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SEC Filings

PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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    consolidating the companies’ administrative and information technology infrastructure;

 

    coordinating programming and marketing efforts;

 

    coordinating geographically dispersed organizations;

 

    integrating information, purchasing, provisioning, accounting, finance, sales, billing, payroll, reporting and regulatory compliance systems;

 

    integrating and unifying the product offerings and services available to customers, including customer premise equipment and video user interfaces;

 

    completing the conversion of analog systems to all-digital for the systems to be acquired from TWC and BHN;

 

    managing a significantly larger company than before the completion of the mergers and/or the BHN transactions; and

 

    attracting and retaining the necessary personnel associated with the acquired assets.

Even if the new businesses are successfully integrated, it may not be possible to realize the benefits that are expected to result from the mergers and/or the BHN transactions, or realize these benefits within the time frame that is expected. For example, the elimination of duplicative costs may not be possible or may take longer than anticipated, or the benefits from the mergers and/or BHN transactions may be offset by costs incurred or delays in integrating the businesses and increased operating costs. If the combined company fails to realize the anticipated benefits from the transactions, its liquidity, results of operations, financial condition and/or share price may be adversely affected. In addition, at times, the attention of certain members of Charter’s, TWC’s and/or BHN’s management and resources may be focused on the completion of the mergers and/or the BHN transactions and the integration of the businesses and diverted from day-to-day business operations, which may disrupt each company’s business and the business of the combined company.

The substantial indebtedness that will be incurred by New Charter in connection with the mergers (and, if applicable, the BHN transactions) could adversely affect New Charter’s operations and financial condition after the mergers and the BHN transactions.

As of March 31, 2015, Charter had approximately $14.0 billion of long-term debt outstanding, excluding the current portion of long-term debt related to CCOH Safari, LLC and CCO Safari, LLC, which debt was repaid in April 2015. Giving effect to the mergers, the BHN transactions, the Liberty transactions and the related financings, New Charter will have a total of approximately $64.1 billion of long-term debt outstanding (if all TWC stockholders elect the Option A Election) or approximately $68.3 billion of long-term debt outstanding (if all TWC stockholders elect the Option B Election). As of March 31, 2015, after giving effect to the mergers, the BHN transactions and the related financings, New Charter will have availability under its credit facilities of approximately $1.4 billion.

New Charter’s and its subsidiaries’ indebtedness could have negative consequences to New Charter after the mergers (and, if completed, the BHN transactions), such as:

 

    requiring New Charter to dedicate a substantial portion of its cash flow from operating activities to payments on its indebtedness, thereby reducing the availability of cash flow to fund working capital, capital expenditures, research and development efforts, potential strategic acquisitions and other general corporate purposes;

 

    limiting New Charter’s ability to obtain additional financing to fund growth, working capital or capital expenditures, or to fulfill debt service requirements or other cash requirements;

 

    exposing New Charter to increased interest expense to the extent New Charter refinances existing debt with higher cost debt;

 

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