8-KOther EventsExhibits & Filings

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Corporate Update (Nov 27, 2012)

Filed November 27, 2012For Securities:CHTR

Summary

This 8-K filing from Charter Communications, Inc. (CHTR) on November 27, 2012, reports on a significant equity transaction. On November 20, 2012, the company entered into an underwriting agreement for the sale of 3,100,000 shares of Class A common stock by its selling stockholders. The offering was conducted under a shelf registration statement and prospectus supplement previously filed with the SEC. Importantly, Charter Communications itself did not receive any proceeds from this sale; the proceeds went directly to the selling stockholders. The sale was completed on November 27, 2012. While this transaction does not directly inject capital into Charter, it represents a notable event in the trading of its Class A common stock, potentially impacting liquidity and ownership structure. Investors should note that the proceeds benefited selling stockholders rather than the company's corporate treasury.

Key Highlights

  • 1Charter Communications, Inc. (CHTR) announced an offering of 3,100,000 shares of Class A common stock.
  • 2The shares were sold by existing "Selling Stockholders" as named in the filing.
  • 3The transaction was executed via an Underwriting Agreement with Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC.
  • 4The offering utilized a shelf registration statement filed on Form S-3.
  • 5Charter Communications, Inc. did NOT receive any proceeds from the sale of these shares.
  • 6The sale of shares was completed on November 27, 2012.
  • 7The filing includes the Underwriting Agreement as an exhibit.

Frequently Asked Questions

No, Charter Communications, Inc. did not receive any proceeds from the sale of these 3,100,000 shares. The sale was conducted by existing "Selling Stockholders," meaning the capital raised went directly to those stockholders and not to the company for its operations or investments.

The filing does not specify the exact identities of the "Selling Stockholders." They are referred to collectively as the parties, along with the underwriters, who entered into the underwriting agreement with Charter to facilitate the sale of their personally held shares.

A shelf registration statement (like the Form S-3 used here) allows a company to register securities in advance that it may want to sell in the future. This makes it easier and quicker to conduct subsequent offerings of those registered securities, as much of the regulatory groundwork has already been completed. In this case, it facilitated the sale by the selling stockholders.

Since Charter did not receive any proceeds, this specific transaction has no direct impact on the company's cash position or balance sheet. However, it does reflect a change in the ownership of its Class A common stock, potentially affecting shareholder distribution and market liquidity.