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SEC Filings

8-K
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K on 05/19/2016
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LLC Agreement shall be deemed to have been effected immediately upon foreclosure as set forth in Section 3.5 of the LLC Agreement, in each case, at which time the exchanged Class B Common Units shall be deemed cancelled (and thereby cease to exist) without any action required on the part of any Person, including New Charter or Charter Holdings; provided, however, that in the event of an Exchange hereunder in connection with, and immediately prior to, a Change of Control, other than in connection with a foreclosure, the exchange of Class B Common Units shall be deemed to be effective immediately prior to the consummation of the Change of Control. If any shares of Class A Common Stock are issued pursuant to this Section 2.1(a)(ii), the recipient will be treated as a holder of record of Class A Common Stock as of the close of business on such Date of Exchange or, in the event of an automatic exchange of Class B Common Units pursuant to Section 3.5 of the LLC Agreement, immediately upon foreclosure. Charter Holdings shall deliver (or cause to be delivered) to the exchanging Class B Unitholder or applicable lender(s) the cash consideration or certificates, if any, representing the Class A Common Stock deliverable pursuant to Section 2.1(a)(i) on or before the date that is three (3) Business Days following the Date of Exchange or, in the case of an automatic exchange of Class B Common Units pursuant to Section 3.5 of the LLC Agreement, as soon as reasonably practicable, and in any event on or before the Date of Exchange.

(b) Mandatory Exchanges. In connection with a Change of Control, and subject to any approval of the Change of Control by the holders of Class A Common Stock and Class B Common Stock required under the New Charter Certificate or applicable law, New Charter or Charter Holdings shall have the right to require each Class B Unitholder to Exchange some or all of the Class B Common Units owned by such Class B Unitholder (free and clear of all liens, encumbrances, rights of first refusal and similar restrictions), in consideration for the delivery by Charter Holdings to such Class B Unitholder of a number of shares of Class A Common Stock equal to the number of Class B Common Units required to be exchanged. Any such Exchange pursuant to this Section 2.1(b) shall be effected by the surrender or deemed surrender of the Class B Common Units to be exchanged and shall be effective immediately prior to the consummation of the Change of Control (and, for the avoidance of doubt, shall not be effective if such Change of Control is not consummated), at which time the exchanged Class B Common Units shall be deemed cancelled without any action required on the part of any Person, including New Charter or Charter Holdings. To effect the delivery of such shares of Class A Common Stock, (i) New Charter shall issue and contribute, directly or indirectly, to Charter Holdings, the number of shares of Class A Common Stock equal to the number of Class B Common Units surrendered, (ii) in consideration for the issuance and contribution described in clause (i), Charter Holdings shall issue to the Charter Member the number of Class A Common Units equal to the number of shares of Class A Common Stock issued and contributed to Charter Holdings, (iii) subject to Section 4.8 of the LLC Agreement, New Charter shall take such other actions as are necessary to preserve the 1:1 Up-C structure between New Charter and Charter Holdings as set forth in Section 2.3(a), and (iv) Charter Holdings shall (A) deliver or cause to be delivered at the offices of the then-acting registrar and transfer agent of the Class A Common Stock (or, if there is no then-acting registrar and transfer agent of the Class A Common Stock, at the principal executive offices of New Charter) the number of shares of Class A Common Stock deliverable upon such Exchange, registered in the name of the relevant surrendering Unitholder (or in such other name as is requested in writing by such Unitholder),

 

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