8-KRegulation FD

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Regulation FD Disclosure (May 27, 2015)

Filed May 27, 2015For Securities:CHTR

Summary

Charter Communications, Inc. (CHTR) filed an 8-K on May 27, 2015, primarily to provide updated financial guidance related to its previously announced merger with Time Warner Cable Inc. and acquisition of Bright House Networks, LLC. The key takeaway for investors is Charter's projected post-transaction capital structure, specifically its intention to maintain a ratio of secured debt (net of cash) at approximately 3.5x Adjusted EBITDA. This secured debt is expected to be first lien and rated investment grade by two of three rating agencies, making it index-eligible. This communication aims to provide transparency regarding the expected financial leverage and credit quality of the combined entity, crucial information for assessing the financial health and investment profile following these significant transactions. Investors are also reminded to consult the upcoming definitive proxy statement/prospectus for comprehensive details on the transactions and their implications.

Key Highlights

  • 1Charter expects to maintain a secured debt (net of cash) to Adjusted EBITDA ratio of approximately 3.5x following the proposed mergers with Time Warner Cable and acquisition of Bright House.
  • 2The secured debt is anticipated to be first-lien and have investment-grade ratings from two of three major rating agencies.
  • 3This investment-grade rating is expected to make the secured notes, including those assumed from Time Warner Cable, index-eligible.
  • 4The filing serves as a Regulation FD disclosure regarding expected financial metrics of the combined entity.
  • 5Charter emphasizes that the information is forward-looking and subject to risks and uncertainties, including changes in debt financing markets and operating performance.
  • 6Investors are directed to the upcoming Form S-4 registration statement and definitive proxy statement/prospectus for more detailed information on the transactions.

Frequently Asked Questions

The primary purpose of this 8-K filing is to provide an update on Charter Communications' expected financial leverage and debt structure following its announced merger with Time Warner Cable and acquisition of Bright House Networks. It specifically addresses the projected ratio of secured debt to Adjusted EBITDA and the expected credit rating of this debt.

Charter expects to maintain a ratio of secured debt (net of cash) of approximately 3.5x of Adjusted EBITDA for the combined companies, subject to changes in debt financing markets and operating performance.

Charter anticipates that its secured debt will be first-lien and is expected to achieve investment-grade ratings from two out of three major rating agencies. This is expected to make the secured notes, including those assumed from Time Warner Cable, eligible for investment-grade indices.

Investors are urged to read the upcoming definitive proxy statement/prospectus and other documents that Charter and Time Warner Cable will file with the SEC. Free copies of these documents will be available on the SEC's website, as well as on Charter's and Time Warner Cable's respective websites.