Print Page  Close Window

SEC Filings

PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
Entire Document
 


Table of Contents

Merger Consideration

Merger Consideration Generally

If the first merger and the second merger are completed, after giving effect to the first merger and the second merger and application of the Option A Base Exchange Ratio and the Option B Base Exchange Ratio, each share of TWC common stock outstanding immediately prior to the completion of the first merger (other than certain shares described below) will effectively be converted into the right to receive either (at the election of the holder thereof):

 

    $100 in cash and shares of New Charter Class A common stock equivalent to 0.5409 shares of Charter Class A common stock; or

 

    $115 in cash and shares of New Charter Class A common stock equivalent to 0.4562 shares of Charter Class A common stock.

However, the actual number of shares of New Charter Class A common stock that TWC stockholders (except as described below) will be entitled to receive will be calculated by multiplying the exchange ratios of 0.5409 (referred to in the merger agreement as the “Option A Base Exchange Ratio”) or 0.4562 (referred to in the merger agreement as the “Option B Base Exchange Ratio”) specified above by 0.9042 (referred to in the merger agreement as the “Parent Merger Exchange Ratio”), which will also be the exchange ratio that will be used to determine the number of shares of New Charter Class A common stock that Charter stockholders will be entitled to receive per share of Charter Class A common stock in the third merger. The application of the Parent Merger Exchange Ratio to the stock portion of the merger consideration to be received by TWC stockholders will not impact the aggregate value represented by the shares of New Charter Class A common stock to be received by stockholders of TWC upon completion of the mergers. The foregoing calculations and mechanics are described in greater detail below. Shares of TWC common stock held by TWC as treasury stock, held by direct or indirect wholly owned subsidiaries of TWC or Charter (other than Merger Subsidiary One) or held by Liberty Broadband or Liberty Interactive will not receive the foregoing merger consideration. Liberty Broadband and Liberty Interactive will only receive shares of New Charter Class A common stock as a result of the three mergers, subject to the terms of the Liberty contribution agreement as described in more detail under “Other Agreements—Liberty Contribution Agreement.”

TWC Stockholders Merger Consideration

At completion of the first merger, each share of TWC common stock outstanding immediately prior to completion of the first merger (except for certain shares described below) will be converted into the right to receive either (at the election of the holder thereof):

 

    $100 in cash and a number of shares of TWC common stock equal to 0.5409 multiplied by 0.9042 (referred to as the “Option A Election”); or

 

    $115 in cash and a number of shares of TWC common stock equal to 0.4562 multiplied by 0.9042 referred to as the “Option B Election”).

The 0.9042 multiplication factor is the exchange ratio used to determine the number of shares of New Charter Class A common stock that Charter stockholders will be entitled to receive in the third merger. In the first merger, cash will be paid for any fractional shares of TWC common stock as a result of the application of the applicable exchange ratio, as described under “—Fractional Shares.” Shares of TWC common stock held by TWC as treasury stock, held by direct or indirect wholly owned subsidiaries of TWC or Charter (other than Merger Subsidiary One) or held by the Liberty Parties will not receive the foregoing merger consideration. Each share of common stock of Merger Subsidiary One outstanding immediately prior to completion of the first merger (which will only include shares of Merger Subsidiary One owned by the Liberty Parties, as described under “Other Agreements—Liberty Contribution Agreement”) will be converted into the right to receive one share of common stock of TWC.

 

224