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John Malone, the “cable cowboy” who has shaped the cable business for decades, is set to reap a windfall from the $34.5 billion blockbuster Charter Communications deal to acquire and merge with Cox Communications. But his holding company, Liberty Broadband, will not be a direct shareholder in the newly combined company after the deal closes and will not have seats on the board.
In November 2024, Charter and Liberty Broadband announced a deal under which Charter will acquire Liberty Broadband, which owns a 26% stake in Charter. The fair value of Liberty Broadband’s investment in Charter, on an as-converted basis, was approximately $15.5 billion as of Dec. 31, 2024, according to Liberty Broadband filings with the SEC.
On Friday, Charter said it expects the merger with Cox to be completed “contemporaneously with the previously announced Liberty Broadband merger.”
“As a result, Liberty Broadband will cease to be a direct shareholder in Charter and will no longer designate directors for election to the Charter Board,” according to Charter’s announcement. “Accordingly, the three current Liberty Broadband nominees on Charter’s board will resign at closing.” The Newhouse family will continue as investors in the combined entity and have board representation.
The three Liberty Global-designated directors to Charter’s board are: Balan Nair, president and CEO of Malone’s Liberty Latin America; Martin Patterson, SVP of Malone’s Liberty Media, Liberty Broadband, Liberty TripAdvisor Holdings and Qurate Retail Group; and J. David Wargo, founder and president of Wargo & Co., a private investment company.
In its 2025 proxy filing, Charter said Greg Maffei, who stepped down as CEO of Malone’s Liberty Media at the end of last year, would not not stand for reelection to the board and his term will expire as of the end of the annual meeting. Former SiriusXM CEO James Meyer also is leaving the Charter board.
Malone retired from the Charter board in 2018 but continued to serve as a “director emeritus” to “provide active support and advice to the company, but will not have a vote on matters presented to the board.” In April 2024, Malone announced that he was relinquishing the director emeritus role at Charter “due to the uncertainty around Clayton Act inquiries,” referring to an antitrust law that prohibits corporate directors from concurrently serving on the boards of competitors. Malone was a director of Warner Bros. Discovery then; last month, he said he will exit WBD’s board to assume the role of “chair emeritus.”
A year ago, Malone said in revealing his departure from Charter’s board, “I remain heavily invested in Charter via Liberty Broadband — which maintains its three board seats — and am confident in Charter’s leadership team and strategy for the business.” Now, Liberty Broadband is giving up those seats.
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