Charter Communications Enters Material Definitive Agreement

TL;DR

CHTR signed a big deal, filing shows.

AI Summary

On November 12, 2024, Charter Communications, Inc. (CHTR) filed an 8-K to report the entry into a material definitive agreement. The filing also includes information regarding Regulation FD disclosure and financial statements/exhibits.

Why It Matters

This filing indicates a significant new contract or partnership for Charter Communications, which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — The nature of the material definitive agreement is not detailed, leaving potential investors to speculate on its implications.

Key Players & Entities

• Charter Communications, Inc. (company) — Filer of the 8-K
• CCO Holdings LLC (company) — Related entity to Charter Communications
• 2024-11-12 (date) — Date of the earliest event reported

FAQ

Key Financial Figures

• $0.01 — of (i) Series A common stock, par value $0.01 per share ("LBRDA"), (ii) Series B comm
• $0.001 — hare of Class A common stock, par value $0.001 per share, of Charter (the "Charter Com
• $180 million — ferred Stock with a redemption value of $180 million and (iii) former holders of LBRD Common
• $420 m — nt that the cash tax liabilities exceed $420 million, GCI must pay Charter for 100% of
• $420 million — ng to any cash tax payable in excess of $420 million under a tax receivables agreement to be
• $460 million — red to pay Charter a termination fee of $460 million and (ii) in connection with a terminati
• $200,000 — , Liberty Broadband agreed to pay up to $200,000 (which cap does not include any HSR Act
• $100 million — n an amount equal to the greater of (i) $100 million and (ii) an amount such that immediatel

Filing Documents

• ny20038391x1_8k.htm (8-K) — 94KB
• ny20038391x1_ex2-1.htm (EX-2.1) — 763KB
• ny20038391x1_ex10-1.htm (EX-10.1) — 97KB
• ny20038391x1_ex10-2.htm (EX-10.2) — 107KB
• ny20038391x1_ex10-3.htm (EX-10.3) — 70KB
• ny20038391x1_ex10-4.htm (EX-10.4) — 40KB
• ny20038391x1_ex10-6.htm (EX-10.6) — 38KB
• ny20038391x1_ex99-1.htm (EX-99.1) — 37KB
• ny20038391x1_ex99-1img01.jpg (GRAPHIC) — 477KB
• ny20038391x1_ex99-1img02.jpg (GRAPHIC) — 4KB
• ny20038391x1_image01.jpg (GRAPHIC) — 30KB
• 0001140361-24-046322.txt ( ) — 2424KB
• chtr-20241112.xsd (EX-101.SCH) — 4KB
• chtr-20241112_def.xml (EX-101.DEF) — 17KB
• chtr-20241112_lab.xml (EX-101.LAB) — 25KB
• chtr-20241112_pre.xml (EX-101.PRE) — 19KB
• ny20038391x1_8k_htm.xml (XML) — 5KB

01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. Agreement and Plan of Merger On November 12, 2024, Charter Communications, Inc., a Delaware corporation ("Charter"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among Charter, Liberty Broadband Corporation, a Delaware corporation ("Liberty Broadband"), Fusion Merger Sub 1, LLC, a single member Delaware limited liability company and a wholly owned subsidiary of Charter ("Merger LLC"), and Fusion Merger Sub 2, Inc., a Delaware corporation and a wholly owned subsidiary of Merger LLC ("Merger Sub"). The Merger Agreement provides for, among other things and subject to the satisfaction or waiver of certain specified conditions set forth therein, (i) the merger of Merger Sub with and into Liberty Broadband (the "Merger"), with Liberty Broadband surviving the Merger as a wholly owned subsidiary of Merger LLC, and (ii) immediately following the Merger, the merger of Liberty Broadband (as the surviving corporation in the Merger) with and into Merger LLC (the "Upstream Merger", and together with the Merger, the "Combination"), with Merger LLC surviving the Upstream Merger as a wholly owned subsidiary of Charter. Merger Consideration; Treatment of Equity Awards Pursuant to the Merger Agreement: effective as of the effective time of the Merger (the "Effective Time"), each share of (i) Series A common stock, par value $0.01 per share ("LBRDA"), (ii) Series B common stock, par value $0.01 per share ("LBRDB"), and (iii) Series C common stock, par value $0.01 per share ("LBRDK"), of Liberty Broadband (collectively, the "LBRD Common Stock") issued and outstanding immediately prior to the Effective Time (except for shares held by Liberty Broadband as treasury stock or held by any wholly owned subsidiaries of Liberty Broadband, shares owned by Charter or any of its wholly owned subsidiaries or shares of LBRDB held by any person who is entitled to demand and properly demands appraisal of such s

View Full Filing

View this 8-K filing on SEC EDGAR