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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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THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of May 18, 2016, by and among Charter Communications, Inc., a Delaware corporation (formerly known as CCH I, LLC) (the “Company”), Liberty Broadband Corporation, a Delaware corporation (“Liberty”), Advance/Newhouse Partnership, a New York general partnership (“A/N”), and any other A/N Party or Liberty Party that has become a party to this Agreement by executing and delivering a counterpart to this Agreement in the form attached hereto as Exhibit A.

RECITALS

WHEREAS, the Company, Former Charter Communications Parent, Inc. (formerly known as Charter Communications, Inc.) (“Old Charter”) and A/N, among others, are parties to that certain Contribution Agreement, dated as of March 31, 2015 and as amended on May 23, 2015 (the “Contribution Agreement”), pursuant to which A/N has received, at the closing of the transactions contemplated by the Contribution Agreement, (i) one share of Class B Common Stock, (ii) 30,992,406 Class B Common Units and (iii) 25,000,000 Preferred Units;

WHEREAS, the Company, Old Charter, Liberty and A/N are parties to that certain Second Amended and Restated Stockholders Agreement, dated as of May 23, 2015 (the “Stockholders Agreement”), pursuant to which Liberty has purchased, substantially concurrently with the closing of the transactions contemplated by the Contribution Agreement, from the Company, and the Company issued to Liberty, 3,658,691 shares of Class A Common Stock;

WHEREAS, the Company, Old Charter and Liberty are parties to that certain Investment Agreement, dated as of May 23, 2015 (the “Investment Agreement”), pursuant to which Liberty has purchased, substantially concurrently with the closing of the transactions contemplated by the Mergers Agreement (as defined therein), from the Company, and the Company issued to Liberty, 21,972,648 shares of Class A Common Stock;

WHEREAS, in connection with the consummation of the transactions contemplated by the Investment Agreement, the Contribution Agreement, the Stockholders Agreement and the Mergers Agreement, the parties hereto desire to enter into this Agreement in order to grant certain registration rights to the Holders of Registrable Securities as set forth below.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

Section 1. Definitions.

(a) As used in this Agreement, the following terms shall have the following meanings:

Additional Liberty Demand Registration” has the meaning set forth in Section 2(c)(iv).