8-KMaterial AgreementsExhibits & Filings

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Material Agreement (Oct 14, 2014)

Filed October 14, 2014For Securities:CHTR

Summary

This Form 8-K filing by Charter Communications, Inc. (CHTR) on October 14, 2014, details a significant amendment to its Stockholders Agreement. The amendment primarily facilitates a restructuring involving Liberty Media Corporation and the formation of Liberty Broadband Corporation as a new entity. This amendment is a crucial step in preparation for a spin-off of Charter voting securities from Liberty Media to Liberty Broadband, as well as Charter's own internal reorganization that will result in CCH I, LLC, or 'New Charter,' becoming the parent company. For investors, this filing signals major corporate actions and a shift in the ownership and governance structure related to Charter's securities. The key takeaway is the transition of rights and obligations under the Stockholders Agreement from Liberty Media to Liberty Broadband, and subsequently to New Charter. This sets the stage for future strategic moves and potential changes in how these major shareholders influence the company's direction.

Key Highlights

  • 1Amendment to Stockholders Agreement entered into on October 8, 2014, effective September 29, 2014.
  • 2The amendment involves Charter Communications, Liberty Broadband Corporation, and Liberty Media Corporation.
  • 3The changes are in anticipation of Liberty Media spinning off Charter voting securities to Liberty Broadband.
  • 4The amendment also supports Charter's reorganization, leading to CCH I, LLC ('New Charter') becoming the parent company.
  • 5Liberty Media's rights and obligations under the Stockholders Agreement will be transferred to Liberty Broadband.
  • 6Charter's rights and obligations under the Stockholders Agreement will be assumed by New Charter upon reorganization.
  • 7This filing is a procedural step to realign agreements with upcoming significant corporate transactions.

Frequently Asked Questions

The main purpose of this 8-K filing is to report an amendment to the Stockholders Agreement between Charter Communications, Liberty Broadband Corporation, and Liberty Media Corporation. This amendment is designed to facilitate two major upcoming corporate events: the spin-off of Charter voting securities from Liberty Media to Liberty Broadband, and Charter's own reorganization where 'New Charter' (CCH I, LLC) will become the parent company.

The key parties involved are Charter Communications, Inc. (the registrant), Liberty Broadband Corporation, and Liberty Media Corporation. The amendment ensures that the responsibilities and rights under the original agreement are properly transferred to the new entities as these corporate transactions unfold.

'New Charter' (CCH I, LLC) is the entity that will become the parent company of Charter Communications as part of a planned reorganization. This filing ensures that the obligations and rights under the Stockholders Agreement will be transferred from Charter Communications to New Charter upon the completion of this reorganization.

The filing mentions that the reorganization is in connection with Charter's transactions with Comcast Corporation. While this 8-K focuses on the amendment to the Stockholders Agreement, it's a supporting document for the broader restructuring that is occurring concurrently with or as a result of the Comcast deal.