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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 425 on 05/26/2015
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Bright House Transaction Accretive to CHTR and TWC Shareholders BHN – A Flagship Cable Asset Largest cable operator in Tampa and Orlando – attractive, growing areas; both top 20 DMAs Best in class infrastructure – highly standardized, converged metro, regional and backbone IP networks
99.5% of network ³ 750MHz; first provider of all fiber Gigabit communities in Florida
BHN customer satisfaction scores among the highest in the industry 54% total customer relationship penetration and 39% residential triple-play penetration contributes to attractive cash flow profile Rationale and Benefits Enhances scale and footprint – ~2 million video customers in complete, growing markets
Attractive purchase price of 7.6x 2014 pro forma EBITDA; 6.5x net of tax benefits and synergies
Provides strategic and financial flexibility Partnership structure with significant tax benefits New investment from long-term cable investors
$10.4 Billion Total Consideration $5.9 billion of common units1) 34.3 million Charter partnership common units exchangeable into New Charter common stock
Represents 10% ownership in New Charter1) $2.5 billion of preferred units2) 10.3 million preferred units, exchangeable into common units of the partnership at a 40% conversion premium Represents 3% ownership in New Charter3)
6% coupon; cash dividend of $150 million per year paid to A/N, assuming no conversion $2.0 Billion of cash
New Charter not to assume any Bright House debt or pension liabilities Class B stock at New Charter provides as-if converted voting
1) 34.3 million Common Partnership Units, multiplied by the Reference Price ($173.00), negotiated with Advance/Newhouse. Class B stock at New Charter provides as-if converted voting. 2) 10.3 million Preferred Partnership Units convertible into New Charter common stock, as-if converted, at a conversion price $242.19.
3) Assumes that Time Warner Cable shares outstanding, excluding shares held by Liberty and LIC, are exchanged for $100 in cash and 0.5409 equivalent Charter shares. 15 Charter COMMUNICATIONS Time Warner Cable ® bright house ® NETWORKS