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SEC Filings

PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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    the receipt of the stockholder approvals required by the merger agreement and approval of the issuance of shares pursuant to the Liberty investment agreement;

 

    payment by Liberty Broadband of the aggregate amount due for the shares subject to the Liberty investment agreement; and

 

    the closing of the transactions contemplated by the merger agreement.

Termination of the Liberty Investment Agreement

The Liberty investment agreement is terminable as follows:

 

    by mutual written consent of the parties;

 

    by Charter, New Charter or Liberty Broadband if the breach of the representations and warranties or failure to perform the covenants and agreements on the part of the other party is not capable of being cured and would cause any of the applicable conditions to closing not to be satisfied;

 

    by any party if there is a final non-appealable order of a governmental entity restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Liberty investment agreement; or

 

    upon the termination of the merger agreement in accordance with its terms.

If the Liberty investment agreement is validly terminated, then each of the parties will be relieved of its duties and obligations arising from the agreement after the date of the termination; however, the termination will not relieve any party of liability for a breach under the agreement.

A copy of the Liberty investment agreement is attached as Annex D to this joint proxy statement/prospectus. The foregoing summary of the Liberty investment agreement may not contain all of the information about the Liberty investment agreement that is important to you. The summary in this section and elsewhere in this joint proxy statement/prospectus is qualified in its entirety by reference to the Liberty investment agreement attached as Annex D to, and incorporated by reference into, this joint proxy statement/prospectus, which updates and supersedes the version previously filed by Charter. You are encouraged to read the Liberty investment agreement in its entirety.

Liberty Contribution Agreement

Pursuant to the Liberty contribution agreement, immediately prior to the closing of the mergers, each of Liberty Broadband and Liberty Interactive will contribute to Merger Subsidiary One each share of TWC common stock held by Liberty Broadband or Liberty Interactive, respectively, in exchange for one share of common stock of Merger Subsidiary One. Notwithstanding the foregoing, if Liberty Broadband and Liberty Interactive hold more than 110% of the shares they held as of the date of the Liberty contribution agreement (7,723,357 shares in the aggregate) such excess shares will be treated in the same manner as all other TWC shares pursuant to the merger agreement. In addition, Liberty Broadband and Liberty Interactive also covenant to maintain their share ownership over TWC stock at 99% of their ownership as of the date of the Liberty contribution agreement.

Representations and Warranties

The representations and warranties made by Liberty Broadband and Liberty Interactive in the Liberty contribution agreement relate to, among other things:

 

    non-contravention, no third-party approvals, subject to certain exceptions, and execution and enforceability of the agreement; and

 

    ownership of the shares subject to the agreement.

 

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