STAMFORD, Conn., Feb. 11, 2014 /PRNewswire/ -- Charter
Communications, Inc. (NASDAQ: CHTR) announced today that it has
provided formal notice to Time Warner Cable of its nomination of a
full slate of 13 independent candidates for election to Time Warner
Cable's Board of Directors at its 2014 Annual Meeting. In
addition to nominating a full slate of independent candidates for
election to Time Warner Cable's Board of Directors, Charter also
proposed that the shareholders amend Time Warner Cable's by-laws to
fix the size of the board of directors at thirteen members and to
repeal any amendments to the by-laws that were adopted by the Board
of Directors of Time Warner Cable without stockholder approval
after July 26, 2012 (the date of the
last publicly disclosed amendment to Time Warner Cable's
by-laws).
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"It is clear from our meetings with Time Warner Cable
shareholders that there is an overwhelming desire to combine these
two companies to increase Time Warner Cable's competitiveness, grow
market share and create shareholder value. Now is the time
for the current Board and management of Time Warner Cable to
respond to their shareholders and work with us to complete a merger
to the benefit of shareholders while minimizing their execution and
market risks," said Tom Rutledge,
Charter's President and Chief Executive Officer. "We are
nominating a full slate of highly qualified, independent directors
to elect to the Time Warner Cable Board and believe that
stockholders will use this opportunity to express their
views. Our purpose in this proxy contest is to enable
shareholders of TWC to raise their voice, and to provide a very
capable board who will hear them."
Charter's nominees are: (i) James Alan
Chiddix, 68, formerly Executive Chairman and CEO of OpenTV,
Inc. and Chief Technology Officer of Time Warner Cable; (ii)
Bruno J. Claude, 55, formerly
President and Chief Executive Officer of Cablecom, the largest
cable television provider in Switzerland, and formerly Senior Vice
President and Chief Operating Officer of NTL's continental European
operations; (iii) Isaac Corre, 50,
currently a visiting scholar and Lecturer at Harvard Law School and
formerly a founder, Senior Managing Director and head of
event-oriented investments at Eton Park Capital Management, L.P.;
(iv) Marwan Fawaz, 51, who served as
Executive Vice President at Motorola Mobility, Inc. from
May 2012 until May 2013, where he was Chief Executive Officer of
the Motorola Home Division, and previously was Chief Technology
Officer at Charter and Adelphia; (v) Lisa
Gersh, 55, formerly CEO of Martha Stewart Living Omnimedia,
Inc. and previously a founder, President and Chief Operating
Officer of Oxygen Media; (vi) Dexter
Goei, 42, CEO of Altice Group and formerly Co-Head of Media
& Communications for Europe,
Middle East and Africa at Morgan Stanley; (vii) Franklin (Fritz) W. Hobbs, 65, Chairman of the
Board of Ally Financial Inc. and formerly CEO of Houlihan Lokey and Dillon Read; (viii) Neil
Morganbesser, 48, President and CEO of DelMorgan & Co.
and formerly the head of West Coast and Asian Mergers &
Acquisitions at Bear Stearns & Co.; (ix) Eamonn O'Hare, 50, formerly CFO of Virgin Media
Inc. and UK CFO of Tesco plc; (x) David A.
Peacock, 45, Operating Partner of Huron Capital Partners LLC
and formerly President of Anheuser-Busch; (xi) Michael Salvati, 61, President of Oakridge
Consulting, Inc. and formerly COO of National Financial Partners
and CFO of Culligan Water Technologies; (xii) Irwin Simon, 55, Founder and President of The
Hain Celestial Group, Inc.; (xiii) John E.
Welsh III, 63, President of Avalon Capital Partners LLC and
formerly Vice Chairman of SkyTel Communications. Full biographies
of the nominees are included below.
Biographies:
Name:
|
James A. (Jim)
Chiddix
|
Age:
|
68
|
Mr. Chiddix was the Chairman and Chief Executive Officer of
OpenTV Corporation prior to his retirement in 2007, having served
in this position from March 2004
until April 2007. From 2007 to 2009, he served as the
Vice-Chairman of the Board of OpenTV. Prior to 2004, his
previous roles included President at MystroTV (a division of Time
Warner), Chief Technology Officer (from June
1998 until July 2001) and
Senior Vice President, Engineering and Technology (from
October 1986 until June 1998) at Time Warner Cable.
Mr. Chiddix currently serves as a director of Arris Group, Inc.
(since July 2009) and Magnum
Semiconductor Inc. (since October 2010). Mr. Chiddix has also
served on the boards of Virgin Media Inc. (from July 2008 to May
2013), Symmetricom Inc. (from July
2007 to December 2013), Dycom
Industries Inc. (from August 2008 to
November 2012) and Vyyo Inc.
(April 2007 to December 2008).
Mr. Chiddix has spent a career of 35 years in the cable
industry, including senior roles at both major service providers
and equipment suppliers. Mr. Chiddix would bring rich
industry specific technology and product experience, including
video experience, to the Board from both an operator and supplier
point of view derived from having previously served as Chief
Technology Officer of Time Warner Cable and as Chief Executive
Officer of Open TV, a middleware supplier to the cable
industry.
Mr. Chiddix attended the School of Electrical Engineering at
Cornell University.
Name:
|
Bruno J.
Claude
|
Age:
|
55
|
Mr. Claude is a Non-Executive Director of Eircom Limited, the
largest telecommunications operator in Ireland. He was
appointed to the Board by the new shareholders as the company came
out of receivership in 2012. He played a lead role in the
reshuffling of the senior management in the business and
participated in the major strategic decisions which led to a
dramatic turn around and the company being able, after six years of
absence, to access the capital markets in 2013. Mr. Claude has
served as a Non-Executive Director on the board of a number of
other cable television and telecommunications
operators. Mr. Claude also served as President and
Chief Executive Officer of Cablecom, the largest cable television
provider in Switzerland, from 2001
to 2005. During his tenure, he was responsible for the
financial and operational restructuring of the business, building a
dynamic and successful "triple play" provider out of a candidate
for bankruptcy. From October
2000 to July 2003 Mr. Claude
was Senior Vice President and Chief Operating Officer of NTL's
continental European operations. While with NTL, Mr. Claude
was also appointed Chief Executive Officer of Iesy, a large German
cable television operator which he led through a successful
financial restructuring. From 1996 to 2000, he was managing
director of CEA Capital Advisor, a U.S. based merchant banking
firm, where he was responsible for the turn around and successful
exit of a number of businesses in the media and communications
industries. From 1986 to 1996, he held various positions with
Prime Cable, most recently as deputy to the President. Prime
Cable was a highly successful private equity backed U.S. cable
television operator focusing on the turnaround of underperforming
cable television systems across the
United States.
Mr. Claude has broad experience ranging from non-executive
directorships to senior executive positions within large cable
television and communications providers. He has been active
in cable television in the United
States and Europe since
1985. His extensive experience in the industry provides him
with a strong understanding of the Company's business and its
competitive environment.
Mr. Claude received a master degree in engineering from the
University of Louvain in Belgium
in 1983 and an M.B.A. Degree from
Cornell University in 1985.
Name:
|
Isaac
Corre
|
Age:
|
50
|
Mr. Corre is currently a visiting scholar and Lecturer at
Harvard Law School, where he teaches a seminar on contemporary
issues in executive compensation and corporate governance.
Mr. Corre served as Senior Managing Director at Eton Park Capital
Management, L.P., a global multi-strategy hedge fund, from
June 2004 until January 2014.
Mr. Corre was one of the founding partners of Eton Park, where he
was responsible for event-oriented investments and distressed
corporate debt and served on the firm's Operating Committee.
Prior to joining Eton Park, Mr.
Corre was a partner at Scoggin Capital Management, a New York-based event-driven hedge fund.
Mr. Corre's extensive business and investment experience would
be a valuable asset to the Company's Board.
Mr. Corre received a B.A. from Yeshiva
University and a J.D. from Harvard Law School.
Name:
|
Marwan
Fawaz
|
Age:
|
51
|
Mr. Fawaz served as Executive Vice President at Motorola
Mobility, Inc. from May 2012 until
May 2013, where he was Chief
Executive Officer of the Motorola Home Division. In this
position, he had overall responsibility for the Motorola Home
business (a division of Google Inc.), including strategy and
business operations. From July
2006 through March 2011, Mr.
Fawaz was an Executive Vice President and Chief Technology Officer
at Charter Communications, Inc. From March 2003 until June
2006, Mr. Fawaz served as Senior Vice President and Chief
Technical Officer for Adelphia Communications Corporation.
Mr. Fawaz began his cable career at Times Mirror Cable and held
engineering and operations leadership roles at Continental
Cablevision and MediaOne. He also served as an
Executive-In-Residence at Pilot House Ventures and worked for
Vulcan Inc. as Technology Investment Analyst.
Mr. Fawaz has served as a director of Synacor, Inc. since
January, 2012.
Mr. Fawaz's 27years of experience in the cable and telecom
industry as well as his positions as an executive at Motorola,
Charter Communications and Adelphia Communications provide him with
a deep understanding of the cable television industry and would be
a valuable asset to the Company's Board.
Mr. Fawaz received a B.S. degree in electrical engineering and a
M.S. in electrical/communication engineering from California State University – Long Beach.
Ms. Gersh was the President of Martha Stewart Living Omnimedia,
Inc. ("MSLO") from June 2011 until
February 2013 and also served as
Chief Executive Officer from June
2012 until February 2013. She
also served on the board of directors of MSLO from July 2011 until February 2013. Prior to
that, she was President, Strategic Initiatives, of NBC Universal,
Inc. from November 2007 until
January 2011, where she was also
Managing Director of The Weather Channel Companies. Ms. Gersh
was a co-founder of Oxygen Media, LLC and served as its President
and Chief Operating Officer from 1998 until 2007 when it was
acquired by NBC Universal.
Ms. Gersh has been a director of Hasbro, Inc. since June 2010 and served on the board of directors of
The Knot, Inc. (now XO Group Inc.) from 2005 until 2010.
Ms. Gersh has extensive experience in the media and
entertainment industries, including television, digital
entertainment and publishing. These roles involved operating
and executive positions with multiple leading media companies,
including her most recent role as President and Chief Executive
Officer of MSLO and her role in leading NBC Universal's acquisition
of the Weather Channel companies as the executive in charge of the
investment. As a result, Ms. Gersh possesses particular
knowledge, expertise and perspectives regarding the media and
entertainment industries, including the cable television and
digital industries; marketing and branding expertise; and expertise
in media trends and strategic planning. These attributes
would be valuable assets to the Company's Board.
Ms. Gersh received a B.A. degree in political science from
SUNY Binghamton and a J.D. degree from
Rutgers School of Law.
Name:
|
Dexter G.
Goei
|
Age:
|
42
|
Mr. Goei has served as the Chief Executive Officer of Altice S.A
("Altice") since 2009. The Altice Group is a multinational
cable and telecommunications company with a presence in
France, Israel, Belgium, Luxembourg, Portugal, French Caribbean, French Indian
Ocean, Dominican Republic and
Switzerland. Prior to joining Altice, Mr. Goei was an
investment banker for 16 years culminating as the Co-Head of Media
& Communications Group for Europe, Middle
East and Africa ("EMEA") at
Morgan Stanley. Prior to joining Morgan Stanley in 1999, Mr.
Goei worked at JP Morgan since 1993. Over the years, Mr. Goei
has worked across all segments of the media and communications
industry in the U.S. and EMEA regions covering primarily cable, pay
TV, broadcasting, internet, content and gaming companies.
Mr. Goei also serves as the Vice Chairman of HOT
Telecommunications Ltd., director of Numericable Group SA, and
director of other affiliates of Altice.
Mr. Goei's experience as the Chief Executive Officer of Altice
has provided him with a deep understanding of the cable and
telecommunications industry, and his prior background as an
investment banker has provided him with a high degree of financial
expertise. These attributes would be valuable assets to the
Company's Board.
Mr. Goei is an economics graduate from Georgetown University's School of Foreign
Service.
Name:
|
Franklin (Fritz)
W. Hobbs
|
Age:
|
65
|
Mr. Hobbs has served as an advisor to One Equity Partners LLC, a
private equity firm, since 2004. Prior to that, Mr. Hobbs was
the Chief Executive Officer of Houlihan
Lokey, Inc. He has also served as Chairman at UBS AG's
Warburg Dillon, Read & Co. Inc. unit. Prior to that, he
was President and Chief Executive Officer of Dillon, Read & Co.
Inc.
Mr. Hobbs has served as Chairman of the board of directors of
Ally Financial Inc. since May 2009. Mr. Hobbs has been
serving as a director of Molson Coors Brewing Company since 2005
and he also serves on the board of Lord, Abbett & Co. LLC.
Mr. Hobbs would provide the Company's Board with a high level of
financial literacy and expertise due to his background as an
investment banker and his experience as a chief executive
officer.
Mr. Hobbs received an A.B. in American history from Harvard College and an M.B.A. from Harvard Business School.
Name:
|
Neil B.
Morganbesser
|
Age:
|
48
|
Mr. Morganbesser is co-Founder and President and Chief Executive
Officer of DelMorgan & Co. where he provides senior leadership
within the firm and helps oversee all client engagements.
DelMorgan & Co. provides financial advice and assistance to
companies, institutions, governments and individuals around the
world. Mr. Morganbesser is also CEO of Globalist Capital LLC,
DelMorgan's broker-dealer affiliate. Until May 2008, Mr. Morganbesser was the head of West
Coast and Asian Mergers & Acquisitions at Bear Stearns &
Co., as a Senior Managing Director based in Los Angeles.
Prior to joining Bear Stearns in May
2001, Mr. Morganbesser was an investment banker in the
Mergers, Acquisitions and Restructuring Department at Morgan
Stanley (in New York from
1993-1998 and in Los Angeles from
1998-2001). From 1990-1993, Mr. Morganbesser was a corporate
and M&A attorney at Wachtell, Lipton, Rosen & Katz.
Mr. Morganbesser has over 20 years of experience providing
financial and strategic advice to a full range of clients,
including entrepreneurs, large corporations, governments, family
businesses, private equity funds, and special committees of public
companies. This experience would be a valuable asset to the
Company's Board.
Mr. Morganbesser graduated with an A.B. in applied
mathematics/economics from Harvard
University and received his J.D. and M.B.A. degrees from
Stanford University.
Name:
|
Eamonn
O'Hare
|
Age:
|
50
|
Mr. O'Hare served as the Chief Financial Officer of Virgin Media
Inc., the UK's leading cable television business, from 2009 until
2013. He was appointed to the company's Board of Directors in
2010. From 2005 to 2009, Mr. O'Hare served as the UK Chief
Financial Officer of Tesco Plc., one of the world's largest
retailers. Before joining Tesco, Mr. O'Hare was the Chief
Financial Officer and a Board Director of Energis Communications
from 2002 to 2005. Prior to this, Mr. O'Hare spent 10 years
with PepsiCo Inc, in a series of senior international finance and
general management positions.
Mr. O'Hare's significant experience as Chief Financial Officer
and Board Director of Virgin Media provides him with a deep
understanding of the cable television industry and with over 20
years of experience as a Chief Financial Officer in many leading
consumer facing and technology orientated businesses, he brings a
wealth of relevant business and financial expertise as well as
extensive knowledge of financial management and accounting
principles. These attributes would be valuable assets to the
Company's Board.
Mr. O'Hare received a B.Sc. in Aeronautical Engineering from The
Queen's University Belfast in 1985 and an M.B.A. from London Business School in 1990.
Name:
|
David A.
Peacock
|
Age:
|
45
|
Mr. Peacock served as the President of Anheuser-Busch, a wholly
owned subsidiary of Anheuser-Busch InBev S.A., from October 2008 to February
2012, where he was responsible for the U.S. operations of
the company. Mr. Peacock joined Anheuser-Busch in 1992 and
served many roles in management, financial planning and
marketing. Prior to becoming President, Mr. Peacock was Chief
Marketing Officer from October 2007
to October 2008, and Vice President
of Business Operations from June 2004
to October 2007.
Mr. Peacock's experience as head of the U.S. business unit of
Anheuser-Busch has provided him with extensive knowledge of
marketing, sales and operations, which would provide valuable
expertise to the Company's Board.
Mr. Peacock received a bachelor's degree in journalism from the
University of Kansas and an M.B.A. from
Washington University of St. Louis.
Name:
|
Michael E.
Salvati
|
Age:
|
61
|
Mr. Salvati has been President at Oakridge Consulting, Inc.,
which provides interim management, management consulting and
corporate advisory services to companies ranging in size from
start-ups to multinational corporations, since February 2000.
From September 1998 to February 2000, Mr. Salvati was Executive Vice
President – Chief Operating Officer of National Financial Partners
Corp., a venture focusing on the consolidation of small financial
services firms that service high net worth individuals. From
June 1996 to June 1998, he was Chief Financial Officer of
Culligan Water Technologies, Inc., where he oversaw the completion
of nearly 50 acquisitions over a period of 18 months. Mr.
Salvati was a partner at KPMG LLP from 1990 to 1996.
Mr. Salvati is a Certified Public Accountant and member of the
American Institute of Certified Public Accountants, Illinois CPA
Society. He has served as a director of Global Power
Equipment Group, Inc. since August, 2011 and as a director of
Apollo Commercial Real Estate Finance, Inc. since September
2009. He is also the chairman of the audit committees of the
above two boards he serves on. Mr. Salvati's previous board
memberships include Things Remembered, Inc., Lazydays, Inc., NCH Nu
World Marketing, Ltd., Coho Energy, Inc., Prime Succession, Inc.
and Castle Holdco 4, Ltd.
Mr. Salvati has significant experience in the area of corporate
advisory services, with an emphasis on strategic planning, capital
structure and mergers and acquisitions. In his prior
executive positions he was directly responsible for managing
acquisition-led growth within the relevant companies which are
skills that would bring value to the Company. Mr. Salvati's
service on multiple public and private company boards over the last
twelve years would provide valuable insights into many of the
issues that the Company faces, and useful perspectives in relation
to compensation and corporate governance matters. Mr.
Salvati, as a former auditor, has significant experience and
expertise in finance, controls, accounting and audit matters.
Mr. Salvati received a B.S. in microbiology and an M.S. in
accounting from the University of Illinois at
Champaign-Urbana.
Name:
|
Irwin D.
Simon
|
Age:
|
55
|
Mr. Simon founded The Hain Celestial Group, Inc. in 1993 and has
been its President and Chief Executive Officer since May
1993. The Hain Celestial Group is a leading natural and
organic products company. From December 1990 to December
1992, Mr. Simon was employed in various marketing capacities
with Slim-Fast Foods Company, a national marketer of meal
replacement and weight loss food supplements.
Mr. Simon has been Chairman of the Board of The Hain Celestial
Group since April 2000 and has been a
director since 1993. He has served as a director of Jarden
Corporation since 2002 and a director of MDC Partners Inc. since
April 2013.
Mr. Simon's extensive operational and entrepreneurial experience
as the founder, President and Chief Executive Officer of The Hain
Celestial Group, and his unique perspective on all aspects of
advertising and marketing services, would be valuable assets to the
Company's Board.
Mr. Simon holds a B.A. degree in Commerce from Saint Mary's University.
Name:
|
John E. (Jack)
Welsh III
|
Age:
|
63
|
Mr. Welsh has served as the President of Avalon Capital Partners
LLC, an investment firm focused on private equity and public
securities investments, since 2005. Prior to Avalon, from
2000 to 2004, he was a Managing Director of CIP Management
LLC. From 1993 to 1999, Mr. Welsh served as Vice Chairman of
SkyTel Communications, Inc.
Mr. Welsh has served as non-executive Chairman and a Director of
General Cable Corporation, a developer, designer, manufacturer,
marketer and distributor of copper, aluminum and fiber optic wire
and cable products, since 1997. Mr. Welsh has served on the
board of Integrated Electrical Services, Inc. from 2006 until
2013.
Mr. Welsh's strong financial background in investment banking
and investment management, his leadership and collaboration skills,
his substantial experience involving acquisitions and strategic
alliances and his background in telecommunications products and
services, cable programming, and corporate governance would be
valuable assets to the Company's Board.
Mr. Welsh received a B.S. in economics and finance from
Lehigh University and an M.B.A. in
finance from the Wharton School of Business, University of Pennsylvania.
About Charter
Charter (NASDAQ: CHTR) is a leading broadband communications
company and the fourth-largest cable operator in the United
States. Charter provides a full range of advanced broadband
services, including advanced Charter TV® video entertainment
programming, Charter Internet® access, and Charter Phone®.
Charter 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 Charter Media®
brand. More information about Charter can be found at
Charter.com.
ADDITIONAL INFORMATION
This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities. This
communication relates to a business combination transaction with
Time Warner Cable Inc. ("TWC") proposed by Charter Communications,
Inc. ("Charter"), which may become the subject of a registration
statement filed with the U.S. Securities and Exchange Commission
("SEC"). This material is not a substitute for the proxy
statement/prospectus Charter would file with the SEC regarding the
proposed transaction if a negotiated transaction is agreed or for
any other document which Charter may file with the SEC and send to
Charter's or TWC's stockholders in connection with the proposed
transaction. INVESTORS AND SECURITY HOLDERS OF CHARTER AND
TWC ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. Investors and security
holders will be able to obtain free copies of these documents (if
and when available) and other documents filed with the SEC by
Charter through the web site maintained by the SEC at
http://www.sec.gov.
No tender or exchange offer for the shares of TWC has commenced
at this time. In connection with the proposed transaction,
Charter may file tender or exchange offer documents with the SEC.
Any definitive tender or exchange offer documents will be
mailed to stockholders of TWC. INVESTORS AND SECURITY HOLDERS
OF TWC ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE
SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and security holders will be able to
obtain free copies of these documents (if and when available) and
other documents filed with the SEC by Charter through the web site
maintained by the SEC at http://www.sec.gov.
In connection with the proposed transaction, Charter may file a
proxy statement with the SEC. Any definitive proxy statement
will be mailed to stockholders of TWC. INVESTORS AND SECURITY
HOLDERS OF TWC ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED
WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and security holders will be able to
obtain free copies of these documents (if and when available) and
other documents filed with the SEC by Charter through the web site
maintained by the SEC at http://www.sec.gov.
CERTAIN INFORMATION REGARDING PARTICIPANTS
Charter and certain of its respective directors and executive
officers may be deemed to be participants in any solicitation with
respect to the proposed transaction under the rules of the
SEC. Security holders may obtain information regarding the
names, affiliations and interests of Charter's directors and
executive officers in Charter's Annual Report on Form 10-K for the
year ended December 31, 2012, which
was filed with the SEC on February 22,
2013, and its proxy statement for the 2013 Annual Meeting,
which was filed with the SEC on March
21, 2013. These documents can be obtained free of
charge from the sources indicated above. Additional
information regarding the interests of these participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will also be included
in any proxy statement and other relevant materials to be filed
with the SEC when they become available.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This release includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended
(the "Securities Act"), and Section 21E of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), regarding, among
other things, our plans, strategies and prospects, both business
and financial. Although we believe that our plans, intentions
and expectations reflected in or suggested by these forward-looking
statements are reasonable, we cannot assure you that we will
achieve or realize these plans, intentions or expectations.
Forward-looking statements are inherently subject to risks,
uncertainties and assumptions including, without limitation, the
factors described under "Risk Factors" from time to time in our
filings with the SEC. Many of the forward-looking statements
contained in this release may be identified by the use of
forward-looking words 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", among others. Important factors that could
cause actual results to differ materially from the forward-looking
statements we make in this release are set forth in other reports
or documents that we file from time to time with the SEC, and
include, but are not limited to:
- the ultimate outcome of any possible transaction between
Charter and TWC including the possibility that Charter will not
pursue a transaction with TWC;
- if a transaction between Charter and TWC were to occur, the
ultimate outcome and results of integrating the operations of TWC
and Charter, the ultimate outcome of Charter's pricing and
packaging and operating strategy applied to TWC and the ultimate
ability to realize synergies at the levels currently expected;
- our ability to sustain and grow revenues and cash flow from
operations by offering video, Internet, telephone, advertising and
other services to residential and commercial customers, to
adequately meet the customer experience demands in our markets and
to maintain and grow our customer base, particularly in the face of
increasingly aggressive competition, the need for innovation and
the related capital expenditures and the difficult economic
conditions in the United
States;
- the impact of competition from other market participants,
including but not limited to incumbent telephone companies, direct
broadcast satellite operators, wireless broadband and telephone
providers, digital subscriber line ("DSL") providers, and video
provided over the Internet;
- general business conditions, economic uncertainty or downturn,
high unemployment levels and the level of activity in the housing
sector;
- our ability to obtain programming at reasonable prices or to
raise prices to offset, in whole or in part, the effects of higher
programming costs (including retransmission consents);
- the development and deployment of new products and
technologies;
- the effects of governmental regulation on our business or
potential business combination transaction;
- the availability and access, in general, of funds to meet our
debt obligations prior to or when they become due and to fund our
operations and necessary capital expenditures, either through (i)
cash on hand, (ii) free cash flow, or (iii) access to the capital
or credit markets; and
- our ability to comply with all covenants in our indentures and
credit facilities any violation of which, if not cured in a timely
manner, could trigger a default of our other obligations under
cross-default provisions.
All forward-looking statements attributable to us or any person
acting on our behalf are expressly qualified in their entirety by
this cautionary statement. We are under no duty or obligation
to update any of the forward-looking statements after the date of
this release.
SOURCE Charter Communications, Inc.