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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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Certain statements in this joint proxy statement/prospectus and the documents incorporated by reference herein that are not historical facts are “forward-looking” statements made within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements may include, without limitation, statements regarding: the proposed transactions between Charter and TWC, the BHN transactions and the Liberty transactions, such as the expected timetable for completing the transactions and the benefits, synergies and costs of such transactions; and the future operations, financial results, operating performance, anticipated business levels, planned activities, anticipated growth, market opportunities, strategies, competition, and other expectations, beliefs, plans, objectives, assumptions or future events with respect to Charter, TWC, Bright House and/or New Charter. These statements are often, but not always, made through the use of words or phrases such as “believe,” “expect,” “anticipate,” “should,” “planned,” “will,” “may,” “intend,” “estimated,” “aim,” “on track,” “target,” “opportunity,” “tentative,” “positioning,” “designed,” “create,” “predict,” “project,” “seek,” “would,” “could,” “continue,” “ongoing,” “upside,” “increases,” and “potential,” and similar expressions.

All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements include but are not limited to:


    delays in the completion of the mergers and/or the BHN transactions;


    failure to receive necessary stockholder approvals;


    the risk that a condition to completion of the mergers, the BHN transactions and/or the Liberty transactions may not be satisfied;


    the risk that a regulatory or other approval that may be required for the mergers and/or the BHN transactions is delayed, is not obtained or is obtained subject to conditions that are not anticipated;


    New Charter’s ability to achieve the synergies and value creation contemplated by the mergers and/or the BHN transactions, including its ability to achieve such synergies within the expected timeframe;


    New Charter’s ability to promptly, efficiently and effectively integrate the acquired operations, products and employees;


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


    diversion of management time on issues related to the mergers and the BHN transactions;


    changes in Charter’s, TWC’s or BHN’s businesses, future cash requirements, capital requirements, results of operations, revenues, financial condition and/or cash flows;


    disruption in the existing employee, supplier, customer and other business relationships of Charter, TWC and BHN as a result of the mergers and/or the BHN transactions;


    the increase in indebtedness as a result of the mergers and the BHN transactions, which will increase interest expense and may decrease Charter’s operating flexibility;


    changes in transaction costs, the amount of fees paid to financial and other advisors and representatives, potential termination fees and the potential payments to TWC’s executive officers in connection with the mergers and/or the BHN transactions;


    operating costs and business disruption that may be greater than expected;


    the ability to retain and hire key personnel and maintain relationships with providers or other business partners pending completion of the mergers and/or the BHN transactions; and


    the impact of competition.