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SEC Filings

PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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At the completion of the second merger, each share of TWC common stock outstanding immediately prior to the completion of the second merger (which will only include shares issued in the first merger) will be converted into the right to receive one share of New Charter Class A common stock.

As described under “Other Agreements—Liberty Contribution Agreement,” as a result of the completion of the first and second mergers, the Liberty Parties will receive one share of New Charter Class A common stock (which is equivalent to 1.106 shares of Charter Class A common stock after giving effect to the exchange ratio in the third merger) for each share of TWC common stock owned by them immediately prior to the completion of the first merger.

Charter Stockholders Merger Consideration

At the completion of the third merger, each share of Charter Class A common stock outstanding immediately prior to the completion of the third merger will be converted into the right to receive 0.9042 shares of New Charter Class A common stock. In the third merger, cash will be paid for any fractional shares of New Charter Class A common stock as a result of the application of the exchange ratio, as described under “—Fractional Shares.”

Adjustments

If, between the date of the merger agreement and completion of the first merger, any change in the outstanding shares of capital stock of TWC or Charter occurs as a result of any reclassification, recapitalization, stock split, combination, exchange or readjustment of shares or any stock dividend thereon with a record date during such period (but excluding any such change that results from the exercise of stock options or other equity awards, the settlement of restricted or deferred stock units or the grant of equity-based compensation in accordance with the merger agreement), the merger consideration and any other amounts payable pursuant to the merger agreement will be appropriately and proportionately adjusted to eliminate the effect of such event thereon.

Fractional Shares

No fractional shares of TWC common stock will be issued to any holder of shares of TWC common stock upon completion of the first merger. Instead, all fractional shares of TWC common stock that a holder of shares of TWC common stock would otherwise be entitled to receive as a result of the first merger will be aggregated and, if a fractional share results from that aggregation, the holder will be entitled to receive cash in an amount determined by multiplying that fraction by the Charter closing price on the trading day immediately prior to the first company merger effective time, as adjusted to take account of the Parent Merger Exchange Ratio.

No fractional shares of New Charter Class A common stock will be issued to any holder of shares of Charter Class A common stock upon completion of the third merger. Instead, all fractional shares of New Charter Class A common stock that a holder of shares of Charter Class A common stock would otherwise be entitled to receive as a result of the third merger will be aggregated and, if a fractional share results from that aggregation, the holder will be entitled to receive cash in an amount determined by multiplying that fraction by the Charter closing price on the trading day immediately prior to the third company merger effective time, as adjusted to take account of the Parent Merger Exchange Ratio.

No interest will be paid or accrued on cash payable in lieu of fractional shares of TWC common stock or New Charter Class A common stock.

Election Procedures

A form of election, which will be mailed to each holder of record of TWC common stock as of the close of business on the election form record date (as defined below), as well as to stockholders who purchase shares of

 

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