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SEC Filings

PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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Table of Contents

THE MERGER AGREEMENT

The following is a summary of the material terms and conditions of the merger agreement. This summary may not contain all the information about the merger agreement that is important to you. The summary in this section and elsewhere in this joint proxy statement/prospectus is qualified in its entirety by reference to the merger agreement attached as Annex A to, and incorporated by reference into, this joint proxy statement/prospectus. You are encouraged to read the merger agreement in its entirety because it is the legal document that governs the mergers.

Structure of the Mergers

The merger agreement provides for three mergers, following which both Charter and TWC will become wholly owned subsidiaries of New Charter. In the first merger (referred to in the merger agreement as the “First Company Merger”), Merger Subsidiary One will merge with and into TWC, with TWC being the surviving corporation. Immediately following the completion of the first merger, in the second merger (referred to in the merger agreement as the “Second Company Merger”), TWC will merge with and into Merger Subsidiary Two, with Merger Subsidiary Two being the surviving entity. Immediately following the completion of the second merger, in the third merger (referred to in the merger agreement as the “Parent Merger”), Charter will merge with and into Merger Subsidiary Three, with Merger Subsidiary Three being the surviving entity. After giving effect to the three mergers, New Charter will be the new public company parent that will hold the operations of the combined companies.

Upon completion of the second and third mergers, the certificate of incorporation and bylaws of TWC and Charter will be replaced by the limited liability company agreements of Merger Subsidiary Two and Merger Subsidiary Three, respectively. Following the completion of the merger, TWC common stock will be delisted from the New York Stock Exchange and deregistered under the Exchange Act.

Completion and Effectiveness of the Mergers

The mergers will be completed and become effective at such time as the applicable certificate of mergers are duly filed with the Delaware Secretary of State (or at such later time as agreed to by the parties and specified in the applicable certificate of merger). Unless another date and time are agreed to by the parties, completion of the mergers will occur as soon as possible, but no later than five business days following satisfaction or, to the extent permissible, waiver, of the conditions to completion of the closing (other than those conditions that by their nature are to be satisfied at completion of the closing, but subject to the satisfaction or, to the extent permissible, waiver of such conditions) described under “—Conditions to Completion of the Mergers.”

As of the date of this joint proxy statement/prospectus, we expect to complete the mergers by the end of 2015 due to our current expectations regarding the timing of required regulatory approvals. However, completion of the mergers is subject to the satisfaction or, to the extent permissible, waiver of the conditions summarized below. There can be no assurances as to when, or if, the mergers will occur. If the mergers are not completed on or before May 23, 2016 (which is the initial end date), either Charter or TWC may terminate the merger agreement, unless all conditions to the closing have been satisfied (other than those conditions that have been waived, to the extent permissible, and other than those conditions that by their nature are to be satisfied at completion of the closing) on the initial end date other than certain conditions relating to regulatory approvals and either Charter or TWC elects to extend the initial end date to November 23, 2016, in which case, if the mergers are not completed on or before November 23, 2016, either Charter or TWC may terminate the merger agreement. The right to terminate the merger agreement on the end date will not be available to Charter or TWC if that party’s breach of any provision of the merger agreement resulted in the failure of the mergers to be completed by that date. See “—Conditions to Completion of the Mergers” and “—Termination of the Merger Agreement.”

 

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