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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K on 05/29/2015|
This Contribution Agreement, dated as of May 23, 2015 (this Agreement), is by and among Liberty Broadband Corporation, a Delaware corporation (Liberty Broadband), Liberty Interactive Corporation, a Delaware corporation (Liberty Interactive), Charter Communications, Inc. (Parent), CCH I, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (New Charter) and Nina Corporation I, Inc., a Delaware corporation (Merger Subsidiary One).
WHEREAS, Parent, New Charter and Merger Subsidiary One are concurrently entering into the Mergers Agreement with Time Warner Cable Inc., a Delaware corporation (the Company), Nina Company II, LLC, a Delaware limited liability and a wholly owned direct subsidiary of New Charter (Merger Subsidiary Two), and Nina Company III, LLC, a Delaware limited liability and a wholly owned direct subsidiary of Nina Company II, LLC (Merger Subsidiary Three), pursuant to which, among other things, (i) New Charter will convert to a Delaware corporation, (ii) following the Exchange contemplated by this Agreement, Merger Subsidiary One will merge with and into the Company, with the Company continuing as the surviving corporation, (iii) the Company Surviving Corporation will merge with and into Merger Subsidiary Two, with Merger Subsidiary Two continuing as the surviving company, and (iv) Parent will merge with and into Merger Subsidiary Three, with Merger Subsidiary Three continuing as the surviving company.
WHEREAS, each of Liberty Broadband and Liberty Interactive Beneficially Owns outstanding shares of Company Stock (such shares owned by Liberty Broadband and Liberty Interactive, the LBC TWC Shares and LIC TWC Shares, respectively, and together, the Liberty TWC Shares) and upon completion of the Exchange is expected to Beneficially Own shares of Merger Subsidiary One Common Stock (such shares received by Liberty Broadband and Liberty Interactive in the Exchange, the LBC Exchange Shares and the LIC Exchange Shares, respectively, and together, the Exchange Shares).
WHEREAS, Liberty TWC Shares not subject to the Exchange shall be treated in the same manner as all other outstanding shares of Company Stock are treated pursuant to the Mergers Agreement.
WHEREAS, as a result of transactions contemplated by the Mergers Agreement, the Exchange Shares will be converted into an equal number of shares of Company Surviving Corporation Stock (the Liberty Company Surviving Corporation Shares) at the First Company Merger Effective Time, and the Liberty Company Surviving Corporation Shares shall be converted into an equal number of shares of New Charter Common Stock at the Second Company Merger Effective Time, such that there is an effective exchange rate resulting in one share of New Charter Common Stock for each Liberty TWC Share so exchanged in the Exchange.
WHEREAS, terms used but not defined herein have the meanings ascribed to them in the Mergers Agreement.