STAMFORD, Conn. and
NEW YORK and SYRACUSE, N.Y., May 12,
2016 /PRNewswire/ -- Charter Communications, Inc. (Nasdaq:
CHTR) (together with its subsidiaries, "Charter"), Time Warner
Cable Inc. (NYSE: TWC) ("TWC"), and Advance/Newhouse
Partnership (a parent of Bright House Networks,
LLC) today announced that they had received approval from the
California Public Utilities Commission for the transactions between
the parties, and as such, all required regulatory approvals in
connection with the previously announced transactions between
Charter and TWC (the "Charter-TWC transactions"), and Charter's
acquisition of Bright House Networks have been received. Subject to
the remaining customary closing conditions, the Charter-TWC
transactions and Charter's acquisitions of Bright House Networks
are currently expected to close on or about May 18, 2016.
"We are pleased to have now obtained all approvals," said
Tom Rutledge, President and CEO of
Charter Communications. "We look forward to closing these
transactions next week and to begin delivering the many benefits of
these transactions to consumers."
Upon closing of the Charter-TWC transactions, 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 will be named "Charter
Communications, Inc." ("New Charter"), equivalent to 0.5409 shares
of legacy Charter for each share of TWC common stock ("Option A"
consideration). Charter has also provided an option for each
TWC stockholder to receive $115.00 of
cash and New Charter shares equivalent to 0.4562 shares of legacy
Charter for each share of TWC common stock ("Option B"
consideration).
The actual number of shares of New Charter common stock that TWC
stockholders (other than Liberty Broadband and Liberty Interactive)
will be entitled to 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
New Charter common stock for each share of legacy Charter common
stock. Following the close of the Charter-TWC transactions,
Charter expects the trading price of New Charter common stock on
the NASDAQ to reflect the impact of the parent merger exchange
ratio.
As previously announced, the election deadline for TWC
stockholders to elect the form of consideration they wish to
receive in connection with the Charter-TWC transactions was
5:00 p.m., Eastern Time, on
May 12, 2016 (the "Election
Deadline"). Based on estimates received from the exchange
agent for the election, out of the approximately 285 million shares
of TWC common stock outstanding as of the Election Deadline,
approximately 183 million shares made a valid election (including
through notice of guaranteed delivery procedures), of which
approximately 180 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 will, by
default, be converted into the right to receive the Option A
consideration when and if the Charter-TWC transactions are
consummated and will remain transferable pursuant to their terms
(including by sale) until such time.
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 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.
About Time Warner Cable
Time Warner Cable Inc.
(NYSE: TWC) is among the largest providers of video, high-speed
data and voice services in the United
States, connecting 16 million customers to entertainment,
information and each other. Time Warner Cable Business Class offers
data, video and voice services to businesses of all sizes, cell
tower backhaul services to wireless carriers and enterprise-class,
cloud-enabled hosting, managed applications and services. Time
Warner Cable Media, the advertising sales arm of Time Warner Cable,
offers national, regional and local companies innovative
advertising solutions. More information about the services of Time
Warner Cable is available at www.twc.com, www.twcbc.com and
www.twcmedia.com.
About Bright House Networks
Bright House
Networks is the sixth largest owner and operator of cable systems
in the U.S. and the second largest in Florida, with technologically advanced systems
located in five states including Florida, Alabama, Indiana, Michigan and California and two of the top 20 DMAs. Bright
House Networks serves approximately 2.5 million customers who
subscribe to one or more of its video, high-speed data, home
security and automation and voice services. Bright House Networks
Business Solutions offers a strong portfolio of video, voice, data,
and cloud-based solutions to the small and medium business
segments. In addition, Bright House Networks Enterprise Solutions
provides advanced, fiber-based telecommunication services to key
industry verticals in the mid-market and carrier segments,
including cloud-based hosted voice, managed security, and cell
backhaul to wireless carriers. The company is Cisco®
Master Service Provider-certified under the Cisco Cloud and Managed
Service Program, the first cable operator in the United States to achieve this designation.
Bright House Networks also owns and operates exclusive,
award-winning, local news and sports channels in its Florida markets. For more information about
Bright House Networks, or our products and services, visit
brighthouse.com.
Important Information For Investors And
Shareholders
This communication does not constitute an
offer to sell or the solicitation of an offer to buy any securities
or a solicitation of any vote or approval. In connection with the
proposed transaction between TWC and Charter, Charter's subsidiary,
CCH I, LLC ("New Charter"), filed with the Securities and Exchange
Commission (the "SEC") a registration statement on Form S-4 that
includes a joint proxy statement of Charter and TWC that also
constitutes a prospectus of New Charter (the "Joint Proxy
Statement/Prospectus"). The registration statement was declared
effective by the SEC on August 20,
2015, and Charter and TWC commenced mailing the definitive
Joint Proxy Statement/Prospectus to their respective stockholders
on or about August 20, 2015. On
September 21, 2015, Charter's and
TWC's respective stockholders each approved the merger agreement at
their respective special meetings. INVESTORS AND SECURITY HOLDERS
OF CHARTER AND TWC ARE URGED TO READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED OR THAT WILL BE
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders are able to obtain free copies of the registration
statement and the definitive Joint Proxy Statement/Prospectus and
other documents filed with the SEC by Charter, New Charter or TWC
through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed with the SEC by Charter or New
Charter are or will be available free of charge on Charter's
website at http://www.charter.com, in the "Investor & News
Center" near the bottom of the page, or by contacting Charter's
Investor Relations Department at 203-905-7955. Copies of the
documents filed with the SEC by TWC are or will be available free
of charge on TWC's website at http://ir.timewarnercable.com or by
contacting TWC's Investor Relations Department at 877-446-3689.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this communication
regarding the proposed transactions between Charter and TWC,
including any statements regarding the expected timetable for
completing the transactions, benefits and synergies of the
transactions, future opportunities for the respective companies and
products, and any other statements regarding Charter's and TWC'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: the
timing to consummate the proposed transactions; the risk that a
condition to closing the proposed transactions may not be
satisfied; Charter's ability to achieve the synergies and value
creation contemplated by the proposed transactions; Charter's
ability to promptly, efficiently and effectively integrate acquired
operations into its own operations; and the diversion of management
time on transaction-related issues. Additional information
concerning these and other factors can be found in Charter's and
TWC's respective filings with the SEC, including Charter's and
TWC's most recent Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K. Charter and TWC assume
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.
