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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

Exhibit A

 

    

Key Terms

  

Explanation

Ranking    Preferred units with no additional preferred units of this ranking to be issued    As long as A/N maintains 20% vote or equity ownership, A/N to have veto on the issuance of additional preferred units of Charter Holdco LLC having equal or superior liquidation preference1
Notional    $2.5 billion    Aggregate liquidation preference of the securities
Maturity    Perpetual    No stated maturity on the security
Dividend    6.00%    Annual yield on the security, which is paid in cash through a dividend, payable quarterly in arrears

Conversion Premium/ Price

   40%    Conversion price equal to reference price x 1.40, subject to Conversion Price Adjustment

Issuer Call Redemption

   Issuer may force conversion after 5 years if stock price exceeds 130% of conversion price    Issuer may force conversion of security into common equity after 5 years if stock price exceeds 130% of conversion price for 20 out of 30 calendar days. Any accrued and unpaid dividends will be paid in cash upon conversion, including all accrued and unpaid penalty interest thereon, if any.
Dividends Format    Cumulative    If dividends are suspended at any time, the dividends will accrue until they are paid, with all accrued and unpaid dividends to accrue penalty interest at the rate of 6.00% per annum if not paid in the subsequent quarter. No dividends or distributions other than tax distributions may be paid on, and no repurchases may be made of, any other class of Charter Holdco LLC common or preferred until all accrued dividends on the preferred have been paid (including all accrued and unpaid penalty interest thereon, if any). Notwithstanding the foregoing, it is understood that if a tax distribution has been made to Charter Holdco LLC’s members or if Charter otherwise has requisite funds, Charter may use such funds for share buybacks.

Conversion Price Adjustment

   Adjusted for dividends paid on Charter common over the life of the security, as well as other standard anti-dilution adjustments, except for tax distributions made    Tax distributions made to A/N and Charter will be carved out from any adjustments to the conversion price.

 

1  Seniority protection will not include any back to back preferred required from LLC for debt at Charter

 

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