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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 425 on 05/29/2015|
THIS INVESTMENT AGREEMENT, dated May 23, 2015 (this Agreement), is entered into by and among Charter Communications, Inc., a Delaware corporation (the Company), CCH I, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (New Charter), and Liberty Broadband Corporation, a Delaware corporation (the Purchaser). Certain terms used in this Agreement are used as defined in Section 9.14.
WHEREAS, the Company is concurrently herewith entering into an Agreement and Plan of Mergers, dated the date hereof (the Mergers Agreement), with Time Warner Cable Inc., a Delaware corporation (Target) pursuant to which (i) New Charter will be converted into a Delaware corporation in accordance with Section 265 of the General Corporation Law of the State of Delaware and Section 216 of the Limited Liability Company Act of the State of Delaware, (ii) a newly formed merger subsidiary will merge with and into Target (the First Company Merger), with Target as the surviving corporation in the First Company Merger, (iii) immediately following the First Company Merger, Target will be merged with and into a newly formed merger subsidiary (the Second Company Merger), with such merger subsidiary as the surviving entity in the Second Company Merger and (iv) immediately following the consummation of the Second Company Merger, the Company shall be merged with and into a newly formed merger subsidiary and wholly owned subsidiary of New Charter (Merger Subsidiary), with Merger Subsidiary surviving as a wholly owned subsidiary of New Charter (the Parent Merger);
WHEREAS, subject to the terms and conditions of this Agreement, and in furtherance of the transactions contemplated by the Mergers Agreement, immediately following the closing of the Parent Merger, Purchaser desires to purchase, and New Charter desires to issue and sell to Purchaser, shares of New Charters Class A common stock, par value $.001 per share (the Common Stock), for an aggregate purchase price of $4,300,000,000 (the Aggregate Purchase Price); and
WHEREAS, each of the respective Boards of Directors (or duly authorized committee thereof) (or Board of Managers, as applicable) of the Company, New Charter and Purchaser, respectively, has approved this Agreement and the transactions contemplated hereby and has determined that it is in the best interests of the Company, New Charter, and Purchaser, respectively, and their respective stockholders or members (if applicable) to enter into this Agreement and consummate the transactions contemplated hereby.