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|LIBERTY BROADBAND CORP filed this Form SC 13D/A on 06/01/2015|
(Amendment No. 2)
LIBERTY BROADBAND CORPORATION
Pursuant to Section 13(d) of the
in respect of
CHARTER COMMUNICATIONS, INC.
This statement on Schedule 13D/A relates to the Class A common stock, par value $.001 per share (the Common Stock), of Charter Communications, Inc., a Delaware corporation (the Issuer or Charter). The statement on Schedule 13D originally filed with the Securities and Exchange Commission (the SEC) by Liberty Broadband Corporation, a Delaware corporation (Liberty or the Reporting Person), on November 13, 2014, as amended by Amendment No. 1 filed with the SEC on April 6, 2015 (together, the Schedule 13D), is hereby further amended and supplemented to include the information set forth herein. This amended statement on Schedule 13D/A constitutes Amendment No. 2 to the Schedule 13D (this Amendment, and together with the Schedule 13D, this Statement). Capitalized terms not defined herein have the meanings given to such terms in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.
On May 23, 2015, the Issuer entered into an Agreement and Plan of Mergers (the Mergers Agreement) with Time Warner Cable Inc. (TWC), CCH I, LLC (New Charter), Nina Corporation I, Inc. (Merger Sub 1), Nina Company II, LLC (Merger Sub 2) and Nina Company III, LLC (Merger Sub 3), pursuant to which (i) New Charter will convert to a Delaware corporation, (ii) following the exchange of shares contemplated by the Contribution Agreement (as described below in Item 6), Merger Sub 1 will merge with and into TWC, with TWC continuing as the surviving company, (iii) TWC, as the surviving corporation, will merge with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving company, and (iv) the Issuer will merge with and into Merger Sub 3 (the Parent Merger), with Merger Sub 3 continuing as the surviving company and a wholly owned subsidiary of New Charter (the TWC Transactions). The TWC Transactions will close no later than five business days following the satisfaction or waiver of customary conditions to closing (the Closing Date), including the receipt of stockholder approval from each of the Issuers stockholders and TWCs stockholders, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act), an effective registration statement (the Registration Statement) registering the shares of Class A common stock of New Charter, par value $0.001 per share (the New Charter Shares) issuable as consideration for the transactions contemplated by the Mergers Agreement, and the receipt of certain other regulatory approvals. Also on May 23, 2015, the Issuer entered into the First Amendment (the First Amendment) to the Contribution Agreement, dated as of March 31, 2015, with Advance/Newhouse Partnership (A/N), A/NPC Holdings LLC, New Charter, and Charter Communications Holdings, LLC, pursuant to which it reaffirmed its, or one of its affiliates, commitment to, subject to the satisfaction of certain conditions, acquire all of the issued and outstanding limited liability company membership interests of Bright House Networks, LLC (Bright House) from A/N (the Bright House Transactions). As a result of the TWC Transactions and the Bright House Transactions, it is expected that New Charter will become the new publicly traded parent company of Charter. In connection with the proposed Bright House Transactions, on May 23, 2015, the Reporting Person entered into an Amended and Restated Stockholders Agreement (the Second Amended and Restated Stockholders Agreement) with the Issuer, New Charter, and A/N, as further described below in Item 6.