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SEC Filings

PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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termination” test described in the section titled “U.S. Federal Income Tax Consequences of the First Merger to U.S. Holders of TWC Common Stock—Section 302 Tests.” Non-U.S. holders of TWC common stock should consult their own tax advisors regarding the particular tax consequences to them of the mergers, including the application of U.S. federal income tax withholding, their potential eligibility for a withholding tax reduction or exemption, and the refund procedure.

U.S. Federal Income Tax Consequences of the Second Merger to U.S. Holders of TWC Common Stock

A U.S. holder that exchanges its common stock of the surviving corporation of the first merger for shares of New Charter Class A common stock pursuant to the second merger:

 

    will not recognize any gain or loss upon the exchange of shares of common stock of the surviving corporation of the first merger for shares of New Charter Class A common stock in the second merger;

 

    will have a tax basis in the New Charter Class A common stock received in the second merger equal to the tax basis of the common stock of the surviving corporation of the first merger surrendered in exchange therefor; and

 

    will have a holding period for shares of New Charter Class A common stock received in the second merger that includes its holding period for its shares of common stock of the surviving corporation of the first merger surrendered in exchange therefor.

U.S. Federal Income Tax Consequences of the Third Merger to U.S. Holders of Charter Class A Common Stock

Subject to the discussion below relating to the receipt of cash in lieu of fractional shares, a U.S. holder of Charter Class A common stock:

 

    will not recognize any gain or loss upon the exchange of shares of Charter Class A common stock for shares of New Charter Class A common stock in the third merger;

 

    will have a tax basis in the New Charter Class A common stock received in the third merger equal to the tax basis of the Charter Class A common stock surrendered in exchange therefor; and

 

    will have a holding period for shares of New Charter Class A common stock received in the third merger that includes its holding period for its shares of Charter Class A common stock surrendered in exchange therefor.

Cash in Lieu of Fractional Shares

No fractional shares of New Charter Class A common stock will be distributed to holders of Charter Class A common stock in connection with the third merger. A U.S. holder that receives cash in lieu of a fractional share of New Charter Class A common stock as a part of the third merger will generally recognize a capital gain or loss measured by the difference between the cash received for such fractional share and the portion of the U.S. holder’s tax basis in the shares of Charter Class A common stock allocable to the fractional share. Such capital gain or loss will generally be long term capital gain or loss if the holding period for such shares of Charter Class A common stock is more than one year. Long term capital gain of certain non-corporate taxpayers, including individuals, is generally taxed at preferential rates. The deductibility of capital losses is subject to limitations.

Backup Withholding

Backup withholding at the applicable rate (currently 28%) may apply with respect to certain cash payments unless the holder of the TWC common stock or Charter Class A common stock, as applicable, receiving such payments (i) is an exempt holder (generally, corporations, tax-exempt organizations, qualified pension and profit-

 

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