How the Largest Corporate Merger in History Became an Epic Disaster (2003)

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• published: 08 Mar 2017
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In 2000, AOL purchased Time Warner for US$164 billion. The deal, announced on January 10, 2000 and officially filed on February 11, 2000, employed a merger structure in which each original company merged into a newly created entity. The Federal Trade Commission cleared the deal on December 14, 2000, and gave final approval on January 11, 2001; the company completed the merger later that day. The deal was approved on the same day by the Federal Communications Commission, and had already been cleared by the European Commission on October 11, 2000. Due to the larger market capitalization of AOL, their shareholders would own 55% of the new company while Time Warner shareholders owned only 45%, so in actual practice AOL had acquired Time Warner, even though Time Warner had far more assets and revenues. The 2001 AOL merger was 'the biggest mistake in corporate history', believes Time Warner chief Jeff Bewkes.[53] AOL Time Warner Inc., as the company was then called, was supposed to be a merger of equals with top executives from both sides. Gerald Levin, who had served as CEO of Time Warner, was CEO of the new company. Steve Case served as Executive Chairman of the board of directors, Robert W. Pittman (President and COO of AOL) and Dick Parsons (President of Time Warner) served as Co-Chief Operating Officers, and J. Michael Kelly (the CFO from AOL) became the Chief Financial Officer.[54] According to AOL President and COO Bob Pittman, the slow-moving Time Warner would now take off at Internet speed, accelerated by AOL: "All you need to do is put a catalyst to [Time Warner], and in a short period, you can alter the growth rate. The growth rate will be like an Internet company." When the AOL Time Warner deal was announced, the vision for its future seemed clear and straightforward; by tapping into AOL, Time Warner would reach deep into the homes of tens of millions of new customers. AOL would use Time Warner's high-speed cable lines to deliver to its subscribers Time Warner's branded magazines, books, music, and movies. This would have created 130 million subscription relationships. Unfortunately, the growth and profitability of the AOL division stalled due to advertising and subscriber slowdowns in part caused by the burst of the dot-com bubble and the economic recession after September 2001. The value of the America Online division dropped significantly, not unlike the market valuation of similar independent internet companies that drastically fell, and forced a goodwill write-off, causing AOL Time Warner to report a loss of $99 billion in 2002 — at the time, the largest loss ever reported by a company. The total value of AOL stock subsequently went from $226 billion to about $20 billion.[55] An outburst by Vice Chairman Ted Turner at a board meeting prompted Steve Case to contact each of the directors and push for CEO Gerald Levin's ouster. Although Case's coup attempt was rebuffed by Parsons and several other directors, Levin became frustrated with being unable to "regain the rhythm" at the combined company and announced his resignation in the fall of 2001, effective in May 2002.[56] Although Co-COO Bob Pittman was the strongest supporter of Levin and largely seen as the heir-apparent, Dick Parsons was instead chosen as CEO. Time Warner CFO J. Michael Kelly was demoted to COO of the AOL division, and replaced as CFO by Wayne Pace. AOL Chairman and CEO Barry Schuler was removed from his position and placed in charge of a new "content creation division", being replaced on an interim basis by Pittman, who was already serving as the sole COO after Parsons' promotion. Many expected synergies between AOL and other Time Warner divisions never materialized, as most Time Warner divisions were considered independent fiefs that rarely cooperated prior to the merger. A new incentive program that granted options based on the performance of AOL Time Warner, replacing the cash bonuses for the results of their own division, caused resentment among Time Warner division heads who blamed the AOL division for failing to meet expectations and dragging down the combined company. AOL Time Warner COO Pittman, who expected to have the divisions working closely towards convergence instead found heavy resistance from many division executives, who also criticized Pittman for adhering to optimistic growth targets for AOL Time Warner that were never met. Some of the attacks on Pittman were reported to come from the print media in the Time, Inc. division under Don Logan.[57] Furthermore, CEO Parsons' democratic style prevented Pittman from exercising authority over the "old-guard" division heads who resisted Pittman's synergy initiatives. https://en.wikipedia.org/wiki/Time_Warner

How the Largest Corporate Merger in History Became an Epic Disaster (2003)

• Report rights infringement
• published: 08 Mar 2017
• views: 221

In 2000, AOL purchased Time Warner for US$164 billion. The deal, announced on January 10, 2000 and officially filed on February 11, 2000, employed a merger structure in which each original company merged into a newly created entity. The Federal Trade Commission cleared the deal on December 14, 2000, and gave final approval on January 11, 2001; the company completed the merger later that day. The deal was approved on the same day by the Federal Communications Commission, and had already been cleared by the European Commission on October 11, 2000. Due to the larger market capitalization of AOL, their shareholders would own 55% of the new company while Time Warner shareholders owned only 45%, so in actual practice AOL had acquired Time Warner, even though Time Warner had far more assets and revenues. The 2001 AOL merger was 'the biggest mistake in corporate history', believes Time Warner chief Jeff Bewkes.[53] AOL Time Warner Inc., as the company was then called, was supposed to be a merger of equals with top executives from both sides. Gerald Levin, who had served as CEO of Time Warner, was CEO of the new company. Steve Case served as Executive Chairman of the board of directors, Robert W. Pittman (President and COO of AOL) and Dick Parsons (President of Time Warner) served as Co-Chief Operating Officers, and J. Michael Kelly (the CFO from AOL) became the Chief Financial Officer.[54] According to AOL President and COO Bob Pittman, the slow-moving Time Warner would now take off at Internet speed, accelerated by AOL: "All you need to do is put a catalyst to [Time Warner], and in a short period, you can alter the growth rate. The growth rate will be like an Internet company." When the AOL Time Warner deal was announced, the vision for its future seemed clear and straightforward; by tapping into AOL, Time Warner would reach deep into the homes of tens of millions of new customers. AOL would use Time Warner's high-speed cable lines to deliver to its subscribers Time Warner's branded magazines, books, music, and movies. This would have created 130 million subscription relationships. Unfortunately, the growth and profitability of the AOL division stalled due to advertising and subscriber slowdowns in part caused by the burst of the dot-com bubble and the economic recession after September 2001. The value of the America Online division dropped significantly, not unlike the market valuation of similar independent internet companies that drastically fell, and forced a goodwill write-off, causing AOL Time Warner to report a loss of $99 billion in 2002 — at the time, the largest loss ever reported by a company. The total value of AOL stock subsequently went from $226 billion to about $20 billion.[55] An outburst by Vice Chairman Ted Turner at a board meeting prompted Steve Case to contact each of the directors and push for CEO Gerald Levin's ouster. Although Case's coup attempt was rebuffed by Parsons and several other directors, Levin became frustrated with being unable to "regain the rhythm" at the combined company and announced his resignation in the fall of 2001, effective in May 2002.[56] Although Co-COO Bob Pittman was the strongest supporter of Levin and largely seen as the heir-apparent, Dick Parsons was instead chosen as CEO. Time Warner CFO J. Michael Kelly was demoted to COO of the AOL division, and replaced as CFO by Wayne Pace. AOL Chairman and CEO Barry Schuler was removed from his position and placed in charge of a new "content creation division", being replaced on an interim basis by Pittman, who was already serving as the sole COO after Parsons' promotion. Many expected synergies between AOL and other Time Warner divisions never materialized, as most Time Warner divisions were considered independent fiefs that rarely cooperated prior to the merger. A new incentive program that granted options based on the performance of AOL Time Warner, replacing the cash bonuses for the results of their own division, caused resentment among Time Warner division heads who blamed the AOL division for failing to meet expectations and dragging down the combined company. AOL Time Warner COO Pittman, who expected to have the divisions working closely towards convergence instead found heavy resistance from many division executives, who also criticized Pittman for adhering to optimistic growth targets for AOL Time Warner that were never met. Some of the attacks on Pittman were reported to come from the print media in the Time, Inc. division under Don Logan.[57] Furthermore, CEO Parsons' democratic style prevented Pittman from exercising authority over the "old-guard" division heads who resisted Pittman's synergy initiatives. https://en.wikipedia.org/wiki/Time_Warner