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SEC Filings

PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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Additional Conditions to Completion for the Benefit of TWC

In addition, the obligation of TWC to effect the closing is subject to the satisfaction or waiver of the following conditions:

 

    the accuracy (subject only to de minimis exceptions) as of the date of the merger agreement and as of completion of the mergers (or, in the case of representations and warranties that by their terms address matters only as of another specified time, as of that time) of certain representations and warranties made in the merger agreement by Charter regarding its capitalization;

 

    the accuracy (in all material respects in the case of representations and warranties that are not qualified by materiality or material adverse effect) as of the date of the merger agreement and as of completion of the mergers (or, in the case of representations and warranties that by their terms address matters only as of another specified time, as of that time) of certain representations and warranties made in the merger agreement by Charter regarding, among other matters, its corporate existence, its corporate authority relative to the merger agreement and the mergers, the absence of certain conflicts with its organizational documents, certain capitalization matters, the absence of any event, occurrence, development or circumstance occurring since December 31, 2014 to the date of the merger agreement and continuing which, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on Charter, fees payable to its financial advisors in connection with the mergers, the opinions of its financial advisors and the inapplicability of certain antitakeover laws;

 

    the accuracy of all other representations and warranties made in the merger agreement by Charter (disregarding any materiality or material adverse effect qualifications contained in such representations and warranties) as of the date of the merger agreement and as of completion of the mergers (or, in the case of representations and warranties that by their terms address matters only as of another specified time, as of that time), except for any such inaccuracies that have not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Charter;

 

    performance in all material respects by Charter, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three of the material obligations required to be performed by them at or prior to completion of the mergers;

 

    the absence of any event, occurrence, development or circumstance occurring since the date of the merger agreement and continuing which, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on Charter;

 

    receipt of a certificate executed by an executive officer of Charter as to the satisfaction of the conditions described in the preceding five bullets; and

 

    receipt of an opinion from Paul, Weiss, Rifkind, Wharton & Garrison LLP, dated as of the date of completion of the mergers, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion that are consistent with the state of facts existing at the date of completion of the mergers, the second merger will qualify as a reorganization within the meaning of Section 368(a) of the Code.

Representations and Warranties

The merger agreement contains a number of representations and warranties made by TWC and Charter made solely for the benefit of the other, and that are subject in some cases to important exceptions and qualifications, including, among other things, as to materiality and material adverse effect. Furthermore, the assertions embodied in those representations and warranties are qualified by information in the confidential disclosure schedules that the parties have exchanged in connection with signing the merger agreement, which disclosure schedules will not be reflected in the merger agreement or otherwise publicly disclosed. The confidential disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the merger agreement. See “—Definition of “Material Adverse Effect”’ for a definition of material adverse effect applicable to each company. The representation and warranties

 

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