8-KMaterial AgreementsRegulation FDExhibits & Filings

Liberty Media Corp 8-K Report, Material Agreement (Mar 25, 2013)

Filed March 25, 2013For Securities:FWONKFWONAFWONB

Summary

Liberty Media Corporation (FWONK) announced on March 25, 2013, a significant definitive agreement to purchase a substantial stake in Charter Communications, Inc. (Charter). The company will acquire approximately 26.86 million shares of Charter's Class A common stock and warrants to purchase additional shares from investment funds affiliated with Apollo, Oaktree, and Crestview Partners. This acquisition, valued at $95.50 per share for the stock, represents a strategic move to increase Liberty Media's influence and investment in the cable and media sector. The transaction also includes a related Stockholders Agreement, which outlines governance rights and limitations. Notably, Liberty Media is set to gain board representation, with four of its designees to be appointed to Charter's Board of Directors following the closing, conditional on the resignation of four current directors. This agreement also imposes limitations on Liberty Media's future share ownership and prohibits certain actions related to Charter's governance, aiming to balance Liberty Media's investment with Charter's operational independence. The deal is expected to close in the second quarter of 2013.

Key Highlights

  • 1Liberty Media entered into a stock purchase agreement to acquire 26,858,577 shares of Charter Communications Class A common stock at $95.50 per share.
  • 2The agreement also includes the purchase of warrants for Charter common stock from sellers affiliated with Apollo, Oaktree, and Crestview Partners.
  • 3The total transaction is expected to close in the second quarter of 2013, subject to regulatory approvals, including Hart-Scott-Rodino.
  • 4A Stockholders Agreement was entered into, granting Liberty Media the right to appoint four designees to Charter's Board of Directors.
  • 5This board appointment is contingent on the resignation of four current Charter directors affiliated with the sellers.
  • 6The Stockholders Agreement imposes an ownership limitation on Liberty Media, restricting them to no more than 35% of Charter's voting securities prior to January 2016 and 39.99% thereafter.
  • 7Customary standstill provisions are included, limiting Liberty Media's ability to solicit proxies, propose matters for shareholder vote, or influence Charter's management or board prior to certain dates.

Frequently Asked Questions

This 8-K filing announces that Liberty Media Corporation has entered into a material definitive agreement to purchase a significant stake in Charter Communications, Inc., along with an accompanying Stockholders Agreement that details governance and ownership terms.

Liberty Media agreed to purchase 26,858,577 shares of Charter Communications' Class A common stock at a price of $95.50 per share. They are also acquiring warrants for additional shares.

Through the Stockholders Agreement, Liberty Media will be entitled to appoint four designees to Charter's Board of Directors. These appointments are expected to occur around the closing of the stock purchase, following the resignation of four current directors.

Yes, the Stockholders Agreement includes an ownership limitation, restricting Liberty Media to acquiring no more than 35% of Charter's voting securities until January 2016, and up to 39.99% thereafter. It also contains customary standstill provisions that limit their ability to influence or control Charter's management and board actions.