Charter Communications to Merge with Time Warner Cable and Acquire Bright House Networks
In addition,
Charter also announced today that
Following the close of both the Charter-Time Warner Cable and the Charter-Advance/Newhouse transactions, and depending on the outcome of the cash election feature offered in the Charter-Time Warner Cable transaction,
The combination of Charter,
"The teams at Charter,
"With today's announcement, we have delivered on our commitment to maximizing shareholder value," said
"Today's announcement is good news for customers and potential customers, as well as our employees, since we will be in a stronger position to deliver competitive services, invest in advanced technology, and develop innovative products that will compete with global and national brands," said
New Charter will be led by
Pursuant to the agreement between Charter and Advance/Newhouse, Charter and Advance/Newhouse will form the Partnership utilizing an existing subsidiary of
Upon closing of the Charter-Advance/Newhouse transaction, a new shareholder's agreement (the "Shareholder's Agreement") with Advance/Newhouse and Liberty Broadband will become effective. Under the new agreement, Advance/Newhouse and Liberty Broadband will be granted preemptive rights, allowing each to maintain their pro rata ownership in New Charter. The Shareholder's Agreement also provides for voting caps and required participation in buybacks at specified acquisition caps, and stipulates transfer restrictions among other shareholder governance matters. In connection with the Charter-Advance/Newhouse transaction as amended, Advance/Newhouse has agreed to grant Liberty Broadband a voting proxy on its shares, capped at 7%, for the five years following the close of the transaction, such that Liberty Broadband would have total voting power of approximately 25% at closing. The proxy excludes votes on certain matters.
The Charter-Time Warner Cable transaction is subject to approval by both Charter and
Teleconference and Webcast for
Charter and
The conference call will be webcast live via Charter's website at ir.charter.com and
Those participating via telephone should dial 866-919-0894 no later than 10 minutes prior to the call. International participants should dial 706-679-9379. The conference ID code for the call is 54712821. A replay of the call will be available at 855-859-2056 or 404-537-3406 beginning two hours after the completion of the call through the end of business on
1 Legacy
About Charter
About
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
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 transactions referred to in this material,
Charter and
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this communication regarding the proposed transaction between Charter and
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SOURCE
Charter: Media: Justin Venech, 203-905-7818; Analysts: Stefan Anninger, 203-905-7955; Time Warner Cable: Media: Susan Leepson, 212-364-8281; Analysts: Tom Robey, 212-364-8218; Bright House Networks: Media: Kimberly Maki, 407-210-3177