STAMFORD, Conn., May 18, 2016 /PRNewswire/ -- Charter
Communications, Inc. (Nasdaq: CHTR) (together with its
subsidiaries, "Charter") today announced that it has closed its
previously announced transactions whereby legacy Charter, the
previous public company ("legacy Charter"), has combined with Time
Warner Cable Inc. ("TWC"). Subject to the election described
below, TWC stockholders, other than Liberty Broadband Corporation
("Liberty Broadband") and Liberty Interactive Corporation ("Liberty
Interactive"), will receive $100.00
in cash and shares of common stock of the new public parent
company, which has been named "Charter Communications, Inc.,"
equivalent to 0.5409 shares of legacy Charter, for each share of
TWC common stock ("Option A" consideration). Charter also provided
an election option for each TWC stockholder to receive $115.00 of cash and Charter shares equivalent to
0.4562 shares of legacy Charter for each share of TWC common stock
("Option B" consideration).
![Charter Communications Logo. Charter Communications Logo.](http://photos.prnewswire.com/prnvar/20110526/AQ10195LOGO)
The actual number of shares of Charter common stock that TWC
stockholders (other than Liberty Broadband and Liberty Interactive)
will receive will be calculated by multiplying the exchange ratios
of 0.5409 or 0.4562 noted above by 0.9042 ("the parent merger
exchange ratio"). Additionally, each legacy Charter
stockholder will be entitled to receive 0.9042 shares of Charter
common stock for each share of legacy Charter common stock.
Charter expects the trading price of Charter common stock on
the NASDAQ to reflect the impact of the parent merger exchange
ratio when Charter begins trading on the NASDAQ this morning
(Eastern Time), under the ticker CHTR (New CUSIP: 16119P108). TWC
shares will no longer trade on the New York Stock Exchange.
As previously announced, the election deadline for TWC
stockholders to elect the form of consideration they wished to
receive in connection with the Charter-TWC transactions was
5:00 p.m., Eastern Time, on
May 12, 2016 (the "Election
Deadline"). Out of the approximately 285 million shares of
TWC common stock outstanding as of the Election Deadline,
approximately 173 million shares made a valid election, of which
approximately 170 million shares elected to receive the Option A
consideration and approximately 3 million shares elected to receive
the Option B consideration. All shares as to which no
election was made at or prior to the Election Deadline have, by
default, been converted into the right to receive the Option A
consideration.
In addition, Charter and Advance/Newhouse Partnership (the
former parent of Bright House Networks, LLC) today announced that
the two companies had completed their previously announced
transaction in which Charter acquired Bright House Networks
("Bright House"). The consideration to be paid to
Advance/Newhouse includes 31.0 million exchangeable common units in
a Charter subsidiary indirectly holding Charter's operating
subsidiaries. Advance/Newhouse will also receive convertible
preferred units in the same Charter subsidiary, convertible into
9.3 million common units with a face amount of $2.5 billion and which will pay a 6% coupon.
The common and convertible preferred units are each
exchangeable/convertible into Charter common stock under certain
circumstances. In addition, Advance/Newhouse will receive
$2 billion in cash and will receive
governance rights reflecting its economic ownership in the
operating subsidiary through a new class of shares at Charter.
Charter also announced today that Liberty Broadband had
purchased, upon closing of the Charter-TWC transactions,
$4.3 billion of newly issued shares
of common stock of Charter at a price of $195.70 per Charter share, which represents
Charter's closing price as of May 20,
2015, including the impact of the parent merger exchange
ratio. Liberty Broadband also purchased, upon closing of the
Charter-Advance/Newhouse transaction, $700
million of newly issued shares of common stock of Charter at
a price of $191.33 per Charter share,
including the impact of the parent merger exchange ratio. At
closing, Charter had approximately 270.4 million shares
outstanding, and 310.7 million shares outstanding, on an
as-converted and as-exchanged basis.
The combination of Charter, TWC and Bright House will create a
leading broadband services and technology company, serving over 25
million customers in 41 states. The completion of the
transactions will drive investment into the combined entity's
advanced broadband network, resulting in faster broadband speeds,
better video products, more affordable phone service and more
competition, for consumers and businesses. Charter's network
and product investments combined with its consumer friendly
operating strategy will also lead to faster customer and financial
growth, enhancing career development opportunities for its
employees and driving value for shareholders.
"I want to thank the management teams and all of the employees
at Charter, Time Warner Cable and Bright House Networks for their
hard work over these past 12 months," said Tom Rutledge, Chairman and CEO of Charter
Communications. "Despite much distraction, they kept their
focus on the customer, and as a result, today we join together
three companies, each operating with tremendous
momentum. Current Bright House Networks and Time Warner
Cable customers won't see many changes right away, though in the
coming months they will begin to hear more from us about the
Spectrum brand, and the product improvements and consumer friendly
policies that come with it. Charter's objective is to provide
high quality products at great prices, and back it up with
excellent customer service, and we intend to continually improve
the way we do business in order to be the very best at what we
do."
Charter will be led by Tom
Rutledge, who will serve as Chairman of the Board, President
and CEO. Charter's Board of Directors will consist of 13
directors. The remaining 12 directors will include seven
independent directors, two directors designated by
Advance/Newhouse, and three directors designated by Liberty
Broadband. Charter's current Chairman since 2009, Eric Zinterhofer, will continue to serve on
Charter's Board and has been appointed the Lead Independent
Director. Advance/Newhouse has designated Steve Miron and Michael
Newhouse to serve on Charter's Board, and Liberty Broadband
has designated John Malone,
Greg Maffei and Balan Nair, all of whom currently serve on the
Board. Also continuing as members of the Board are
Lance Conn, Craig Jacobson, Jay
Markley and David
Merritt. The Board has also appointed Mauricio Ramos, Chief Executive Officer of
Millicom, to serve on the Board of Directors. The remaining
open position on the Board will be filled soon by appointment by
the directors other than Mr. Rutledge and those serving by
designation of Advance/Newhouse or Liberty Broadband.
About Charter
Charter (NASDAQ: CHTR) is a leading broadband communications
company and the second largest cable operator in the United States. Charter provides a full
range of advanced broadband services, including Spectrum TV™ video
entertainment programming, Spectrum Internet™ access, and Spectrum
Voice™. Spectrum Business™ similarly provides scalable, tailored,
and cost-effective broadband communications solutions to business
organizations, such as business-to-business Internet access, data
networking, business telephone, video and music entertainment
services, and wireless backhaul. Charter's advertising sales and
production services are sold under the Spectrum Reach™ brand. More
information about Charter can be found at charter.com.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this communication,
including any statements regarding the benefits and synergies of
the transactions, future opportunities for the respective companies
and products, and any other statements regarding Charter's future
expectations, beliefs, plans, objectives, financial conditions,
assumptions or future events or performance that are not historical
facts are "forward-looking" statements made within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These
statements are often, but not always, made through the use of words
or phrases such as "believe," "expect," "anticipate," "should,"
"planned," "will," "may," "intend," "estimated," "aim," "on track,"
"target," "opportunity," "tentative," "positioning," "designed,"
"create," "predict," "project," "seek," "would," "could,"
"potential," "continue," "ongoing," "upside," "increases," and
"potential," and similar expressions. All such forward-looking
statements involve estimates and assumptions that are subject to
risks, uncertainties and other factors that could cause actual
results to differ materially from the results expressed in the
statements. Among the key factors that could cause actual results
to differ materially from those projected in the forward-looking
statements are the following: Charter's ability to achieve the
synergies and value creation contemplated by the transactions;
Charter's ability to promptly, efficiently and effectively
integrate the combined company; and the diversion of management
time on transaction-related issues. Additional information
concerning these and other factors can be found in Charter's
filings with the SEC, including Charter's most recent Annual Report
on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K. Charter assumes no obligation to update any
forward-looking statements. Readers are cautioned not to place
undue reliance on these forward-looking statements that speak only
as of the date hereof.
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SOURCE Charter Communications, Inc.