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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015|
Holdings, subject to certain exceptions set forth in the BHN stockholders agreement, which include, with respect to Charter Class A common stock and Charter Holdings preferred units, transfers pursuant to a widely-distributed underwritten public offering pursuant to the registration rights agreement that will be entered into by Charter, New Charter, Liberty Broadband and A/N at the closing of the BHN transactions, offerings and sales pursuant to Rule 144 under the Securities Act, certain block sales, transfers approved by a majority of the unaffiliated directors, sales between Liberty Broadband and A/N and their respective affiliates (subject to the equity ownership caps described above and certain pricing limitations), transfers approved by a majority of the stockholders of New Charter (other than affiliates of A/N and Liberty Broadband), sales pursuant to a tender offer for all of the outstanding Charter Class A common stock on a fully diluted basis and certain other exceptions (including with respect to hedging and pledging) specified in the BHN/Liberty stockholders agreement. The Charter Class B common stock will not be transferable by A/N. Liberty Broadband also has the right to engage in certain spin off transactions to its stockholders. In addition, any transfer by A/N of Charter Holdings preferred units will be subject to such transfer not causing Charter Holdings to be treated as a publicly traded partnership for federal tax purposes and will be contingent on New Charter obtaining an opinion of its counsel to such effect.
The BHN/Liberty stockholders agreement also provides that in the event of a change of control of New Charter that is approved in accordance with the first bullet under Voting Matters by the Board of Directors, the A/N parties will exchange their common and preferred units of Charter Holdings for New Charter Class A common stock to the extent that such exchange is contemplated by the terms of such change of control transaction.
Stockholder Rights Plan
The BHN/Liberty stockholders agreement provides that New Charter and the board of directors of New Charter will not adopt a stockholder rights plan unless such plan by its terms exempts or, at the time of adoption of such plan New Charter and the board of New Charter take action reasonably necessary to exempt, any accumulation of capital stock by Liberty Broadband or A/N, or certain specified transferees of Liberty Broadband and A/N, up to and including an investor partys equity interest that is less than or equal to the applicable ownership cap; however, this restriction will cease to apply with respect to an investor party when such investor partys equity interest is permanently reduced, in the case of Liberty Broadband, below 15% or, in the case of A/N, below 11%.
The amended and restated certificate of incorporation of New Charter will provide that any decision with respect to a stockholder rights plan, including whether to implement a stockholder rights plan, will be made by a majority of the unaffiliated directors.
Preemptive Rights and Top-Up Rights
The BHN/Liberty stockholders agreement provides that after the closing of the BHN transactions, if New Charter proposes to issue any equity securities of New Charter in a capital raising transaction (as defined below), each of Liberty Broadband and A/N (for so long as such investor partys equity interest in New Charter is equal to or greater than 10%), will have the right to purchase, in whole or in part, for cash a number of such securities that will be determined based on such investor partys pro rata equity interest in New Charter (which is intended to allow such investor party to maintain its percentage ownership interest in New Charter after giving effect to the issuance). The BHN/Liberty stockholders agreement defines a capital raising transaction as any offering of shares of New Charter Class A common stock (or any securities convertible into or exchangeable or exercisable for shares of New Charter Class A common stock) for cash, whether registered under the Securities Act or otherwise (other than pursuant to a stockholders rights plan).
In addition, the BHN/Liberty stockholders agreement provides that, subject to certain exceptions and limitations, until the fifth anniversary of the closing of the BHN transactions, if New Charter proposes to issue