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PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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divestitures, actions, conditions or other remedies are (i) consistent in scope and magnitude with the conditions and actions required or imposed by governmental entities in connection with prior acquisitions of United States domestic cable systems completed in the 12 years prior to May 23, 2015 with an aggregate purchase price of at least $500 million or (ii) related to franchises, state telecommunication authorizations (other than California) or regional sports networks regardless of whether any such condition or action is required or imposed by a governmental entity in connection with prior acquisitions of United States domestic cable systems completed in the 12 years prior to May 23, 2015 with an aggregate purchase price of at least $500 million. Each condition, remedy or action that Charter is not required to accept or take is referred to in this joint proxy statement/prospectus as a “BHN contribution burdensome condition.”

Survival of Representations, Warranties, Covenants and Agreements and Indemnification

The representations and warranties of A/N with respect to the following matters will survive for 18 months following the closing of the BHN transactions: financial statements; absence of changes (including material adverse effect and compliance with certain covenants); absence of undisclosed liabilities; no material litigation, claims or investigations; material contracts; A/N and its affiliates (other than BHN and its subsidiaries) not having ownership of or the right to use any property, assets or rights (other than certain excluded assets and non-operating cash) primarily related to the BHN business; benefit plans; compliance with laws; certain intellectual property matters; accuracy of information provided by A/N for inclusion in this joint proxy statement/prospectus; and undisclosed affiliate transactions. The representations and warranties of Charter with respect to the following matters will survive for 18 months following the closing of the BHN transactions: financial statements; absence of changes (including absence of a material adverse effect and compliance with certain covenants); absence of undisclosed liabilities; no material litigation, claims or investigations; and compliance with laws. Certain fundamental representations of each of A/N and Charter and A/N’s representations and warranties as to no outstanding indebtedness as of closing other than trade working capital incurred in the ordinary course of business, as to no obligation to contribute to multiemployer plans and as to taxes will survive the closing for the applicable statutes of limitations period plus 60 days. A/N’s representations and warranties relating to environmental matters will survive for four years following the closing. All other representations and warranties will not survive the closing. All covenants and agreements of the parties contemplated to be performed prior to or at the closing will terminate 18 months following closing and those to be performed after the closing will terminate on the earlier of (i) the performance of such covenant or agreement or (ii) the expiration of the applicable statute of limitations plus 60 days.

A/N will indemnify Charter, New Charter, Charter Holdings and their respective subsidiaries against all losses incurred or sustained by, or imposed upon these parties based on, arising out of or by reason of any inaccuracy or breach of the representations and warranties of A/N (other than those that do not survive the closing), any breach of any covenant or agreement to be performed by A/N and any assets and liabilities expressly excluded from the BHN contribution. Charter Holdings will indemnify A/N and its affiliates against any and all losses incurred or sustained by, or imposed upon, A/N and its affiliates based on, arising out of, or by reason of any inaccuracy or breach of any representations and warranties of Charter (other than those that do not survive the closing) and any breach of any covenant or agreement to be performed by Charter. The indemnification obligations of each party for breaches of representations and warranties (other than fundamental representations and warranties) are subject to a deductible of $50 million and are generally capped at $2.625 billion, except for certain representation and warranties which are subject to a lower cap of $1 billion. Indemnification for breaches of fundamental representations and warranties of each party is not subject to the deductible or caps.

 

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