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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

Board of Directors

Charter Communications, Inc.

May 23, 2015

Page 2

 

and indemnify us against certain liabilities that may arise, out of our engagement. We have provided certain financial advisory and/or underwriting services to the Company and/or its affiliates from time to time for which our Investment Banking Division has received, and may receive, compensation, including acting as financial advisor to the Company in connection with the transaction contemplated by the Agreement and Plans of Merger, dated as of May 23, 2015 (the “TWC Agreement”), among Time Warner Cable Inc. (“TWC”), the Company, New Charter, Amazon Corporation I, Inc., Amazon Company II, LLC and Amazon Company III, LLC, the Contribution Agreement, dated as of May 23, 2015 (the “Exchange Agreement”), by and among Liberty Broadband, Liberty Interactive Corporation, New Charter and Amazon Corporation I, Inc., and the Investment Agreement, dated as of May 23, 2015 (the “Investment Agreement”), by and among the Company, New Charter and Liberty Broadband (collectively, the “TWC Transaction”) and providing the Company with commitments for incremental term loan, revolving credit and bridge loan facilities in connection with the consummation of the TWC Transaction; as joint bookrunner in connection with a senior secured term loan due 2021 (aggregate principal amount $3.5 billion) provided to a subsidiary of the Company in September 2014; and as joint bookrunner in connection with a public offering of 5.50% Senior Unsecured Notes due 2022 (aggregate principal amount of $1.5 billion) and 5.75% Senior Unsecured Notes due 2024 (aggregate principal amount $2.0 billion) by a subsidiary of the Company, in November 2014; and as joint bookrunner in connection with a public offering of 5.125% Senior Unsecured Notes due 2023 (aggregate principal amount $1.150 billion), 5.375% Senior Unsecured Notes due 2025 (aggregate principal amount $750 million) and 5.875% Senior Unsecured Notes due 2027 (aggregate principal amount $800 million) in April 2015. We also have provided certain financial advisory and/or underwriting services to the Liberty Related Entities and their respective affiliates from time to time for which our Investment Banking Division has received, and may receive, compensation, including having acted as joint bookrunner with respect to the refinancing of indebtedness of VTR GlobalCom Spa (“VTR GlobalCom”) and certain of its affiliates and the related public offering of 6.875% Senior Secured Notes due 2024 (aggregate principal amount $1,400,000,000) by VTR Finance B.V. in January 2014; as joint bookrunner with respect to the public offering of 5.500% Senior Secured Notes due 2025 (aggregate principal amount of $425,000,000), 5.500% Senior Secured Notes due 2025 (aggregate principal amount £430,000,000) and 6.250% Senior Secured Notes due 2029 (aggregate principal amount £225,000,000) by Virgin Media Secured Finance PLC (“Virgin Media Secured Finance”) in March 2014; as financial advisor to Liberty Global plc (“Liberty Global”) in its acquisition of certain outstanding shares of VTR GlobalCom and VTR Wireless SpA in March 2014; as sole bookrunner with respect to the public offering of 6.250% Senior Secured Notes due 2029 (aggregate principal amount £175,000,000) by Virgin Media Secured Finance in April 2014; as financial advisor to Liberty Global in its acquisition of a 6.400% stake in ITV plc in July 2014; as financial advisor to Liberty Global with respect to a redemption of certain Senior Secured Notes due 2019 and the public offering of 6.375% Senior Secured Notes due 2024 (aggregate principal amount £300,000,000) and 6.000% Senior Secured Notes due 2024 (aggregate principal amount $500,000,000) in October 2014; as joint bookrunner with respect to the public offering of 4.000% Senior Secured Notes due 2025 (aggregate principal amount £1,000,000,000) and 5.000% Senior Secured Notes due 2025 (aggregate principal amount $550,000,000) in December 2014 by Unitymedia Hessen GmbH & Co. KG and Unitymedia NRW GmbH; as joint bookrunner with respect to the public offering of 3.45% Senior Notes due 2025 (aggregate principal amount of $300,000,000) in February 2015 by Discovery Communications LLC; as bookrunner with respect to public offering of 5.25% Senior Secured Notes due 2026 (aggregate principal amount $500,000,000) and 4.875% Senior Secured Notes due 2027 (aggregate principal amount £525,000,000) in March 2015 by a subsidiary of Virgin Media Inc.; as bookrunner with respect to the public offering of 5.250% Senior Secured Notes due 2026 (aggregate principal amount of $500,000,000) in April 2015 by a subsidiary of Virgin Media Inc.; as financial advisor to Telenet Group Holding NV (“Telenet”) in connection with its acquisition of BASE Company NV in April 2015; and as joint global coordinator in connection with a, 8 year term loan (aggregate principal amount of €800 million) made to Telenet in May 2015. We may also in the future provide financial advisory and/or underwriting services to the Company, New Charter, A/N, the Liberty Related Entities and their respective affiliates for which our Investment Banking Division may receive compensation.

 

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