M&A - CCO HOLDINGS LLC
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.
Document Link: View Document
Additional details:
Entity Name: merger_sub_1
Value: Fusion Merger Sub 1, LLC
Entity Name: merger_sub_2
Value: Fusion Merger Sub 2, Inc.
Entity Name: stockholder_lawsuits
Value: Stevens v. Charter Communications, Inc., Case No. 650691/2025; Miller v. Charter Communications, Inc., Case No. 650695/2025
Entity Name: complaints
Value: Defendants omitted material information from the joint proxy statement/prospectus
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.
Document Link: View Document
Additional details:
Merger Agreement Date: 2024-11-12
Pro Forma Financials: included
Shareholder Approval Required: yes
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