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SEC Filings

PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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Charter Stockholder Rights

  

New Charter
Stockholder Rights

  

TWC Stockholder Rights

State Anti-Takeover Provisions   

Charter has not opted out of Section 203 of the DGCL which governs transactions with interested stockholders. See “Description of Charter Capital Stock—Certain Anti-Takeover Effects.”

 

Additionally, Charter’s certificate of incorporation provides that in addition to any other vote required by law, a “business combination” (as defined therein) involving an interested stockholder, defined as a holder of at least 10% of Charter’s voting stock, or an affiliate or associate of such interested stockholder, must receive the following determinations and approvals: (i) a majority of the directors who are not affiliates or associates or representatives of the interested stockholder shall have determined that the business combination and consideration to be received is fair to Charter and its stockholders (other than any stockholder that is an interested stockholder or any affiliates or associates of such interested stockholder), and (ii) holders of at least a majority of the votes entitled to be cast by the holders of the outstanding shares of voting stock, excluding the voting stock beneficially owned by the interested stockholder, or any affiliate or associate of such interested stockholder, voting as a single class, must approve the transaction.

 

  

New Charter will not opt out of Section 203 of the DGCL.

 

New Charter’s amended and restated certificate of incorporation will provide that, only upon the termination of the BHN contribution agreement, in addition to any other vote required by law, a “business combination” (as will be defined therein) involving an interested stockholder, defined as a holder of at least 10% of New Charter’s voting stock, or an affiliate or associate of such interested stockholder, must receive the following approvals: (i) a majority of the directors who are not affiliates or associates or representatives of the interested stockholder shall have determined that the business combination and consideration to be received is fair to New Charter and its stockholders (other than any stockholder that is an interested stockholder or any affiliates or associates of such interested stockholder), and (ii) holders of at least a majority of the votes entitled to be cast by the holders of the outstanding shares of voting stock, excluding the voting stock beneficially owned by the interested stockholder, or any affiliate or associate of such interested stockholder, voting as a single class, must approve the transaction. This provision will only be effective upon the

   TWC has expressly elected to be governed by Section 203 of the DGCL, which provides that, if a person acquires 15% or more of the stock of a Delaware corporation without the approval of the board of directors of that corporation, thereby becoming an “interested stockholder,” that person may not engage in certain transactions, including mergers, with the corporation for a period of three years unless one of the following exceptions applies: (i) the board of directors approved the acquisition of stock or the transaction prior to the time that the person became an interested stockholder, (ii) the person became an interested stockholder and an 85% owner of the voting stock of the corporation in the transaction, excluding voting stock owned by directors who are also officers and certain employee stock plans, or (iii) the transaction is approved by the board of directors and by the affirmative vote of two-thirds of the outstanding voting stock which is not owned by the interested stockholder.

 

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