Print Page  Close Window

SEC Filings

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


Table of Contents

Additional Conditions to the Completion of the BHN Contribution for the Benefit of A/N

In addition, the obligation of A/N to effect the closing of the BHN transactions is subject to the satisfaction or waiver of the following conditions:

 

    the accuracy of the representations and warranties of Charter (subject to a material adverse effect qualification, with the exception of certain specified representations);

 

    performance in all material respects by Charter of the covenants and agreements to be performed by it at or prior to the closing;

 

    the absence of any event, occurrence, circumstance, development or condition that, 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 authorized officer of Charter as to the satisfaction of the conditions described in the preceding three bullets; and

 

    delivery by Charter of specified certificates, instruments of assignment and transaction documents.

Charter Obligations Regarding Stockholder Meeting and Recommendation

Under the BHN contribution agreement, Charter is obligated to take all action necessary to cause a meeting of its stockholders to be called and held as soon as reasonably practicable for the purpose of obtaining approvals of its stockholders for approval of each of the BHN transactions stock issuance proposal, the Liberty transactions proposal (as it relates to the BHN/Liberty stockholders agreement and the share issuances to Liberty Broadband in connection with the BHN transactions) and each of the certificate of incorporation proposals. Charter is obligated to include in this joint proxy statement/prospectus the recommendation of its board of directors in favor of these approvals and use its reasonable best efforts to obtain these approvals, except as set forth below.

Charter’s board of directors is not restricted from withdrawing, modifying or qualifying its recommendation in favor of the above approvals if it determines in good faith, after consultation with its outside legal counsel and financial advisor, that failure to take such action would be inconsistent with its fiduciary duties under applicable law. However, no such change in recommendation may be made until at least three business days after A/N receives notice from Charter advising that the board of directors of Charter intends to make such change and the basis for such change. Regardless of any such change in recommendation, Charter must still hold a meeting of stockholders for the purpose of obtaining the above approvals.

Representations and Warranties

The BHN contribution agreement contains a number of representations and warranties made by A/N and Charter, made solely for the benefit of the other, and that are subject in some case 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 publicly filed with the SEC by Charter and in the confidential disclosure schedules that the parties have exchanged in connection with the signing of the BHN contribution 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 BHN contribution agreement. See “The BHN Contribution Agreement—Definition of ‘Material Adverse Effect’” for a definition of material adverse effect applicable to each company. The representations and warranties are used to allocate risk between the parties to the BHN contribution agreement rather than for establishing matters of fact. For the foregoing reasons, these descriptions, representations and warranties should not be read alone.

Representations and Warranties of A/N

The representations and warranties given by A/N in the BHN contribution agreement relate to, among other things:

 

    corporate existence, good standing and qualification to do business;

 

258