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SEC Filings

8-K
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K on 05/29/2015
Entire Document
 


Agreement; and may be subject to standards of materiality applicable to contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, TWC, the Liberty Parties or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of an Agreement, which subsequent information may or may not be fully reflected in the Company’s or TWC’s public disclosures.

ITEM 8.01 OTHER EVENTS.

On May 23, 2015, Charter Communications Operating, LLC (“Charter Operating”), an indirect subsidiary of Charter, received commitments from Goldman Sachs Bank USA, Goldman Sachs Lending Partners, LLP, Bank of America, N.A., Merrill Lynch, Pierce Fenner & Smith Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS AG, Stamford Branch and, UBS Securities LLC to provide incremental senior secured term loan facilities totaling up to $15.0 billion and a senior secured incremental revolving facility equal to $1.7 billion, in each case under Charter Operating’s Amended and Restated Credit Agreement, dated April 11, 2012 (the “Commitments”). In addition, the Commitments provide for (1) up to $6.0 billion in senior secured first lien bridge facilities that would be made in the event that Charter Operating is not able to issue $6.0 billion in senior secured first lien notes on or prior to the closing date, (2) up to $3.5 billion in senior unsecured bridge facilities that would be made in the event that Charter Operating is not able to issue $3.5 billion in senior unsecured notes on or prior to the closing date and (3) up to $4.3 billion in a senior unsecured 364-day loan facility to CCO Holdings, LLC (“CCOH”), an indirect subsidiary of Charter, that would be made in the event that CCOH is not able to issue up to $4.3 billion of senior unsecured notes on or prior to the closing date (the “CCOH Commitment”). On May 27, 2015, Charter Operating and the commitment parties entered into an amendment of the Commitments to add Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch and Deutsche Bank Securities Inc. as a party to the Commitments. The Charter Operating incremental facilities and bridge facilities provided for by the Commitments will be used by Charter to fund the cash payments required upon consummation of the Mergers and the BHN Contribution. The CCOH Commitment, if used, may be used by Charter to fund additional cash Merger Consideration to the extent TWC stockholders elect to receive $115.00 in cash and New Charter shares equivalent to 0.4562 shares of Charter common stock or, in the event the Merger Agreement is terminated, to pay any applicable termination fee.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

Exhibit
Number

  

Description

  2.1    Agreement and Plan of Mergers, dated as of May 23, 2015, among Time Warner Cable Inc., Charter Communications, Inc., CCH I, LLC, Nina Corporation I, Inc., Nina Company II, LLC and Nina Company III, LLC.
  2.2    Amendment No. 1 to the Contribution Agreement, dated May 23, 2015, by and among Advance/Newhouse Partnership, A/NPC Holdings LLC, Charter Communications, Inc., CCH I, LLC and Charter Communications Holdings, LLC.
10.1    Contribution Agreement, dated May 23, 2015, by and among Liberty Broadband Corporation, Liberty Interactive Corporation, Charter Communications, Inc., CCH I, LLC and Nina Corporation I, Inc.
10.2    Investment Agreement, dated May 23, 2015, by and among Charter Communications, Inc., CCH I, LLC and Liberty Broadband Corporation.

 

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