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SEC Filings

PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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Table of Contents

COMPARISON OF STOCKHOLDER RIGHTS

The rights of Charter stockholders are currently governed by Delaware law and Charter’s existing amended and restated certificate of incorporation and bylaws. The rights of TWC stockholders are currently governed by Delaware law and TWC’s existing amended and restated certificate of incorporation and bylaws. Following completion of the mergers, the rights of Charter stockholders and TWC stockholders who become stockholders of New Charter will be governed by Delaware law and New Charter’s amended and restated certificate of incorporation and New Charter’s amended and restated bylaws. If the mergers are not completed, but the BHN transactions are completed, the rights of Charter’s stockholders will be governed by the amended and restated certificate of incorporation and bylaws as described below for New Charter and in such case, references in this “Description of Capital Stock” section to “New Charter” will mean “Charter” upon completion of the BHN transactions and the amendment and restatement of Charter’s existing certificate of incorporation.

The following discussion summarizes the differences between the current rights of Charter stockholders, the current rights of TWC stockholders and the rights of New Charter stockholders. This summary is not intended to be complete and is qualified in its entirety by Delaware law, and the certificates of incorporation and bylaws of each of Charter, New Charter and TWC, respectively. Charter and TWC urge you to carefully read this entire joint proxy statement/prospectus, the relevant provisions of Delaware law and the other documents to which Charter and TWC refer in this joint proxy statement/prospectus for a more complete understanding of the differences between the rights of TWC stockholders, Charter stockholders and New Charter stockholders. Charter and TWC have filed with the SEC their respective governing documents referenced in this comparison of stockholder rights and will send copies of these documents to you, without charge, upon your written or telephonic request. See “Where You Can Find More Information.”

 

    

Charter Stockholder Rights

  

New Charter
Stockholder Rights

  

TWC Stockholder Rights

Authorized Capital Stock    The authorized capital stock of Charter consists of (i) 900,000,000 shares of Charter Class A common stock, par value $0.001 per share, (ii) 25,000,000 shares of Charter Class B common stock, par value $0.001 per share and (iii) 250,000,000 shares of preferred stock, par value $0.001 per share.    The authorized capital stock of New Charter will consist of (i) 900,000,000 shares of New Charter Class A common stock, par value $0.001 per share, (ii) 1,000 shares of New Charter Class B common stock, par value $0.001 per share and (iii) 250,000,000 shares of preferred stock, par value $0.001 per share.    The authorized capital stock of TWC consists of (i) 8,333,333,333 shares of common stock, par value $0.01 per share and (ii) 1,000,000,000 shares of preferred stock, par value $0.01 per share.
   Under Charter’s certificate of incorporation shares of Charter Class B common stock may at all times be held only by certain authorized Class B stockholders, which include (1) Paul G. Allen, (2) his estate, spouse, immediate family members and heirs and (3) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners or    Shares of New Charter Class B common stock will be held at all times only by certain authorized Class B stockholders, which include A/N and its respective affiliates, and otherwise will not be transferable.   

 

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