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SEC Filings

PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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THE CHARTER SPECIAL MEETING OF STOCKHOLDERS

This joint proxy statement/prospectus is being provided to Charter stockholders as part of a solicitation of proxies by the Charter board of directors for use at the Charter special meeting. This joint proxy statement/prospectus provides Charter stockholders with important information they need to know to be able to vote, or instruct their brokers or other nominees to vote, at the Charter special meeting.

Date, Time and Location

Together with this joint proxy statement/prospectus, Charter is also sending Charter stockholders a notice of the Charter special meeting and a form of proxy that is solicited by the Charter board of directors for use at the Charter special meeting to be held on [●], 2015, at [●], located at [●], at [●], local time, and any adjournments or postponements of the Charter special meeting.

Only Charter stockholders or their proxy holders may attend the Charter special meeting. If you hold shares in your name as of the record date (the close of business on [●], 2015), please be prepared to provide proper identification, such as a driver’s license, to gain admission to the Charter special meeting.

If you are a beneficial owner of Charter Class A common stock held in “street name” by a broker, bank, nominee or other holder of record as of the record date (the close of business on [●], 2015), in addition to proper identification, you will also need proof of ownership as of the record date to be admitted to the Charter special meeting. A brokerage statement or letter from a bank or broker are examples of proof of ownership. If you want to vote your shares of Charter Class A common stock held in “street name” in person at the Charter special meeting, you will have to obtain a legal proxy in your name from the broker, bank, nominee or other holder of record that holds your shares.

Purpose

At the Charter special meeting, Charter stockholders will be asked to consider and vote on the following proposals:

 

    to approve the adoption of the merger agreement pursuant to which, among other things, (i) TWC will be merged with and into Merger Subsidiary Two, with Merger Subsidiary Two continuing as the surviving entity and a wholly owned subsidiary of New Charter and (ii) Charter will be merged with and into Merger Subsidiary Three, with Merger Subsidiary Three continuing as the surviving entity and a wholly owned subsidiary of New Charter;

 

    to approve the issuance of Class A common stock of New Charter in connection with the mergers contemplated by the merger agreement;

 

    to approve the issuance of (i) a newly created Class B common stock of New Charter or Charter, as applicable, and (ii) common units and preferred units of Charter Communications Holdings, LLC (including shares of Class A Common Stock of New Charter or Charter, as applicable, which may be issued upon conversion or exchange of such common units or preferred units), in each case in connection with the BHN transactions;

 

    to approve the BHN/Liberty stockholders agreement (including the issuance of shares of New Charter or Charter Class A common stock to Liberty Broadband thereunder), the Liberty investment agreement (including the issuance of New Charter Class A common stock to Liberty Broadband thereunder), the Liberty contribution agreement and other transactions contemplated by the merger agreement and the foregoing agreements with Liberty Broadband and Liberty Interactive, as required by Charter’s existing certificate of incorporation;

 

   

to approve the adoption of the amended and restated certificate of incorporation (which will include the creation of the new class of Class B common stock of New Charter or Charter, as applicable) that will

 

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