8-KOther EventsExhibits & Filings

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Corporate Update (Nov 5, 2015)

Filed November 5, 2015For Securities:CHTR

Summary

Charter Communications, Inc. (CHTR) filed this Form 8-K on November 5, 2015, primarily to provide investors with updated financial information related to significant ongoing transactions. The report includes unaudited pro forma financial statements as of September 30, 2015, and for the nine months and full year periods preceding it, reflecting the expected impact of the proposed mergers with Time Warner Cable Inc. (TWC) and the acquisition of Bright House Networks, LLC (BHN). This filing also provides the condensed consolidated unaudited financial statements for Bright House Networks for the periods ending September 30, 2015. These disclosures are crucial for investors to understand the potential combined financial profile and the capital structure implications, including a significant $4.3 billion investment from Liberty Broadband in New Charter's Class A common stock to partially finance the TWC transaction, and a $700 million investment in the BHN transaction. Investors are urged to review these financial statements in conjunction with the previously filed Joint Proxy Statement/Prospectus for a comprehensive view of these transformative deals.

Key Highlights

  • 1Charter Communications is filing to provide updated financial information for two major pending transactions: the acquisition of Time Warner Cable (TWC) and Bright House Networks (BHN).
  • 2The filing includes unaudited pro forma financial statements of Charter as of September 30, 2015, and for the nine months and full year periods prior, reflecting the anticipated impact of the TWC and BHN transactions.
  • 3Condensed consolidated unaudited financial statements of Bright House Networks, LLC as of and for the three and nine month periods ended September 30, 2015, are also provided.
  • 4Liberty Broadband Corporation is committed to investing $4.3 billion in New Charter Class A common stock to partially fund the TWC transaction consideration.
  • 5Liberty Broadband will also purchase $700 million of New Charter Class A common stock (or Charter Class A common stock) in connection with the BHN transaction.
  • 6The company is also making available information related to its offering of $2.5 billion in notes from CCOH Safari, LLC, intended to help fund these transactions.
  • 7The filing emphasizes that these documents are supplemental to the Joint Proxy Statement/Prospectus previously filed and declared effective, urging investors to review all filings for complete information.

Frequently Asked Questions

This 8-K filing primarily serves to make available updated financial information related to Charter's pending mergers with Time Warner Cable (TWC) and acquisition of Bright House Networks (BHN). It includes unaudited pro forma financial statements reflecting these transactions and condensed financial statements for Bright House Networks.

Liberty Broadband Corporation is making significant investments to partially finance these transactions. They have agreed to invest $4.3 billion in New Charter's Class A common stock for the TWC merger and $700 million for the BHN acquisition, demonstrating substantial financial backing for the combined entity.

Investors are strongly encouraged to review the Joint Proxy Statement/Prospectus filed with the SEC, which contains comprehensive details about the proposed transactions. This 8-K filing is intended to supplement that information. Free copies of these documents can be obtained from the SEC's website or Charter's Investor Relations department.

The filing highlights several risks related to the transactions, including potential delays, failure to satisfy closing conditions, obtaining regulatory approvals, the ability to integrate operations, increased indebtedness, and managing a significantly larger company. It also references broader business risks faced by Charter.