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SEC Filings

PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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permitted refinancing thereof and (ii) pari passu with the liens on the collateral on Charter’s existing credit facilities and any permitted refinancings thereof. The pari passu ranking of the security interests will be set forth in a customary intercreditor agreement.

Assumed TWC Indebtedness

In addition, in connection with the completion of the TWC transactions, Charter expects to assume approximately $23 billion in aggregate principal amount of TWC’s senior notes and debentures with varying maturities. These notes and debentures will be, upon closing of the TWC transactions and, if applicable, the BHN transactions, secured (i) pari passu with the liens on the collateral securing the new bank loans described above and the new senior secured notes described above and any permitted refinancing thereof and (ii) pari passu with the liens on the collateral on Charter’s existing credit facilities and any permitted refinancings thereof. The pari passu ranking of the security interests will be set forth in a customary intercreditor agreement.

Additional CCOH Notes

Charter expects to fund part of the purchase price for the transactions with additional notes issued by CCOH. These notes are expected to be general unsecured obligations of CCOH, structurally subordinated to all debt and other liabilities (including trade payables) of CCOH’s subsidiaries, including the indebtedness described above. In the event CCOH is unable to issue unsecured notes, CCOH is expected to draw on its commitment for a 364 day unsecured loan facility.

Regulatory Approvals Required for the Mergers

Completion of the mergers is conditioned upon the receipt of certain governmental clearances or approvals, including the expiration or termination of the waiting period relating to the mergers under the HSR Act, approval of the FCC and receipt of certain other governmental consents and approvals from certain state and local authorities.

U.S. Antitrust Filing

Under the HSR Act, certain transactions, including the mergers, may not be completed unless certain waiting period requirements have expired or been terminated. The HSR Act provides that each party must file a pre-merger notification with the FTC, and the Antitrust Division of the DOJ. A transaction notifiable under the HSR Act may not be completed until the expiration or termination of a 30-calendar-day waiting period following the parties’ filings of their respective HSR Act notification forms or the termination of that waiting period. If the DOJ issues a Request for Additional Information and Documentary Material prior to the expiration of the initial waiting period, the parties must observe a second 30-calendar-day waiting period, which would begin to run only after both parties have substantially complied with the request for additional information, unless the waiting period is terminated earlier.

At any time before or after the mergers are completed, the DOJ could take action under the antitrust laws in opposition to the mergers, including seeking to enjoin completion of the mergers, condition completion of the mergers upon the divestiture of assets of Charter, TWC or their respective subsidiaries or impose restrictions on New Charter’s post-mergers operations. In addition, U.S. state attorneys general could take action under the antitrust laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin the completion of the mergers or permitting completion subject to regulatory concessions or conditions. Private parties may also seek to take legal action under the antitrust laws under some circumstances.

FCC Approval

Under the Communications Act, and as a condition to, and before the completion of, the transaction, the FCC must approve the transfer of control of certain licenses and authorizations in connection with the transactions contemplated by the merger agreement. In connection with such approval, the FCC must determine

 

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