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SEC Filings

PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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    sufficiency of funds to consummate the investment; and

 

    absence of pending or threatened action, suit, investigation or proceeding.

Amendments to the Existing Stockholders Agreement

The Liberty investment agreement also amends the existing stockholders agreement with Liberty Broadband, dated March 19, 2013 (as amended on September 29, 2014), to provide that (i) Charter will continue to include Liberty’s designees to the Charter board of directors in Charter management’s slate for nominees for election as a director through Charter’s 2019 annual meeting, (ii) certain provisions of the standstill are waived to permit the transactions contemplated by the merger agreement, the Liberty contribution agreement, the Liberty investment agreement and a proxy and right of first refusal agreement with Liberty Interactive, and (iii) to provide for director compensation for each of Liberty’s designees on Charter’s board of directors to the same extent received by other directors. The BHN/Liberty stockholders agreement will replace Charter’s existing stockholders agreement with Liberty Broadband, dated March 19, 2013 (as amended on September 29, 2014) and supersede the amended and restated stockholders agreement among Charter, New Charter, Liberty Broadband and A/N, dated March 31, 2015. Except for certain provisions and agreements in the BHN/Liberty stockholders agreement that went into effect on May 23, 2015, the existing stockholders agreement (as amended by the Liberty investment agreement) will remain in effect until the closing of the BHN contribution or the mergers, whichever occurs earlier, and, in the event the BHN/Liberty stockholders agreement is terminated, will revive and continue in full force and effect.

Covenants of the Parties to the Liberty Investment Agreement

The Liberty investment agreement also includes a number of covenants, including that:

 

    Charter will use the proceeds from the Liberty investment agreement to fund a portion of the cash consideration for the transactions contemplated by the merger agreement;

 

    the parties will use reasonable best efforts to consummate the transactions contemplated by the Liberty investment agreement and secure regulatory approvals, provided that no party will be required to (x) hold separate or divest assets, businesses or interests of such party or accept limitations on such party’s freedom of action with respect to future acquisitions of assets or existing or future business or activities or full rights of ownership, possession and use of any asset now owned or acquired in the future, (y) agree to any other adverse or burdensome conditions to satisfy the objection of any governmental entity or (z) incur any financial obligation imposed or required by any governmental entity, in each case that would have or would reasonably be expected to have a material adverse effect on Liberty Broadband;

 

    Charter will conduct its business in the ordinary course of business consistent with past practice and will not issue or authorize to issue or sell any shares of any class or series of capital stock, limited liability company interests, or other equity interests of Charter or New Charter other than issuances of equity compensation awards in the ordinary course of business consistent with past practice;

 

    Charter waived the standstill provisions of the existing stockholders agreement with Liberty Broadband with respect to certain agreements, arrangements and understandings among Liberty Broadband, Liberty Interactive and third party investors in connection with the mergers;

 

    the amended and restated certificate of incorporation of New Charter, in effect at the completion of the mergers, will not include Article Eighth of Charter’s existing certificate of incorporation, pertaining to New Charter’s transactions with interested stockholders;

 

   

Charter will not amend, waive or modify, in any material respect that is adverse to Liberty Broadband, any provision of the merger agreement without the prior written consent of Liberty Broadband, which will not be unreasonably withheld, conditioned or delayed; provided that an amendment, modification or waiver that (i) is reasonably likely to result in an increase in the total number of shares of New

 

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