8-KRegulation FDOther EventsExhibits & Filings

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Regulation FD Disclosure (Apr 7, 2016)

Filed April 7, 2016For Securities:CHTR

Summary

Charter Communications, Inc. (CHTR) filed this Form 8-K on April 7, 2016, primarily to disclose information related to its significant proposed transactions. The report announces the filing of unaudited pro forma financial information as of December 31, 2015, reflecting the anticipated impact of the acquisitions of Time Warner Cable (TWC) and Bright House Networks (BHN). It also includes the audited financial statements of Bright House Networks for the years ended December 31, 2013, 2014, and 2015. These filings are crucial for investors to understand the potential scale and financial profile of the combined entity following these transformative deals. The report reiterates the terms of the proposed mergers, including the substantial investment of $4.3 billion from Liberty Broadband into New Charter in connection with the TWC transaction and a $700 million investment in connection with the BHN transaction. Investors should note that these filings serve to provide updated financial perspectives on these complex, pending transactions, with the company having previously obtained shareholder approval for the merger agreement.

Key Highlights

  • 1Charter Communications filed an 8-K on April 7, 2016, to provide updated financial information concerning its proposed acquisitions of Time Warner Cable (TWC) and Bright House Networks (BHN).
  • 2The filing includes unaudited pro forma financial statements as of December 31, 2015, illustrating the potential financial impact of the combined entities post-acquisition.
  • 3Audited consolidated financial statements for Bright House Networks, LLC and its subsidiaries for the years ended December 31, 2013, 2014, and 2015, are also provided.
  • 4The report confirms Liberty Broadband's commitment to invest $4.3 billion in New Charter's Class A common stock upon closing of the TWC transactions.
  • 5Liberty Broadband also committed to investing $700 million in New Charter's Class A common stock in connection with the BHN transactions.
  • 6Shareholder approval for the merger agreement between Charter and Time Warner Cable was previously obtained on September 21, 2015.
  • 7The company is providing these materials to potential investors and has posted a related presentation on its Investor Resources website.

Frequently Asked Questions

This 8-K filing primarily serves to disclose unaudited pro forma financial information as of December 31, 2015, reflecting the expected financial impact of Charter's proposed acquisitions of Time Warner Cable and Bright House Networks. It also includes the audited financial statements of Bright House Networks for the past three fiscal years.

As of April 7, 2016, both transactions were pending. The merger agreement with Time Warner Cable had received shareholder approval on September 21, 2015. The filing provides financial information related to these anticipated transactions.

Liberty Broadband Corporation is a significant investor. It agreed to invest $4.3 billion in New Charter's Class A common stock to partially finance the TWC transaction and an additional $700 million in connection with the Bright House Networks transaction.

Investors are urged to review the definitive Joint Proxy Statement/Prospectus filed with the SEC on Form S-4, which was declared effective on August 20, 2015. The company also makes filings available on its investor relations website (ir.charter.com) and through the SEC's website.