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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K on 05/29/2015|
Each of A/N and Liberty will be subject to certain limits on acquisitions of New Charter shares. In addition, any shares owned by A/N or Liberty in excess of its applicable voting cap must be voted in proportion to the public stockholders of New Charter, other than with respect to certain specified matters. At the closing of the BHN Contribution, A/N and Liberty will enter into an agreement pursuant to which A/N will grant to Liberty a five-year irrevocable proxy to vote, subject to certain exceptions, that number of New Charter common stock and shares of New Charter Class B common stock, in each case, held by A/N (such shares, the Proxy Shares), that will result in Liberty having voting power in New Charter equal to 25.01% of the outstanding voting power of New Charter (provided, that the voting power of the Proxy Shares will be capped at 7.0% of the outstanding voting power of New Charter), as well as a right of first refusal to purchase certain shares from A/N in the event it decides to dispose of such shares. Each of A/N and Liberty will be subject to certain standstill provisions and, subject to certain exceptions, shall not be permitted to form a group, within the meaning of Regulation 13D, with each other or otherwise have arrangements or understandings concerning New Charter.
Each of A/N and Liberty will be entitled to preemptive rights to maintain their respective percentage equity ownership of New Charter in certain specified circumstances and to the extent that each maintains certain specified thresholds of equity or vote ownership in New Charter. Each of A/N and Liberty will be subject to certain restrictions on their ability to sell, transfer or dispose of their New Charter securities.
The number of directors that each of A/N and Liberty are entitled to nominate will decrease, and, generally, the other rights of each of A/N and Liberty will terminate, as such party falls below certain vote or equity ownership thresholds, subject to certain grace periods during which such party can return its ownership to the applicable threshold.
Amendment No.1 to the BHN Contribution Agreement
In connection with the Merger Agreement, the Company and A/N amended the BHN Contribution Agreement to conform with the Merger Agreement and to delete references to the now-terminated transaction between Comcast Corporation and TWC (the Comcast Transaction). Pursuant to the amendment, the BHN Contribution will no longer be conditioned on the now-terminated Comcast Transaction or expiration of the ROFO and will not include termination rights related to the Comcast Transaction or the ROFO. Instead, the amendment conditions the closing of the BHN Contribution on the consummation of the Mergers, unless the Merger Agreement is terminated under certain circumstances and prior to such termination an alternative acquisition proposal for TWC has been made and TWC enters into a definitive agreement to consummate such proposal within 12 months of the termination (Tail Condition). The outside termination date for the BHN Contribution Agreement will be automatically extended until the third business day following the end date of the Merger Agreement or, if later, the expiration of 12 months following the termination of the Merger Agreement unless the Tail Condition can no longer be satisfied.
The foregoing description of Amendment No. 1 to the BHN Contribution Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of Amendment No. 1 to the BHN Contribution Agreement, which is filed herewith as Exhibit 2.2 and is incorporated herein by reference.
Copies of the Merger Agreement, the Liberty Agreements, the Amended and Restated Stockholders Agreement and Amendment No. 1 to the BHN Contribution Agreement (the Agreements) have been included as exhibits to this Current Report on Form 8-K to provide investors with information regarding their terms. They are not intended to provide any other factual information about the Company, TWC, the Liberty Parties or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in each Agreement were made only for purposes of such agreement and as of specific dates; were made solely for the benefit of the parties to such Agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures; may not have been intended to be statements of fact, but rather, as a method of allocating contractual risk and governing the contractual rights and relationships between the parties to such