M&A - CCO HOLDINGS LLC

Form Type: 8-K

Filing Date: 2025-05-19

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125019688

Filing Summary: On May 16, 2025, Charter Communications, Inc. entered into a Transaction Agreement to acquire Cox Enterprises, which includes the purchase of certain subsidiaries and assets related to Cox's commercial services. The deal includes a cash payment of $3.5 billion for the equity sale of Cox's commercial fiber and managed IT businesses, and a combined total consideration of $500 million in cash along with convertible preferred units valued at $6 billion and additional common units valued at approximately $11.9 billion. On completion, Cox is expected to hold approximately 23% of the combined company. The agreement is subject to customary conditions, including shareholder approvals and various regulatory clearances.

Form Type: DEFA14A

Filing Date: 2025-05-19

Corporate Action: Merger

Type: New

Accession Number: 000114036125019617

Filing Summary: On May 16, 2025, Charter Communications, Inc. entered into a Transaction Agreement with Cox Enterprises, Inc. to acquire certain subsidiaries conducting Cox’s commercial fiber and IT services. This transaction includes a $3.5 billion cash equity sale to Cox Parent and additional contributions including $500 million in cash and convertible preferred units totaling a $6 billion liquidation preference. The agreement aims to combine operations, enabling Charter to enhance its service offerings and expand its market presence. Each party has conditions to the closing, involving shareholder approvals and regulatory consent, including FCC approval. Cox will hold approximately 23% of the merged entity's common stock upon closure. The Board of Directors of Charter unanimously approved the transaction, recommending stockholders vote in favor of necessary amendments, with provisions for handling potential solicitation from competing proposals. The agreement describes comprehensive terms, including indemnifications for breaches and the establishment of governance structures post-transaction, with specific voting rights and director nominations stipulated in the amended stockholders agreement.

Form Type: 8-K

Filing Date: 2025-05-16

Corporate Action: Merger

Type: New

Accession Number: 000114036125019410

Filing Summary: On May 16, 2025, Charter Communications, Inc. and Cox Enterprises, Inc. announced a definitive agreement to merge Cox Parent’s Cox Communications business with Charter. The merger will result in Charter acquiring Cox Parent's residential cable business, commercial fiber business, and managed IT and cloud services business. This document outlines the details of the agreement and indicates that a proxy statement will be filed with the SEC in connection with the proposed transaction, urging investors to read the forthcoming documents carefully. The announcement includes information about potential risks and uncertainties associated with the transaction, including regulatory approvals and the integration of operations. Exhibits included are a joint press release and an investor presentation dated May 16, 2025, which provide further details about the merger.

Form Type: 8-K

Filing Date: 2025-02-19

Corporate Action: Merger

Type: Update

Accession Number: 000114036125005129

Filing Summary: On November 12, 2024, Charter Communications, Inc. entered into a Merger Agreement with Liberty Broadband Corporation and its subsidiaries, which entails multiple mergers involving Liberty Broadband and CCO Holdings LLC. The agreement details the merger of Liberty Broadband with a subsidiary of Charter, leading to Liberty Broadband becoming a wholly owned subsidiary. Following this, Liberty Broadband will merge with another subsidiary, with the latter surviving as a subsidiary of Charter. Subsequently, Charter filed a Form S-4 registration statement on December 13, 2024, which was amended and effective as of January 22, 2025. A joint proxy statement/prospectus was sent to shareholders, with legal matters arising regarding allegations of omitted information and breaches of fiduciary duties related to the filings. Charter and Liberty Broadband denied these allegations and are supplementing disclosures to mitigate risks associated with litigation without admitting wrongdoing. Supplemental disclosures provided financial details and adjustments related to the merger transactions, emphasizing the importance of understanding the financial implications of the merger and the associated risks. Financial advisors provided analyses and projections regarding share valuation and performance post-merger, although the inherent uncertainties of the assumptions and projections were noted, cautioning against reliance on prospective financial information.

Form Type: 8-K

Filing Date: 2024-12-13

Corporate Action: Merger

Type: New

Accession Number: 000114036124049316

Filing Summary: On December 13, 2024, CCO Holdings LLC, a subsidiary of Charter Communications, Inc., filed a Form 8-K to report the execution of a merger agreement between Charter Communications and Liberty Broadband Corporation. The agreement entails a two-step merger process where Liberty Broadband will first merge into a subsidiary of Charter, followed by the upstream merger of Liberty Broadband into CCO Holdings LLC. The filing includes pro forma financial information that reflects the anticipated financial impact of this combination on Charter's consolidated financial statements.