8-KMaterial AgreementsOther EventsExhibits & Filings

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Material Agreement (Dec 30, 2011)

Filed December 30, 2011For Securities:CHTR

Summary

Charter Communications, Inc. (CHTR) filed an 8-K on December 30, 2011, to report on significant stock repurchase agreements entered into on December 23, 2011, and finalized on December 29-30, 2011. The company acquired an aggregate of approximately 5.141 million shares from funds affiliated with Oaktree Capital Management and Apollo Management Holdings. The repurchases were executed at a price of $54.35 per share, representing a slight discount to the closing price on the agreement date. Specifically, Apollo-affiliated funds sold 2.15 million shares for $116.9 million, and Oaktree-affiliated funds sold 2.99 million shares for $162.6 million. These transactions reflect a strategic move by Charter to reduce its outstanding share count.

Key Highlights

  • 1Charter Communications entered into stock repurchase agreements on December 23, 2011.
  • 2The company acquired a total of 5.141 million shares from Oaktree Capital Management and Apollo Management Holdings affiliated funds.
  • 3The repurchase price was $54.35 per share, a 3.5% discount to the December 23, 2011 closing price.
  • 4The total transaction value for the repurchased shares was approximately $279.5 million ($116.9 million to Apollo + $162.6 million to Oaktree).
  • 5The closings for these repurchase agreements occurred on December 29 and December 30, 2011.
  • 6The agreements are considered material definitive agreements, reported under Item 1.01 of the 8-K.
  • 7A press release detailing these repurchases is included as an exhibit.

Frequently Asked Questions

The primary purpose of this 8-K filing was to report Charter Communications, Inc.'s entry into material definitive agreements for the repurchase of approximately 5.141 million shares of its stock from funds affiliated with Oaktree Capital Management and Apollo Management Holdings.

Charter repurchased a total of 5.141 million shares. Of these, 2.15 million shares were repurchased from funds affiliated with Apollo Management Holdings, and 2.99 million shares were repurchased from funds affiliated with Oaktree Capital Management.

The shares were repurchased at a price of $54.35 per share. This price represented a 3.5% discount to Charter's closing stock price on December 23, 2011, the date the agreements were made.

The total financial commitment for these repurchases amounts to approximately $279.5 million. This comprises $116.9 million for the shares from Apollo-affiliated funds and $162.6 million for the shares from Oaktree-affiliated funds.