Sometimes it pays to come in second: Time Warner Cable CEO Rob Marcus stands to collect a whopping $91.9 million if the deal to sell his company to Charter Communications goes through, according to a 700-plus page preliminary proxy filed at the SEC today. He might see $21.8 million in cash, $67.1 million in equity, $396,156 in benefits — mostly for financial planning — and $2.6 million in other awards including a special bonus TWC gave execs for increasing video subs in Q1.
That last bonus is unusual, and seems to give TWC brass a special reward just for doing their jobs: The company agreed to give execs 5% of their 2015 target cash bonus if in any quarter this year the cable company “experienced a net increase in residential video subscribers.” TWC met that goal in Q1, so the board decided to renew it — this time excluding Marcus — to “continue to motivate participants to work to add customers.”
Charter CEO Tom Rutledge can’t complain. He could see $74.6 million from the deals to buy TWC and Bright House Networks if he were to be terminated without cause. That would consist of $15.3 million in cash and $59.3 million in equity.

The document cautions that tallies are estimates based on “multiple assumptions that may or may not actually occur.”
In addition to the pay information, the proxy offers several details about the proposed transaction — as well as its background.
Charter agreed to pay TWC a $2 billion breakup fee if the government blocks it or it doesn’t close at the latest by November 23, 2016. Comcast wasn’t obligated to pay a break-up fee in April when its TWC acquisition deal fell apart.  TWC pays Charter $2 billion if it backs out, for example to make a deal with someone else.
The proxy says that the Comcast deal effectively died on April 22 when the FCC and Justice Department held separate meetings with the cable giant, TWC, and Charter — which stood to benefit from side agreements with Comcast if it bought TWC. Both agencies voiced concerns, and the FCC said that it would recommend that the deal be designated for a hearing. The following day Comcast told TWC that it  had asked the FCC whether any conditions could satisfy its concerns but was told that was “unlikely.”
Rutledge didn’t waste a minute when the companies pulled the plug on April 24. He and his biggest shareholder, John Malone of Liberty Media, spoke to Marcus that day about doing a deal with Charter.
TWC’s representatives received a call in early May from billionaire Patrick Drahi’s Luxembourg-based Altice Group — referred to in the proxy as “Company A.” On May 8 it said that it was willing to pay as much as $200 a share for TWC, far more than Charter’s proposal valued at $172.50. Ten days later Charter raised its offer to $190.
TWC wanted to move quickly, but Altice said on May 20 that it couldn’t immediately come back with a formal offer. The same day Charter raised its cash and stock offer to roughly $200. On May 23 TWC’s board agreed to a deal after its advisers briefed members about Charter’s agreement to pay a $2 billion break-up fee and other conditions.
It paid off well for the advisers. TWC agreed to pay Morgan Stanley $40 million (including $32.5 million when the deal closes). Citigroup Global Markets is up for $32.5 million ($25 million at closing). And Allen & Co and Centerview Partners each are due $27.5 million ($20 million at closing).
On Charter’s side: Goldman Sachs is up for $42.5 million when the TWC deal closes, and another $15 million when the one for Bright House is complete. LionTree Advisors is due $32.5 million when TWC closes, plus $15 million for Bright House.