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SEC Filings

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


  q. Section 8.2(f) is hereby replaced in its entirety with the following: “Cheetah, on the one hand, and A /N on the other hand, may terminate this Agreement at any time prior to the Closing, by giving written notice of termination to the other, upon termination of the TWC Agreement, in each case, if the Tail Condition is no longer capable of satisfaction;

 

  r. A new Section 5.18 entitled “Tail Operations” is hereby added to read:

The Parties agree that following any termination of the TWC Agreement, the Parties shall operate in the ordinary course consistent with past practices instead of compliance with Sections 5.2, 5.3 and 5.4(f); provided that Sections 5.2(xxi) and 5.3(i) shall survive such termination and be applicable to the respective Parties.”

 

  s. Each of the definition of “Cheetah Material Adverse Effect” in the Contribution Agreement, and Section 5.3, Section 5.4(g), and Section 5.12(a) of the Contribution Agreement, is hereby amended by replacing each reference therein to the “Comcast Agreement” with the “TWC Agreement”.

 

  t. Each of the definition of “Excluded Taxes” in the Contribution Agreement, and Sections 3.18(a) and 3.18(b) of the Contribution Agreement, is hereby amended by removing each reference to “or the Specified Assets” therein.

 

  u. Each reference to the “New Cheetah Registration Statement” in Section 5.11(f) of the Contribution Agreement is hereby deemed to refer to the Registration Statement on Form S-4 that will be by Cheetah, New Cheetah or any of their affiliates with respect to the TWC Transaction.

 

  v. Exhibit B of the Contribution Agreement is hereby amended by (i) replacing from the paragraph opposite the heading “Class B Shares” the sentence “The Class B common shares will initially have 50 votes each.” with the following: “The Class B common share will initially have a number of votes reflecting the voting power of the Charter Holdco common units (other than those owned by Charter) and the exchangeable preferred units on an as-converted, as exchanged basis.”, (ii) deleting from the paragraph opposite the heading “Class B Shares” the phrase “, subject to the Class B Director Appointment Right (as defined in the Shareholders’ Agreement)”; and (iii) in the first paragraph opposite the heading “Exchange and Conversion”, replacing the sentence “Any such exchange will also require a conversion of a proportionate amount of Class B shares into common stock.” with the following: “Any such exchange will also require a proportionate adjustment to the voting power of the Class B common share. Upon exchange of all Charter Holdco common units, the Class B share shall be cancelled.”

 

  w. Exhibit A to Exhibit B of the Contribution Agreement is hereby amended by replacing from the paragraph opposite the heading “Ranking” in the column “Explanation” the words “20% vote or equity ownership” with the words “at least 66 2/3% of the preferred units issued to it at Closing”.

 

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