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SEC Filings

PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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The ownership cap is defined to mean:

 

    in respect of A/N, the greatest of (i) A/N’s equity interest in New Charter issued at the closing of the BHN transactions (which includes units of Charter Holdings), (ii) 25% and (iii) the voting cap (as defined above) applicable to the A/N parties; and

 

    in respect of Liberty, the greater of (i) 26% and (ii) the voting cap (as defined above) applicable to the Liberty parties.

The BHN/Liberty stockholders agreement also provides that from and after the closing of the BHN transactions, if New Charter or any of its subsidiaries repurchases, redeems or buys back any shares of New Charter Class A common stock and following such transaction an investor party’s equity interest would exceed its ownership cap, such investor party will participate in such transaction to the extent necessary so that such investor party’s equity interest does not exceed its applicable ownership cap following such transaction (in which case the New Charter board of directors will adopt resolutions exempting under Rule 16b-3 under the Exchange Act any such sale by an investor party to New Charter required by this provision.

Standstill Provisions

The BHN/Liberty stockholders agreement also provides that following the closing of the BHN transactions, unless otherwise approved, or an exemption or waiver is otherwise approved, by the unaffiliated directors, and subject to the exceptions specified below and certain exceptions related to the Liberty parties’ actions in connection with the TWC transactions, each A/N party and each Liberty party will not and will use reasonable best efforts to cause its representatives not to, directly or indirectly take certain actions with respect to New Charter, including certain actions regarding (i) the solicitation of proxies relating to the election of directors, (ii) voting trusts or similar arrangements, (iii) stockholder proposals, (iv) the granting of proxies (other than the A/N proxy), (v) the formation of a “13D” group, (vi) seeking control or influencing management other than through participation on the board of directors and the applicable board committees as contemplated by the BHN/Liberty stockholders agreement, (vii) acquiring or proposing to acquire voting securities of New Charter in excess of the ownership cap, (viii) entering into discussions, negotiations, arrangements or understandings with respect to any of the foregoing actions or advising third parties with respect to such actions, (ix) public requests for permission to engage in any of the foregoing actions or (x) contesting the validity of these provisions.

The standstill restrictions described above will not be applicable (subject to the resumption of the standstill restrictions under certain circumstances) to an investor party in certain cases, including if New Charter enters into certain merger or other business combination transactions, certain tender offers or exchange offers for New Charter capital stock, certain solicitations by New Charter of merger or business combination proposals, and certain announcements by New Charter that it is seeking to sell itself, or the applicable investor party’s equity interest in New Charter being equal to or less than 5%.

The BHN/Liberty stockholders agreement also provides that from and following the closing of the BHN transactions, unless otherwise approved, or an exemption or waiver is otherwise approved, by the unaffiliated directors, each A/N party and each Liberty party has agreed not to, and agreed to use reasonable best efforts to cause its representatives not to, directly or indirectly, form a group subject to the reporting requirements of Section 13(d) of the Exchange Act with the other investor party or otherwise have any arrangements or understandings concerning New Charter except for the arrangements set forth in the BHN/Liberty stockholders agreement and in the A/N proxy, subject to certain exceptions specified in the BHN/Liberty stockholders agreement.

Transfer Restrictions

Following the closing of the BHN transactions, each of A/N and Liberty Broadband will be subject to certain restrictions on their ability to sell, transfer or dispose of their capital stock in New Charter and Charter

 

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