second order effects. The common theme that I've spoken about today is that of regulations. The already powerful telcos were partnering with the already powerful cable operators. You know what that means, more regulation. In 1993, the Federal Communications Commission FCC froze rates on cable in order to rate rollback of up to 10%. But, as is common in the free market, companies will do whatever is possible to protect their profits. Here's what Robesho said about their user experience after these new regulations were introduced. Quote, many systems created new packaging schemes to avoid regulation. Most have been charging higher rates than the FCC benchmarks would allow for
Starting point is 00:52:10 for the most popular expanded tiers of service. But their prices were far below the FCC limits for basic cable packages. So the cable operators reduced charges for the costly packages and recouped the money by raising basic cable rates to the cap now set by the law. That shift defied a major goal of the new law to safeguard the affordability of basic TV services for low-income people. Other cable companies began slicing channels out of the basic lineups and offering them a la carte for about a dollar each. As a result, customers who wanted the same service as before regulation were now paying more, unquote.
Starting point is 00:52:44 John Malone was very opinionated on this and did not like how much meddling the government was doing in his industry. Malone felt the government was pandering to consumers by lowering the price of cable services by robbing the shareholders of the businesses that paid for the infrastructure of these systems. Robeshow wrote, quote, if they can do this to us, Malone believed, they can do it to other businesses anywhere. It's about the most un-American thing I've ever experienced, he told a reporter at the time, unquote.
Starting point is 00:53:10 As John got more and more agitated by the hindrance of regulation, he thought a larger move was going to be the best course of action. He began talks with Bell Atlantic. After a long period of haggling with Bell Atlantic CEO Raymond Smith, they finally agreed on a price that made sense for both of them. Bell Atlantic would merge with TCI in a deal with $33 billion. This deal would put John Malone into the cross-haired. of regulators once again, as many felt this merger would further cement TCI's monopoly-like power. After the deal was set, John was summoned to defend the merger to the U.S. Senate Antitrust Committee. His primary strategy seemed to be to minimize TCI's apparent power in the eyes of the
Starting point is 00:53:46 committee. This reminded me of Monich-Pabry discussing a very interesting point about how monopolies prefer to attempt to stay hidden. Quote, great businesses are all around us. It is not that hard to be able to tell that a business is great. That is another point that Peter Thiel makes up in his talk. He says that monopolies go through extreme lengths to convince you that they are not a monopoly, that they exist in very competitive spaces because they know that if they are a monopoly and beat their chest about it, they will attract unwanted attention. Like Facebook doesn't really want the US government to think it is a monopoly and Google doesn't want anyone to think it's a monopoly. So the monopolies try very hard to convince us, oh, poor me, I'm not a monopoly.
Starting point is 00:54:27 And the loser, 99% of comparative businesses go through extreme lengths to convince you that they are a monopoly. They try to convince you that, I got the secret sauce. Look at me. I am awesome. The monopolies basically are telling you, I am just Joe Public, man. I got nothing going on. Don't look here. Just keep walking.
Starting point is 00:54:43 The competitive ones are beating their chest saying, no, come to me. I have this awesome business. And let me tell you why, unquote. So I think at the time, TCI was still a good business, but its power was weakening, and John wanted to strategize an exit for him and Bob Agnes. But there were a few problems with the proposed Bell Atlantic TCI merger deal. John started noticing a few things that were causing him concern. For one thing, TCI was optimized for cash flow.
Starting point is 00:55:06 Bell Atlantic was optimized for earnings. The merger would not do any favors for Bell Atlantic in terms of making the income statement look better. It would make it look worse. Bell Atlantic would dilute its shares as part of the TCI deal. This meant that Bell Atlantic would have 220 million more shares outstanding to buy a business that didn't earn any profits. Meaning that Bell Atlantic's EPS would decrease.
Starting point is 00:55:27 Bell predicted a decrease of around 35% in per share earnings. Bell thought TCI shares were worth $20. John Malone thought there were $35. Part of the reason for this discrepancy was due to a second round of rate cuts by the FCC, further reducing the cash flows to TCI. Here's some of the details of how Biggman effect these rate cuts would be on the effects of TCI. The second round of effects would pinch TCI's cash flow and hurt its stock price more than Smith or anyone in the cable industry had bargained for.
Starting point is 00:55:56 TCI would suspend half of its $1.1 billion capital budget pending clarification of the FCC's rate rules, which sent the stock price of the industry's major equipment supplier into a free fall. Malone called the additional 7% increase a club in the side of the head and figured that the new round of cuts shaved off approximately $1.8 billion off the original price offered for TCI. Yet, he felt it was wrong to accept it. I won't sell my company at the bottom of the market, Malone told Smith, and you'd be crazy to pay more than top dollar with this level of uncertainty." Neither side could make a way for the deal to work, so the merger was called off.
Starting point is 00:56:32 But falling apart of this deal had a big impact on John Malone. After the merger was called off, he ceded control of TCI to his second-in-command, Brandon Claustin. Part of the allure of Bell Atlantic merger was that John could focus all of his attention on the things that he loved, strategy and deals, while handing off some of the second- of his most hated tasks, such as dealing with regulators and public relations to Raymond Smith. He ended up coming into the office less and the media took notice. Shareholders were also taking notice at the time. In 1996, the stock hit a 52-week low and shaved 50% off its price on TCI's latest
Starting point is 00:57:03 earnings release. This was during a time when TCI increased rates by 13% lost 70,000 base subscribers and 308,000 pay TV subscribers. To make matters worse, cash flow increased at a disappointing 3% growth rate, much lower than investors that expected. TCI also had an all-time high that was not held in high regard. They had a total debt of $15 billion and were on a massive spending spree as Closton attempted to bring TCI into the future a little too quickly. Malone wasn't happy with these results and took the reins back from Closton, but it was an uphill battle. John first had to remove Closton from his position of power, a move he did reluctantly. One of Malone's faults, according to Robichow was that he was very loyal. The man he decided to replace him with
Starting point is 00:57:47 was Leo Hindery. One of John's greatest deals was in the making after his good friend and TCI founder Bob Magnus passed away. Bob's sons had control of a large block of Bob shares and were not particularly interested in keeping their shares. The problem was that TCI shares had recovered somewhat after John came back to be more assertive, but it was still underpriced in John's view. A raider had come in offering the Magnus Sons a 25% premium for their 32 million shares.
Starting point is 00:58:11 A transaction like this would have put the power into someone else's hands. John would later find out that it was Comcast and Bill Gates who attempted to purchase the shares. But Malone was able to thwart the plan. He could see Microsoft was attempting to move into the cable industry with their Comcast partnership. Gates already had monopoly-like power in the PC market, and he was coming for the set top market next. John's strategy was to inform the cable industry about the dangers of giving Microsoft too much power. His rallying cry worked, and during the summer of 1997, Malone and Henry would continue improving TCI by lowering expenses and growing simultaneously. They did this by, quote, allying with other major cable operators to close ranks, swap systems, and take its overall debt leverage down.
Starting point is 00:58:53 His top lieutenant, Leo Hintry, built on an idea that Malone had pushed, putting clusters of cable systems, i.e. contiguous cable systems that had a large footprint and that could be operated together at lower cost, together with rival companies. If another cable operator could run a cable system more cheaply than TCI, Malone figured, then let's make a deal. Hindri quickly said about striking joint adventures with other companies, usually those that had better profit margins and leaner operations. It was a quick and effective way to improve TCI's wobbly balance sheet and anemic stock price, unquote. This consolidation would result in a massive consolidation of the industry. Hindri said, quote, once there were 100 of us cable operators, then there were 50 of us, then there were 20 of us, and then there were 10 of us, and then there were only six of us, unquote. As for the proposed takeover, John also fixed that.
Starting point is 00:59:41 During the 14 months that Bob Magnus had passed away, John took TCI's share price from $10 to $28. He got a deal for the Magnus Sons that would add $200 million to their net worth over the Comcast Microsoft deal. John made sure he came out on top as well, nearly doubling his voting shares to 40% without putting up any of his own money. Once the estate problem was dealt with, John would turn his attention back to finding someone who could buy TCI. In the summer of 1998, the cable market was really heating up. The markets were euphoric and the internet craze was approaching its peak. Microsoft was making all sorts of deals with cable companies, and by proxy, TCI's share price was appreciating.
Starting point is 01:00:19 By this time, TCI shares were trading around $40, and John Malone was getting a little nervous. John Malone and Leo Hindry knew that Wall Street was running cash flow models that included cash from some of TCI's interactive products that were still in the production phase. So that meant that, you know, these weren't guaranteed cash flows. And just like John knew a good deal when he saw it, I think he knew a bad deal as well. So I believe he began to see that the timing was going to work out well for TCI shareholders to continue making value accretive moves. And one of those moves would be selling TCI shares to a bidder at an inflated price. Malone and Henry settled on AT&T.
Starting point is 01:00:55 You'll recall that the deal with Bell Atlantic fell through a few years earlier. But management had changed and the old guard was being replaced by newer and younger faces. AT&T was offering high-speed internet access and had many synergies with three. TCI. AT&T had a problem that TCI could solve. Roby Show writes, quote, AT&T's bigness weakness, it didn't own the last mile. The wire going inside each home and business. Only the local phone monopolies had control of the ubiquitous copper wires that linked millions of customers to service providers. To complete a long-distance call, for instance, from New York to L.A., AT&T had to pay a toll to the local bell at each end, totaling up to 40% of what AT&T was able to charge
Starting point is 01:01:35 for the call. Laying its own new wires would be prohibitively expensive, requiring $100 billion or more by most estimates. AT&T could lease local lines from the bells and resell local services, but there is no profit in that. A takeover of a big local phone company might help, but it would probably get scuttled in Washington given AT&T's monopoly past. This is a great example of a corner resource that Hamilton Helmer and I discussed on We Study Billionaires Episode 600. Hamilton Helmer defines a corner resource as, quote, preferential access at attractive terms to a coveted asset that can independently enhance value, unquote. In TCI's case, this was their cabling system that was going directly into their customers' homes. Sure, AT&T could have built it out themselves,
Starting point is 01:02:19 but that would have been ridiculously expensive. Doing a deal with TCI for the infrastructure that they had built would make a lot of sense, and from a strategic point of view, it would keep them out of Washington's crosshairs. The deal was struck, and AT&T paid $48.3 billion, in cash, stock, and the assumption of debt. AT&T paid a 30% premium over the value of shares, $50.71. This was an incredible deal. You'll recall TCI's share price was in the pits at around $10 per share in 1997, so Malone created nearly 500% of value for TCI in two short years. Looking back at John's career at TCI is to examine one of the greatest CEOs to ever do it. It's hard to see exactly what the results were just for TCI stock. After all, with the use of equity
Starting point is 01:03:02 and buybacks, it's not easy to figure out exactly what TCI shares compounded at. But here's what we do know, as explained by Robichot. If an investor bought $100 of TCI stock in 1973, participated in the spin-offs and splits, mimicking Malone's trades, he would have $181,200 by late 1999. Unquote. If we compound this over John Malone's career at TCI, he compounded that capital at 33.44% annually over those 26 years. Now, I've spent some time thinking about TCI as an investment during my research process for this episode. And even though he had an epic track record, the business was not easy to understand.
Starting point is 01:03:41 You couldn't use traditional quantitative metrics to value the company. You had to implicitly trust Malone's capital allocation skills. You needed to understand the cable industry, its regulations, and how partnerships were playing out. The industry was fast-paced and exposed to high levels of painful regulation. And you had to contend with chronically high debt levels. The people who would have gotten the most out of TCI stock appreciation were those who put their undying trust into John Malone.
Starting point is 01:04:06 Hypothetically speaking, I'm not sure I would have ever invested in TCI. The debt load alone would have scared the hell out of me. Additionally, the two big rate cuts from the FCC would have been crippling blows to the intrinsic value of TCI shares. But if investors had trusted John Malone to overcome those hurdles as he had throughout his career, perhaps it would have stuck around long enough to reap the rewards that John Malone had created. I had many takeaways from reading Cable Cowboy and researching Jolmone. John Malone. Here are my six primary ones. One, much of his ability to create value was based on the
Starting point is 01:04:35 fact that he didn't pay taxes. This was a double-edged sword, as it made the income statement look ugly, but also allowed him to spend money he would have forked over to the government to buy more companies. Two, he was willing to part ways with acquisitions if the deal was right. Yes, I like serial acquires that are permanent owners of subsidiaries. But I think given the industry John was playing in at the time, it made a lot of sense. It allowed him to buy underpriced assets when the industry was going through problems as well as buy back his stock. And it allowed him to divest during the more euphoric times when less experienced companies were looking to get a piece of the action. Three, my dislike for highly regulated industries was cemented in my research of John Malone.
Starting point is 01:05:13 He despised dealing with it. He made numerous attempts to exit TCI and place a burden of responsibility on the shoulders of others so he wouldn't have to bother with it. Four, John showed how important it was to have a manager who was truly a steward of shareholders' capital. He cared deeply about creating value and he properly aligned themselves with shareholders by being one of the largest shareholders in both TCI and Liberty Media. Five, John did not care about what Wall Street thought about him and TCI. He had to train Wall Street to understand his unique ways of seeing value. Six, he thought long-term and made moves that would benefit TCI and Liberty for many years
Starting point is 01:05:49 into the future. He headed much of the innovation in the cable industry and wasn't fearful of dipping his toes into adjacent industries. That concludes this episode of the book Cable Cowboy and John Malone. If you've read this book or of any thoughts on John Malone, I'd love to hear from you. Feel free to reach out to me on X under the handle Irrational MRKTS. Email me at Kyle at Theinvestitistepodcast.com or look me up on LinkedIn. Thank you for listening to TIP.
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