M&A - ADVANCE/NEWHOUSE PARTNERSHIP

Form Type: SCHEDULE 13D/A

Filing Date: 2025-05-20

Corporate Action: Acquisition

Type: Update

Accession Number: 000095014225001436

Filing Summary: On May 16, 2025, Advance/Newhouse Partnership (A/N) entered into a Transaction Agreement with Charter Communications, Inc. and Cox Enterprises, Inc. The agreement details the acquisition of 100% of the equity interests of certain subsidiaries of Cox Communications, which engage in commercial fiber and managed IT services, and includes provisions for the contribution of other assets related to Cox's residential cable business. The agreement stipulates that A/N has committed to vote in favor of certain amendments to the Issuer's certificate of incorporation related to the transaction and entered into a voting agreement to act in accordance with this commitment, representing approximately 12% of the voting power. Furthermore, A/N has amended its Share Repurchase Agreement concerning its participation in the Issuer's stock repurchase activities and delineated new terms governing its rights and obligations following the transaction's closing. The total shares beneficially owned by the Reporting Persons amount to 19,139,641 shares of Class A Common Stock, constituting around 12.20% of the outstanding shares as of March 31, 2025, reflecting a significant ownership position amid the ongoing acquisition activities.