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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K on 05/29/2015|
On May 23, 2015, Charter Communications, Inc. (Charter or the Company) entered into an Agreement and Plan of Mergers (the Merger Agreement) with Time Warner Cable Inc. (TWC), CCH I, LLC (New Charter), a wholly owned subsidiary of the Company, Nina Corporation I, Inc., Nina Company II, LLC, a wholly owned subsidiary of New Charter, and Nina Company III, LLC, a wholly owned indirect subsidiary of New Charter, pursuant to which the parties will engage in a series of transactions that will result in Charter and TWC becoming wholly owned subsidiaries of New Charter (the Mergers), on the terms and subject to the conditions set forth in the Merger Agreement.
In connection with the Merger Agreement, the Company also entered into an investment agreement with Liberty Broadband Corporation (Liberty), pursuant to which Liberty agreed to purchase $4.3 billion of New Charter Class A common stock (New Charter common stock) (in addition to the previously agreed purchase of $700 million of New Charter common stock) to provide partial financing for the Mergers (the Investment Agreement) and a contribution agreement with Liberty and Liberty Interactive Corporation (Liberty Interactive and together with Liberty, the Liberty Parties), pursuant to which the Liberty Parties agreed to exchange their respective shares of TWC common stock for shares of New Charter common stock (Liberty Contribution Agreement and, together with the Investment Agreement, the Liberty Agreements). Additionally, in connection with the Merger Agreement, the Company entered into a Second Amended and Restated Stockholders Agreement (the Stockholders Agreement) with New Charter, Liberty and Advance/Newhouse Partnership (A/N), which Stockholders Agreement will replace the Companys existing stockholders agreement with Liberty, dated September 29, 2014, and supersede the Amended and Restated Stockholders Agreement with New Charter, Liberty and A/N, dated March 31, 2015. In connection with the Merger Agreement, Charter also amended the contribution agreement (BHN Contribution Agreement) among A/N, A/NPC Holdings LLC, New Charter and Charter Communications Holdings, LLC, dated March 31, 2015 (Amendment No. 1 to the BHN Contribution Agreement) principally to align the contribution contemplated thereby with the transactions contemplated by the Merger Agreement.
The Merger Agreement was approved by the respective boards of directors of Charter and TWC, Amendment No. 1 to the BHN Contribution Agreement has been approved by the respective boards of directors of Charter and Liberty and the Investment Agreement, the Liberty Contribution Agreement and the Stockholders Agreement have been approved by the members of the board of directors of Charter who are not affiliated with the Liberty Parties and by the respective boards of directors of the Liberty Parties.
As part of the Mergers, Charter and TWC will undergo a series of transactions pursuant to which both Charter and TWC will become wholly owned subsidiaries of New Charter. After giving effect to the transactions, New Charter will be the new public company parent that will hold the operations of the combined companies.
Upon consummation of the Mergers, each share of TWC common stock (other than treasury shares held by TWC and TWC stock held by the Liberty Parties) will be converted into the right to receive $100 in cash and shares of New Charter common stock equivalent to 0.5409 shares of Charter Class A common stock (Charter common stock). Each stockholder of TWC will also have the option to elect (an Electing Stockholder) to receive for each TWC share (other than treasury shares held by TWC and TWC stock held by the Liberty Parties) $115 in cash and shares of New Charter common stock equivalent to 0.4562 shares of Charter common stock (in either case, the Merger Consideration). Upon the consummation of the Mergers, each share of TWC common stock held by the Liberty Parties will convert only into New Charter common stock.