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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
Entire Document
 
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                                    common stock. The parties contemplate that:

                                    -        the value of a membership interest
                                             in Charter LLC would be the product
                                             of the percentage interest
                                             represented by such membership
                                             interest times the aggregate value
                                             of Charter LLC

                                    -        the aggregate value of Charter LLC
                                             would equal the value of PublicCo's
                                             membership interest in Charter LLC
                                             divided by the percentage interest
                                             represented by PublicCo's
                                             membership interest in Charter LLC

                                    -        the value of PublicCo's membership
                                             interest in Charter LLC would equal
                                             the sum of (i) the aggregate value
                                             of all outstanding shares of
                                             PublicCo common stock, with each
                                             share valued as described above,
                                             plus (ii) the amount by which the
                                             aggregate exercise price of all
                                             in-the-money options, warrants, and
                                             other similar instruments
                                             exercisable or convertible for
                                             shares of PublicCo common stock is
                                             less than the aggregate value of
                                             all PublicCo common stock issuable
                                             upon the exercise or conversion
                                             thereof

Modification of formulas
for calculating the exchange ratio  This term sheet does not prescribe the
                                    capital structure of either Charter LLC
                                    calculating the exchange ratio or PublicCo
                                    and, therefore, equity interests (such as
                                    preferred or convertible interests) or
                                    liabilities of Charter LLC or PublicCo, or
                                    assets of PublicCo other than its interest
                                    in Charter LLC may exist that prevent the
                                    formulas described under "Exchange ratio"
                                    above from preserving an exchanging member's
                                    relative ownership interest in Charter LLC.
                                    The Exchange Agreement will include
                                    appropriate provisions to deal with such
                                    equity interests, liabilities, or assets.


Registration Rights                 In addition to the Registration Rights
                                    provided in the Registration Rights
                                    Agreement in the form of Exhibit C to the
                                    Purchase and Contribution Agreement, if the
                                    exchange of membership interests in Charter
                                    LLC for PublicCo common stock is to occur
                                    concurrently with PublicCo's initial public
                                    offering and shares of PublicCo stock owned
                                    by any stockholder of PublicCo will be
                                    included in the initial public offering,
                                    then each holder of membership interests in
                                    Charter LLC will have the right to sell a
                                    proportionate number of shares of PublicCo
                                    common stock in the initial public offering
                                    on substantially the same terms as are
                                    described in Section 3 of the Registration
                                    Rights Agreement.


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