Icahn, Time Warner Reach Settlement

Feb 17, 2006  •  Post A Comment

Time Warner said Friday that it has reached a truce with billionaire financier Carl Icahn under which Mr. Icahn won’t put up a slate of nominees to the Time Warner board, partly in exchange for Time Warner’s boosting the size of its stock buyback to $20 billion.

The resolution capped months of back-and-forth fighting between Time Warner’s management and Mr. Icahn’s investment team, which collectively controlled less than 4 percent of Time Warner’s shares.

Under the terms of the settlement, Time Warner said it would boost its stock buyback program to $20 billion through Dec. 31, 2007, with an expectation to have purchased $15 billion of the total by the end of 2006. Previously, Time Warner had a $12.5 billion buyback in place.

The company also agreed to nominate two more independent directors to serve on the board. And though Mr. Icahn won’t be putting up his own slate, the company committed itself to consulting Mr. Icahn and his investment team, along with other Time Warner shareholders.

The company agreed to intensify its cost-cutting efforts beyond the $500 million that it expects to trim from its budget in 2006. The company said the stepped-up effort is expected to cut spending by $1 billion by the end of 2007.

Mr. Icahn had sought to take control of the media giant in order to launch a series of steps he believed would jump-start the company’s share price. Those steps included breaking up the company into four separate businesses and launching a stock repurchase program bigger than the one Time Warner had under way.

The public imbroglio over Time Warner’s management strategy in light of its flagging stock price reached a crescendo earlier this month when investment firm Lazard, at Mr. Icahn’s request, produced an analysis of what plagued Time Warner and how it could be fixed.

Though the report had been highly anticipated, it received a generally lukewarm reception from Wall Street, where many analysts criticized the report as Monday morning quarterbacking and lacking any innovative strategies for improving the company’s fortunes.

It also failed to win additional support from large shareholders, which people familiar with the matter said helped convince Mr. Icahn to back away from mounting a strong fight against Time Warner and instead move toward a settlement.