Print Page  Close Window

SEC Filings

PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
Entire Document
 


Table of Contents

LEGAL MATTERS

The validity of the New Charter Class A common stock that will be issued in the mergers and to Liberty Broadband will be passed upon for New Charter by Wachtell, Lipton, Rosen & Katz.

EXPERTS

The consolidated financial statements of Charter Communications, Inc. and subsidiaries as of December 31, 2014 and 2013, and for each of the years in the three-year period ended December 31, 2014, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2014 have been incorporated by reference herein, in reliance upon the reports of KPMG LLP, an independent registered public accounting firm, appearing in Charter’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The consolidated statements of operations, members’ capital, and cash flows of Bresnan Broadband Holdings, LLC and subsidiaries for the year ending December 31, 2012 have been incorporated by reference herein, in reliance upon the report of KPMG LLP, an independent auditor, appearing in our Current Report on Form 8-K filed on April 19, 2013, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The consolidated financial statements of Time Warner Cable Inc. appearing in Time Warner Cable Inc.’s Annual Report (Form 10-K) for the year ended December 31, 2014, and the effectiveness of Time Warner Cable Inc.’s internal control over financial reporting as of December 31, 2014 have been audited by Ernst & Young LLP, an independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of Bright House Networks, LLC as of December 31, 2014 and 2013, and for each of the years in the three-year period ended December 31, 2014, have been included herein in reliance upon the report of KPMG LLP, an independent auditor, included herein, and upon the authority of said firm as experts in accounting and auditing.

FUTURE STOCKHOLDER PROPOSALS

New Charter

This section assumes that the mergers are completed prior to the Charter 2016 annual meeting. If the mergers are not completed prior to the 2016 annual meeting, references in this section to “New Charter” will mean “Charter.” Any stockholder nominations or proposals for other business intended to be presented at New Charter’s 2016 annual meeting of stockholders must comply with the notice procedures set forth in New Charter’s bylaws and be submitted to New Charter as set forth below.

Eligible stockholders interested in submitting a proposal for inclusion in the proxy materials for New Charter’s 2016 annual meeting of stockholders may do so by following the procedures prescribed in Rule 14a-8 under the Exchange Act. In order to be considered timely for inclusion in New Charter’s proxy materials for the 2016 annual meeting of stockholders, stockholder proposals must be received by New Charter’s Corporate Secretary at 400 Atlantic Street, Stamford, Connecticut 06901 no later than November 19, 2015.

Under New Charter’s bylaws a stockholder must follow certain procedures to nominate persons for election as directors or to introduce an item of business at an annual meeting of stockholders. These procedures provide that nominations for director nominees and/or an item of business to be introduced at an annual meeting of

 

361