Charter, Time Warner Cable and Bright House Networks Receive Final Regulatory Approval for Transactions
STAMFORD, Conn. and NEW YORK and SYRACUSE, N.Y., May 12, 2016 /PRNewswire/ -- Charter Communications, Inc. (Nasdaq: CHTR) (together with its subsidiaries, "Charter"), Time Warner Cable Inc. (NYSE: TWC) ("TWC"), and Advance/Newhouse Partnership (a parent of Bright House Networks, LLC) today announced that they had received approval from the California Public Utilities Commission for the transactions between the parties, and as such, all required regulatory approvals in connection with the previously announced transactions between Charter and TWC (the "Charter-TWC transactions"), and Charter's acquisition of Bright House Networks have been received. Subject to the remaining customary closing conditions, the Charter-TWC transactions and Charter's acquisitions of Bright House Networks are currently expected to close on or about May 18, 2016.
"We are pleased to have now obtained all approvals," said Tom Rutledge, President and CEO of Charter Communications. "We look forward to closing these transactions next week and to begin delivering the many benefits of these transactions to consumers."
Upon closing of the Charter-TWC transactions, subject to the election described below, TWC stockholders, other than Liberty Broadband Corporation ("Liberty Broadband") and Liberty Interactive Corporation ("Liberty Interactive"), will receive $100.00 in cash and shares of common stock of the new public parent company, which will be named "Charter Communications, Inc." ("New Charter"), equivalent to 0.5409 shares of legacy Charter for each share of TWC common stock ("Option A" consideration). Charter has also provided an option for each TWC stockholder to receive $115.00 of cash and New Charter shares equivalent to 0.4562 shares of legacy Charter for each share of TWC common stock ("Option B" consideration).
The actual number of shares of New Charter common stock that TWC stockholders (other than Liberty Broadband and Liberty Interactive) will be entitled to receive will be calculated by multiplying the exchange ratios of 0.5409 or 0.4562 noted above by 0.9042 ("the parent merger exchange ratio"). Additionally, each legacy Charter stockholder will be entitled to receive 0.9042 shares of New Charter common stock for each share of legacy Charter common stock. Following the close of the Charter-TWC transactions, Charter expects the trading price of New Charter common stock on the NASDAQ to reflect the impact of the parent merger exchange ratio.
As previously announced, the election deadline for TWC stockholders to elect the form of consideration they wish to receive in connection with the Charter-TWC transactions was 5:00 p.m., Eastern Time, on May 12, 2016 (the "Election Deadline"). Based on estimates received from the exchange agent for the election, out of the approximately 285 million shares of TWC common stock outstanding as of the Election Deadline, approximately 183 million shares made a valid election (including through notice of guaranteed delivery procedures), of which approximately 180 million shares elected to receive the Option A consideration and approximately 3 million shares elected to receive the Option B consideration. All shares as to which no election was made at or prior to the Election Deadline will, by default, be converted into the right to receive the Option A consideration when and if the Charter-TWC transactions are consummated and will remain transferable pursuant to their terms (including by sale) until such time.
About Charter Charter (NASDAQ: CHTR) is a leading broadband communications company and the fourth-largest cable operator in the United States. Charter provides a full range of advanced broadband services, including Spectrum TV™ video entertainment programming, Spectrum Internet™ access, and Spectrum Voice™. Spectrum Business™ similarly provides scalable, tailored, and cost-effective broadband communications solutions to business organizations, such as business-to-business Internet access, data networking, business telephone, video and music entertainment services, and wireless backhaul. Charter's advertising sales and production services are sold under the Spectrum Reach™ brand. More information about Charter can be found at charter.com.
About Time Warner Cable Time Warner Cable Inc. (NYSE: TWC) is among the largest providers of video, high-speed data and voice services in the United States, connecting 16 million customers to entertainment, information and each other. Time Warner Cable Business Class offers data, video and voice services to businesses of all sizes, cell tower backhaul services to wireless carriers and enterprise-class, cloud-enabled hosting, managed applications and services. Time Warner Cable Media, the advertising sales arm of Time Warner Cable, offers national, regional and local companies innovative advertising solutions. More information about the services of Time Warner Cable is available at www.twc.com, www.twcbc.com and www.twcmedia.com.
About Bright House Networks Bright House Networks is the sixth largest owner and operator of cable systems in the U.S. and the second largest in Florida, with technologically advanced systems located in five states including Florida, Alabama, Indiana, Michigan and California and two of the top 20 DMAs. Bright House Networks serves approximately 2.5 million customers who subscribe to one or more of its video, high-speed data, home security and automation and voice services. Bright House Networks Business Solutions offers a strong portfolio of video, voice, data, and cloud-based solutions to the small and medium business segments. In addition, Bright House Networks Enterprise Solutions provides advanced, fiber-based telecommunication services to key industry verticals in the mid-market and carrier segments, including cloud-based hosted voice, managed security, and cell backhaul to wireless carriers. The company is Cisco® Master Service Provider-certified under the Cisco Cloud and Managed Service Program, the first cable operator in the United States to achieve this designation. Bright House Networks also owns and operates exclusive, award-winning, local news and sports channels in its Florida markets. For more information about Bright House Networks, or our products and services, visit brighthouse.com.
Important Information For Investors And Shareholders This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed transaction between TWC and Charter, Charter's subsidiary, CCH I, LLC ("New Charter"), filed with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 that includes a joint proxy statement of Charter and TWC that also constitutes a prospectus of New Charter (the "Joint Proxy Statement/Prospectus"). The registration statement was declared effective by the SEC on August 20, 2015, and Charter and TWC commenced mailing the definitive Joint Proxy Statement/Prospectus to their respective stockholders on or about August 20, 2015. On September 21, 2015, Charter's and TWC's respective stockholders each approved the merger agreement at their respective special meetings. INVESTORS AND SECURITY HOLDERS OF CHARTER AND TWC ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders are able to obtain free copies of the registration statement and the definitive Joint Proxy Statement/Prospectus and other documents filed with the SEC by Charter, New Charter or TWC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Charter or New Charter are or will be available free of charge on Charter's website at http://www.charter.com, in the "Investor & News Center" near the bottom of the page, or by contacting Charter's Investor Relations Department at 203-905-7955. Copies of the documents filed with the SEC by TWC are or will be available free of charge on TWC's website at http://ir.timewarnercable.com or by contacting TWC's Investor Relations Department at 877-446-3689.
Cautionary Statement Regarding Forward-Looking Statements Certain statements in this communication regarding the proposed transactions between Charter and TWC, including any statements regarding the expected timetable for completing the transactions, benefits and synergies of the transactions, future opportunities for the respective companies and products, and any other statements regarding Charter's and TWC's future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are "forward-looking" statements made within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are often, but not always, made through the use of words or phrases such as "believe," "expect," "anticipate," "should," "planned," "will," "may," "intend," "estimated," "aim," "on track," "target," "opportunity," "tentative," "positioning," "designed," "create," "predict," "project," "seek," "would," "could", "potential," "continue," "ongoing," "upside," "increases," and "potential," and similar expressions. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the timing to consummate the proposed transactions; the risk that a condition to closing the proposed transactions may not be satisfied; Charter's ability to achieve the synergies and value creation contemplated by the proposed transactions; Charter's ability to promptly, efficiently and effectively integrate acquired operations into its own operations; and the diversion of management time on transaction-related issues. Additional information concerning these and other factors can be found in Charter's and TWC's respective filings with the SEC, including Charter's and TWC's most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Charter and TWC assume no obligation to update any forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
Advance/Newhouse, Media: Kimberly Maki, 407-210-3177, Time Warner Cable, Media: Susan Leepson, 212-364-8281, Analysts: Tom Robey, 212-364-8218, Charter Media: Justin Venech 203-905-7818, Analysts: Stefan Anninger, 203-905-7955