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SEC Filings

PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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addition to those of stockholders generally, as described in the section entitled “Interests of TWC’s Directors and Executive Officers in the Transactions.”

The above discussion of the material factors considered by the TWC board of directors in its consideration of the mergers and the transactions contemplated by the merger agreement is not intended to be exhaustive, but does set forth the principal factors considered by the TWC board of directors. In light of the number and wide variety of factors considered in connection with the evaluation of the mergers, the TWC board of directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its final decision. The TWC board of directors viewed its position as being based on all of the information available to it and the factors presented to and considered by it. However, some directors may themselves have given different weight to different factors. The factors, potential risks and uncertainties contained in this explanation of TWC’s reasons for the mergers and other information presented in this section contain information that is forward-looking in nature and, therefore, should be read in light of the factors discussed in “Cautionary Statement Regarding Forward-Looking Statements.”

THE TWC BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT TWC STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE ADOPTION OF THE MERGER AGREEMENT AND “FOR” THE TWC ADVISORY COMPENSATION PROPOSAL.

Charter’s Reasons for the Mergers and Other Transactions; Recommendation of the Charter Board of Directors

In reaching its decision to approve and declare advisable the merger agreement, the mergers, the stock issuances, the Liberty transactions, the amendments to the certificate of incorporation, the BHN transactions and the other transactions contemplated by the merger agreement, the Liberty agreements and the BHN contribution agreement and to recommend that Charter stockholders vote “FOR” each of the proposals that will be presented at the Charter special meeting, the Charter board of directors consulted with members of Charter’s management as well as with its financial and legal advisors and carefully considered a variety of factors, including the following:

 

    the significant expansion of Charter’s operating footprint and growth oriented operating strategy provided by the transactions, which is expected to permit Charter to provide better marketing and service capabilities and pursue additional growth opportunities;

 

    the increased scale of Charter’s operations following the transactions, including the fact that the transactions will result in Charter acquiring approximately a net 13 million video customers, increasing Charter’s video customer base from 4.3 million in December 2014 to approximately 17.3 million upon completion of the transactions;

 

    the significant cost synergies expected to be realized in the transactions and greater operating efficiencies;

 

    the expectation that the larger scope of the operations will permit accelerated and more efficient technology platform investments, deployment of faster Internet speeds, higher quality video experiences, and improved voice products over a large footprint, and otherwise improve Charter’s ability to compete in its industry;

 

    the financial strength of Charter after the transactions and the increased flexibility that this strength should provide, including an ongoing ability to engage in operating, technology, strategic and other initiatives providing stockholder value;

 

    the results of Charter’s management’s due diligence investigation of each of TWC and Bright House and the reputation, business practices and experience of each of TWC and Bright House and their respective management;

 

    the historical trading prices of TWC common stock and Charter Class A common stock;

 

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