8-KLeadership ChangesOther EventsExhibits & Filings

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Executive Changes (Feb 12, 2010)

Filed February 12, 2010For Securities:CHTR

Summary

Charter Communications, Inc. (CHTR) filed an 8-K on February 12, 2010, detailing significant post-bankruptcy corporate actions. The most notable event is the completion of the exchange of "Holdco Units" for cash and Class A common stock, primarily involving Paul G. Allen and affiliated entities. This transaction, which concluded on February 8, 2010, resulted in the company's subsidiary, Charter Holdco, becoming an indirect, wholly-owned subsidiary. Additionally, the company entered into revised Indemnification Agreements with certain officers, including Named Executive Officers, effective February 11, 2010. These agreements, approved by the Board of Directors after the company's emergence from bankruptcy, ensure officers are indemnified to the fullest extent permitted by Delaware law, with a guaranty from an indirect subsidiary, CCH II, LLC. These actions signal a stabilization and formalization of the company's executive and corporate structure following its financial restructuring.

Key Highlights

  • 1Completion of Holdco Unit exchange for cash and Class A common stock, primarily involving Paul G. Allen.
  • 2Charter Holdco is now an indirect, wholly-owned subsidiary of Charter Communications, Inc.
  • 3Revised Indemnification Agreements entered into with certain officers, including Named Executive Officers.
  • 4Indemnification agreements provide indemnification to the fullest extent permissible under Delaware law.
  • 5CCH II, LLC, an indirect subsidiary, guarantees the payment and performance of the Indemnification Agreements.
  • 6These events occurred shortly after Charter Communications' emergence from bankruptcy on November 30, 2009.
  • 7The exchange of Holdco Units was an option available until November 30, 2014, as per a prior agreement.

Frequently Asked Questions

The Holdco Unit exchange allowed Paul G. Allen and affiliated entities to exchange their membership units in Charter Holdco for cash and shares of Charter Communications' Class A common stock, as outlined in a prior exchange agreement. This transaction effectively consolidated ownership of Charter Holdco under Charter Communications.

The revised Indemnification Agreements were put in place following the company's emergence from bankruptcy. They are designed to ensure that key officers are indemnified for their duties to the maximum extent allowed by Delaware law, providing them with a level of protection and security as the company moves forward.

Charter Holdco's transition to an indirect, wholly-owned subsidiary simplifies the company's corporate structure and centralizes control. It reflects the completion of transactions related to the Holdco Units and ensures that the underlying assets and operations managed by Charter Holdco are fully integrated under Charter Communications' ownership.

Yes, these events are directly related to Charter Communications' emergence from bankruptcy on November 30, 2009. The revised indemnification agreements and the completion of the Holdco Unit exchanges are part of the post-bankruptcy restructuring and stabilization efforts.