Time-Warner

AOL Time-Warner: You’ve Got Merger

Most people have fond memories of nineties staple AOL which was purchased by Verizon networks for $4.4 billion in 2015. AOL was a true internet pioneer that provided many customers their first taste of dial-up internet access. After its much ballyhooed purchase of “old media” company Time-Warner in 2000, AOL Time-Warner began a slow decline in popularity as emerging broadband technology cut into its market share. By 2003, the combined company posted a $99 billion dollar loss.

The AOL Time-Warner association finally unraveled in 2009 as Time-Warner was spun off. The AOL Time-Warner merger remains (as of 2017) the biggest in US history at roughly $166 billion dollars. Currently, Time-Warner’s market capitalization is north of $75 billion, while AOL’s is estimated at about $2.5 billion.

Fast forward seventeen years after the merger; communications behemoth Verizon plans to launch a new division called “Oath” which will house AOL and its other media properties. I suppose the name is a reaction to the “fake news” phenomenon which surfaced in the 2016 election cycle. One of Oath’s more prominent holdings includes another nineties staple, Yahoo; which was recently purchased by Verizon for $4.8 billion.

The reason I decided to take this AOL trip down memory lane was to share a brief case write-up I generated back in March of 2007 for an MBA strategy class. The write-up briefly discusses the history of AOL and its fateful merger with Time-Warner. Keep in mind that this perspective is from 2007.

History and Development

The media conglomerate known as AOL Time-Warner was formed when America Online, Inc merged with Time-Warner Inc. on January 11, 2001. At the time of the announcement, Time-Warner was the world’s largest media and entertainment company with revenues of 26.8 billion dollars, approximately 5 and half times more than AOL’s 4.8 billion [1]. This 166 billion dollar marriage of leading companies in content assets and internet distribution was the largest proposed merger ever.

AOL initially began operations as Quantum Computer Services. “In 1985, Quantum began offering a graphical-user interface (GUI) BBS for PCs and soon expanded GUI services to Apple and Tandy computers. [2]” The company was renamed America Online in 1989 and concentrated on providing easy online access to a predominately technically illiterate mainstream audience. By the time of the merger with Time-Warner, AOL had grown to be the nations largest online company with close to 22 million subscribers.

Time, was originally founded by Henry Luce and Briton Hadden with $86,375 borrowed from friends and Yale classmates [3]. Warner Bros. Pictures, Inc was formed by brothers Harry, Allen, Sam & Jack in 1923 [4]. In 1990 Time Inc merged with Warner Communications. The 18 billion dollar merger would allow Time to benefit from Warner’s strong international distribution, while Warner would gain from Time’s strong programming [5].

Flat Rate Pricing

AOL initially employed a two part pricing strategy for access to its services. Members were offered a $19.95 rate for 20 hours use and then charged $2.95 for each additional hour they spent online. AOL at this point in time was subjected to very strong competitive forces in the marketplace. The company had previously stuck to its two part pricing strategy even though it had trouble keeping subscribers because smaller rivals were offering unlimited use of the Internet for a single fee.  When AOL’s second biggest competitor Microsoft attempted to set price with a flat pricing scheme of $19.95 for unlimited access, AOL had to match in order to keep its subscribers from defecting.

The shift in pricing strategy had a tremendous effect on the demand for AOL’s service. The subsequent surge in demand illustrates that the demand for AOL’s services was elastic. The price elasticity of demand for certain products or services is highly contingent upon the number and closeness of the substitutes available. For internet access there were many options that were available to consumers during the mid nineties. Thus if the price of a close substitute were to be reduced, buyers of other products would be enticed to switch to the lower cost option. In AOL’s case, buyers switched to the option that offered the most value for the same price as associated switching costs were negligible. The value associated with AOL was its exclusive content and proprietary network in addition to broader internet connectivity. Competitive flat rate pricing along with AOL’s strong brand reputation and a highly elastic demand helped increase its subscriber base and kept its current subscribers from switching to Microsoft’s rival MSN service.

AOL’s Quest for Bandwidth

In the late nineties AOL realized that consumers in the future would demand higher speed connectivity to online content. Unfortunately the only service that AOL offered at this point in time was low bandwidth connectivity via dial-up. The company was at an inflection point where it could decide to stay with a maturing technology or invest in ways to stay competitive as the internet connectivity landscape transitioned. Several high bandwidth options were in the running to become the dominant technology of the future. Of these technologies, access via cable modems using the coaxial cable used to transmit TV signals looked to be the most promising. AOL realized that it would have to develop new strategies to stay competitive in the upcoming high growth mass market populated by the early majority of cable modem users.

AOL’s competitors, Microsoft and AT&T, made significant investments or outright purchases of existing cable operators. As a prerequisite for the acquisition of TCI by AT&T, AOL lobbied the FCC to force TCI to open its cable networks to rival ISPs. “Predictably, this proposal did not sit well with cable operators, especially since they have spent billions on infrastructure upgrades to sell their own Internet-over-cable services.” [6] This strategy proved to be unsuccessful for AOL so predictably the company forged ahead with plays in other broadband categories such as satellite and DSL technologies. Strategic alliances with Hughes Electronics, Bell Atlantic and SBC Communications allowed AOL to hedge against a proliferation in broadband connectivity.

 Strategy Behind the Merger

In theory, the merger of AOL and Time-Warner would allow both companies to realize substantial synergies. According to Steve Case, “We will draw on one another’s strengths, combining AOL’s superior distribution capacity and Internet expertise with Time-Warner’s programming and cable network assets,” [7]. The combined conglomerate would give the new company unprecedented reach across traditional and new internet media. As an example, the conglomerate could offer a multimedia package to advertisers encompassing AOL’s internet offerings and Time-Warner’s traditional media properties. In addition AOL would finally gain access to a cable network allowing it to provide high speed access via the promising coaxial cable method.

Another justification for the merger was the expected costs savings that the new company would realize. For example,” AOL will also be able to shave significant customer acquisition costs by taking advantage of Time-Warner’s vast CD music printing business. One of AOL’s most expensive marketing costs is outsourcing the pressing of its software CDs, which are sent to prospective customers. “ [8] AOL Time-Warner would be presented with bundling opportunities as hit music CDs could contain AOL marketing material and software.

 Beyond 2002

Two years after the historic merger with Time-Warner, AOL’s advertising revenue has dropped and its subscription growth has slowed. As the internet landscape has moved towards broadband, AOL still heavily relies upon dial-up service. A key problem for AOL at this juncture is how to keep users from defecting when they switched to high speed access over cable modems? AOL most concentrate on enriching its content to remain a viable player in the internet landscape. “Content, broadly defined-from downloading music and films to exclusive movie and news clips to prime-time series previews (“The Sopranos” and “Friends”) to the pages of Time magazine-also will be the catalyst that entices dial-up, narrowband subscribers to the more lucrative broadband front as AOL transforms itself into the HBO of the Internet.” [9]

Secondly AOL Time-Warner should concentrate on acquiring more cable operations in order to increase the reach of its broadband services. In 2002 Cablevision was selling at about 25% of its value and Adelphia has indicated that it will sell some of its best cable assets as well [10].

References

[1] Sutel, Seth. “Time Warner being acquired by AOL for about $166 billion”  Associated Press Newswires (10 January 2000): Factiva

[2] http://www.historyoftheinternet.com/chap5.html

[3] http://money.cnn.com/2000/01/10/deals/aol_warner/timeline.htm

[4] http://en.wikipedia.org/wiki/Warner_Bros.

[5] Coy, Peter. “Time Inc. and Warner Communications Merge” The Associated Press. (4 March 1999): Factiva

[6] “Coax Access Fight Goes Regional City Councils Weigh TCI-AT&T Merger” ISP Business News Vol. 5, Issue: 3 (18 January 1999): Factiva

[7] Auchard, Eric “FOCUS – AOL, Time Warner agree to world’s biggest merger.” Reuters News

By Eric Auchard (10 January 2000): Factiva

[8] Cho, Joshua “AOL-TW Synergies Meet with Skepticism.(Company Business and Marketing)” Cable World Volume 12; Issue 11 (13 March 2000): Factiva

[9] Mermigas, Diane “AOL and ABC should emphasize content” Electronic Media Vol: 21 Num: 48 (2 December 2002): Factiva

[10] Gilpin, Kenneth “Cable Industry Plays Catchup” The New York Times (19 May 2002): Factiva

 

 

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