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SEC Filings

PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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Charter Class A common stock outstanding following the completion of the mergers or (ii) is reasonably likely to result in a reduction to the effective exchange rate at which the Liberty parties have agreed to exchange their shares of TWC common stock pursuant to the Liberty contribution agreement will be deemed material and Liberty Broadband will be entitled to withhold consent to such amendments, waivers and modifications in its sole discretion;

 

    the board of directors of New Charter will exempt the Liberty Broadband investment from Section 203 of the DGCL immediately upon the conversion to a corporation;

 

    Liberty Broadband will use its reasonable best efforts to cause each of LIC, JANA Nirvana Master Fund, Ltd., JANA Master Fund, Ltd. and Coatue Offshore Master Fund, Ltd. to perform their respective obligations under investment agreements of these parties with Liberty Broadband, the proceeds of which will fund Liberty Broadband’s obligations under the Liberty investment agreement and that Liberty Broadband will not terminate, waive or amend any such agreements which would delay or make less likely the consummation of these investments, and will not exercise any right or election that would have the effect of reducing the investments of these third parties without obtaining alternative financing in an equivalent amount or as required by the applicable investment agreement;

 

    New Charter and Charter will cooperate and consult with Liberty Broadband in connection with the preparation of an analysis and methodology to determine whether Charter and/or New Charter is or will be, or has any plan or intention to become, a United States real property holding corporation, as defined in Section 897(c)(2) of the Code, which we refer to as USRPHC, as of the closing date of the Liberty investment, including as a result of the transactions contemplated by the mergers and/or the BHN transactions; and

 

    the parties will negotiate in good faith to execute a customary registration rights agreement with respect to Liberty Broadband’s common stock of New Charter.

Conditions to the Consummation of the Liberty Investment

Liberty Broadband’s obligations under the Liberty investment agreement are subject to several conditions, including:

 

    accuracy of Charter’s and New Charter’s representations and warranties contained in the Liberty investment agreement in all material respects (except certain representations and warranties with respect to validity of the shares to be issued under the Liberty investment agreement, which must be accurate in all respects);

 

    compliance by Charter and New Charter with their covenants in the Liberty investment agreement in all material respects (and in the case of the covenant to effect certificate of incorporation feature proposal 1, in all respects);

 

    the receipt of stockholder approvals required by the merger agreement and approval of the issuance of shares pursuant to the Liberty investment agreement;

 

    delivery by New Charter of the shares subject to the Liberty investment agreement;

 

    satisfaction of conditions set forth in the merger agreement;

 

    expiration or termination of the applicable waiting period under the HSR Act; and

 

    the approval of New Charter Class A common stock for listing on the NASDAQ.

Charter’s obligations under the Liberty investment agreement are subject to several conditions, including:

 

    accuracy of Liberty Broadband’s representations and warranties contained in the Liberty investment agreement in all material respects;

 

    compliance by Liberty Broadband with its covenants in the Liberty investment agreement in all material respects;

 

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