8-KMaterial AgreementsOther EventsExhibits & Filings

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Material Agreement (May 29, 2015)

Filed May 29, 2015For Securities:CHTR

Summary

Charter Communications, Inc. (CHTR) filed this Form 8-K on May 29, 2015, to announce a significant definitive agreement to merge with Time Warner Cable Inc. (TWC). This transaction, structured as a series of mergers, will result in TWC becoming a wholly owned subsidiary of a new parent entity, New Charter, which will also hold Charter's current operations. The merger is expected to create a larger, more integrated cable and broadband provider, and is supported by substantial investment and strategic agreements with Liberty Broadband Corporation and Liberty Interactive Corporation. The merger offers TWC shareholders the choice between receiving $100 in cash and 0.5409 shares of New Charter Class A common stock per TWC share, or $115 in cash and 0.4562 shares of New Charter Class A common stock per TWC share. This transaction is subject to customary closing conditions, including stockholder approvals, regulatory clearances (HSR Act, FCC), and the effectiveness of a registration statement. The filing also details the financing arrangements, including significant commitments for debt facilities totaling up to $15 billion, to fund the cash portion of the merger consideration.

Key Highlights

  • 1Charter Communications has entered into a definitive Agreement and Plan of Mergers with Time Warner Cable Inc. (TWC).
  • 2The transaction will create a new public company parent, New Charter, which will own both Charter and TWC.
  • 3TWC shareholders can elect to receive either a mix of cash and stock ($100 cash + 0.5409 New Charter shares) or a higher cash component ($115 cash + 0.4562 New Charter shares) per TWC share.
  • 4Liberty Broadband Corporation and Liberty Interactive Corporation are providing significant financial support, including a $4.3 billion investment in New Charter and an exchange of their TWC shares for New Charter stock.
  • 5The combined entity aims to enhance its market position in the cable and broadband industry.
  • 6The merger is subject to various closing conditions, including regulatory approvals from antitrust (HSR Act) and telecommunications (FCC) bodies, as well as stockholder approvals from both companies.
  • 7Charter Operating, LLC secured commitments for up to $15.0 billion in senior secured term loan facilities and a $1.7 billion revolving facility, along with potential bridge facilities, to finance the cash component of the merger.

Frequently Asked Questions

This 8-K filing announces the execution of a material definitive agreement, specifically the Agreement and Plan of Mergers between Charter Communications, Inc. and Time Warner Cable Inc. (TWC), detailing the terms and conditions of their proposed merger.

The transaction involves a series of mergers where Charter and TWC will become wholly owned subsidiaries of a newly formed entity, New Charter. New Charter will be the new public parent company.

TWC shareholders have an option to choose their merger consideration. They can elect to receive $100 in cash plus 0.5409 shares of New Charter Class A common stock per TWC share, or they can elect to receive $115 in cash plus 0.4562 shares of New Charter Class A common stock per TWC share.

Liberty Broadband Corporation is a key financial partner, agreeing to invest $4.3 billion in New Charter to help finance the cash portion of the merger. They are also exchanging their existing TWC shares for New Charter common stock.

The merger is subject to several conditions, including the approval of the merger agreement by the stockholders of both Charter and TWC, the expiration or termination of the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act, receipt of applicable regulatory approvals from the Federal Communications Commission (FCC) and other bodies, and the effectiveness of Charter's Form S-4 registration statement.