Back in 2001, in my past life as a M&A banker at JPMorgan Chase, I played a modest role advising Brian Roberts on Comcast’s blockbuster $72 billion acquisition of AT&T Broadband, the cable business of AT&T. It was not the easiest asset to unlock: Since AT&T Broadband was a subsidiary of AT&T and not its own publicly traded company, it was not as if Comcast could buy stock in AT&T Broadband and then make an offer for the company. If AT&T decided it didn’t want to sell its cable business, that would pretty much have been the end of the discussion.
With the insight of my then-colleague, the legendary Rob Kindler, who has since renounced his banker days and is now back practicing law at Paul Weiss, Roberts decided to essentially make an unusual and rare hostile bid for a subsidiary. He announced a big offer for AT&T Broadband and put serious pressure on AT&T management and its board, as fiduciaries for AT&T shareholders, to at least consider Comcast’s bid.