Print Page  Close Window

SEC Filings

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


Table of Contents
    any vote of New Charter’s stockholders to approve a bankruptcy plan or pre-arranged financial restructuring with the creditors of New Charter or Charter Holdings;

 

    any vote of New Charter stockholders to approve the creation of a new class of shares of New Charter or a new class of units of Charter Holdings;

 

    with respect to each investor party, any vote of New Charter’s stockholders to approve any matter not in the ordinary course and relating to a transaction involving the other investor party or any of its affiliates; and

 

    any vote of New Charter’s stockholders in respect of any resolution that would in any way diminish the voting power of the New Charter Class B common stock compared to the voting power of the New Charter Class A Common Stock; however, this exclusion will apply with respect to Liberty Broadband only if such a resolution would also in any way diminish the voting power of the New Charter shares that are subject to the A/N proxy, as described below.

For purposes of the BHN/Liberty stockholders and the amended and restated certificate of incorporation of New Charter, “voting cap” means the following:

 

    in the case of Liberty Broadband, the greater of (x) the greater of 25.01% and 0.01% above the highest voting interest percentage of any other person or group (which will not exceed 23.5% in the case of A/N) and (y) 23.5%, increased one-for-one to a maximum of 35% for each permanent reduction (as defined in the BHN/Liberty stockholders agreement) in A/N’s equity interest (on an as-converted, as-exchanged basis) in New Charter below 15%; and

 

    in the case of A/N, 23.5%, increased one-for-one to a maximum of 35% for each permanent reduction (as defined in the BHN/Liberty stockholders agreement) in Liberty Broadband’s equity interest in New Charter below 15%.

A/N Proxy

At the closing of the BHN transactions, A/N and Liberty Broadband will enter into a proxy agreement pursuant to which A/N will grant to Liberty Broadband a 5-year irrevocable proxy (which we refer to as the A/N proxy) to vote, subject to certain exceptions, that number of shares of New Charter Class A common stock and New Charter Class B common stock, in each case held by A/N (such shares are referred to as the “proxy shares”), that will result in Liberty Broadband having voting power in New Charter equal to 25.01% of the outstanding voting power of New Charter, provided, that the voting power of the proxy shares will be capped at 7.0% of the outstanding voting power of New Charter. The proxy agreement provides that Liberty Broadband may not vote the proxy shares on any of the excluded matters described above under “—Voting Rights and Limits of Liberty Broadband and A/N” or any proposed change to the terms of the New Charter Class B common stock.

The A/N proxy will terminate, among other circumstances, in the event that Liberty Broadband transfers shares of New Charter other than in connection with certain permitted transfers.

In addition, in the proxy agreement, A/N will grant to Liberty Broadband, for so long as the A/N proxy is in effect, a right of first refusal, subject to certain limitations, to purchase all or a portion of any common units of Charter Holdings or shares of New Charter Class A common stock that A/N proposes to transfer (other than to affiliates of A/N) that constitute either (i) shares representing the first 7.0% of the outstanding voting power of New Charter held by A/N or (ii) shares representing the last 7.0% of the outstanding voting power of New Charter held by A/N. The right of first refusal does not apply to transfers by A/N in connection with a change of control of New Charter. In addition, Liberty Broadband may not exercise the right of first refusal to the extent that the shares purchased would result in its ownership of securities exceeding the voting or ownership caps set forth in the BHN/Liberty stockholders agreement.

 

273