8-KMaterial AgreementsExhibits & Filings

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Agreement Terminated (Apr 24, 2015)

Filed April 24, 2015For Securities:CHTR

Summary

Charter Communications, Inc. (CHTR) filed an 8-K on April 24, 2015, to report the termination of a material definitive agreement with Comcast Corporation. This termination was triggered by the end of the merger agreement between Comcast and Time Warner Cable Inc. (TWC). The termination of the agreement with Comcast means that Charter will not proceed with the previously contemplated contribution and spin-off, asset exchange, and asset purchase transactions. As a consequence of this termination, Charter's subsidiary, CCOH Safari, LLC, has initiated a special redemption of its $3.5 billion aggregate principal amount of 5.500% Senior Notes due 2022 and 5.750% Senior Notes due 2024. These notes were originally issued to fund the transactions with Comcast and had been held in escrow. The redemption price will be 100% of the initial issue price plus accrued and unpaid interest. Investors should note that this development signifies a shift away from the planned strategic transactions with Comcast, and the company is now proceeding with the redemption of its debt.

Key Highlights

  • 1Termination of the Transactions Agreement with Comcast Corporation, originally dated April 25, 2014.
  • 2The termination was a result of Comcast and Time Warner Cable Inc. (TWC) terminating their merger agreement.
  • 3Charter's subsidiary, CCOH Safari, LLC, is initiating a special redemption for its $1.5 billion aggregate principal amount of 5.500% Senior Notes due 2022 and $2.0 billion aggregate principal amount of 5.750% Senior Notes due 2024.
  • 4The proceeds from these notes were held in escrow and intended to fund the terminated transactions with Comcast.
  • 5The special redemption price for the notes will be 100% of the initial issue price plus accrued and unpaid interest.
  • 6The filing includes the Notice of Termination of the Transactions Agreement as an exhibit.

Frequently Asked Questions

This 8-K filing is primarily to report the termination of a material definitive agreement between Charter Communications and Comcast Corporation. This termination was initiated by Comcast due to the termination of its merger agreement with Time Warner Cable Inc.

The termination means that the planned transactions, which included a contribution and spin-off, an asset exchange, and a purchase of assets between Charter and Comcast, will not proceed.

As a consequence of the terminated agreement, Charter's subsidiary, CCOH Safari, LLC, is conducting a special redemption of its $3.5 billion in Senior Notes (5.500% due 2022 and 5.750% due 2024). These notes were originally intended to fund the Comcast transactions and were held in escrow.

The Senior Notes will be redeemed at 100% of their initial issue price, plus any accrued and unpaid interest from the issue date up to the redemption date. The escrow agent will disburse the funds for this redemption.