M&A - CHARTER COMMUNICATIONS, INC. /MO/

Form Type: SCHEDULE 13D/A

Filing Date: 2025-05-19

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925050222

Filing Summary: This Schedule 13D/A Amendment No. 12 details recent developments regarding Liberty Broadband Corporation's beneficial ownership of Charter Communications, Inc.'s Class A common stock. Notably, on May 16, 2025, Charter Communications entered into a Transaction Agreement with Cox Enterprises, Inc. (referred to as the 'Cox Transaction Agreement'). Under this agreement, Charter is set to acquire the Cabot Business from Cox through a series of specified transactions ('Cox Transactions'). Liberty Broadband has agreed to certain ancillary commitments, including accelerating its pending transaction with Charter and providing voting support for the Cox Transactions. Moreover, an important element of this amendment is the execution of a side letter and a voting agreement involving Liberty Broadband, Charter, and Cox, which stipulates the conditions for these transactions and voting rights related to the common stock, particularly in relation to the Certificate of Amendment and the Cabot Parent Issuance. The Reporting Person, Liberty Broadband, beneficially owns 43,900,886 shares of Charter's common stock, representing a 31.3% ownership stake. Furthermore, the amendment notes previous sales of common stock by Liberty Broadband to Charter, along with responsibilities regarding the directorship of Liberty Broadband on Charter's board. This update modifies previous statements without altering the fundamental aspects of the original filing.

Form Type: DEFA14A

Filing Date: 2025-05-16

Corporate Action: Merger

Type: New

Accession Number: 000114036125019507

Filing Summary: On May 16, 2025, Charter Communications announced its business combination with Cox Communications. This merger is positioned to create a leading entity in mobile and broadband communication services. The transaction combines Charter's customer-centric operating strategy with Cox's strong service quality legacy. Charter's CEO and key executives emphasized the advantages this merger brings, including extensive market footprint expansion, improved operational efficiencies, and the potential for significant cost savings and enhanced service offerings. The merger allows for a geographical reach that encompasses key markets and attracts new customer segments. Additionally, it allows for significant business-to-business (B2B) growth due to Cox's established market presence in that sector. The merger agreement includes a complex financial consideration where Cox will receive approximately $21.9 billion, structured through a combination of cash and equity. Importantly, the structure aims to provide tax efficiencies for both parties involved. Following the closure of the merger, there are plans to rebrand Charter Communications to Cox Communications, emphasizing the new company’s commitment to customer service and community engagement. The combined company's operational strategy focuses on maintaining uniform customer experiences across regions, further leveraging technological advancements and network improvements for competitive advantage.

Form Type: 425

Filing Date: 2025-02-19

Corporate Action: Merger

Type: Update

Accession Number: 000110465925015204

Filing Summary: On February 19, 2025, Liberty Broadband Corporation disclosed significant updates regarding its merger with Charter Communications, Inc. An Agreement and Plan of Merger was executed on November 12, 2024, involving various entities including Liberty Broadband, Charter, and their respective subsidiaries. This plan outlines the merger of Charter's subsidiary with Liberty Broadband, which will subsequently result in Liberty Broadband merging with the subsidiary, allowing Charter to gain control. In relation to the merger, a registration statement on Form S-4 was filed and declared effective, detailing the prospectus for the shares to be exchanged and a joint proxy statement. Following the announcement, Liberty Broadband and Charter faced legal demands and lawsuits from stockholders alleging breaches of fiduciary duty and information omissions in disclosures. Despite these allegations, both companies believe these claims are without merit and will supplement disclosures to mitigate litigation risks without admitting liability.

Form Type: 425

Filing Date: 2025-02-19

Corporate Action: Merger

Type: Update

Accession Number: 000114036125005132

Filing Summary: On February 19, 2025, Charter Communications, Inc. updated the SEC regarding its ongoing merger process with Liberty Broadband Corporation. The Merger Agreement, initially disclosed on November 12, 2024, involves a complex two-step combination, where Fusion Merger Sub 1, LLC, and Fusion Merger Sub 2, Inc., both subsidiaries of Charter, will merge into Liberty Broadband, making it a wholly owned subsidiary of Charter. Following this, Liberty Broadband will merge into Merger LLC. In connection with this merger, Charter has filed several registration statements and proxy statements, with supplemental disclosures being provided to address lawsuits filed by purported stockholders alleging material omissions in the disclosures. Both Charter and Liberty Broadband deny the allegations and assert the complaints lack merit. They have chosen to supplement disclosures to mitigate potential risks related to the merger proceedings without admitting any liability. The document includes extensive financial analyses and future projections regarding the merger impact on share values and capital structure, demonstrating significant strategic financial planning for the combined entity.

Form Type: 425

Filing Date: 2025-01-22

Corporate Action: Merger

Type: New

Accession Number: 000110465925005282

Filing Summary: Liberty Broadband Corporation announces a virtual special meeting of stockholders to vote on the acquisition by Charter Communications, Inc. Stockholders will consider a proposal to approve the Agreement and Plan of Merger dated November 12, 2024, which involves Liberty Broadband combining with Charter and its subsidiaries. The meeting is scheduled for February 26, 2025, with a record date of January 13, 2025. The transaction is anticipated to close on June 30, 2027, subject to completion of necessary conditions including the divestiture of Liberty Broadband’s subsidiary GCI, LLC. Additional details about the voting process and virtual meeting access are provided, with an emphasis on the importance of the forward-looking statements pertaining to the transaction. Relevant SEC filings regarding the transaction will be made available to stockholders.

Form Type: S-4/A

Filing Date: 2025-01-17

Corporate Action: Merger

Type: Update

Accession Number: 000114036125001415

Filing Summary: Charter Communications, Inc. is pursuing a merger with Liberty Broadband Corporation, as detailed in an Agreement and Plan of Merger executed on November 12, 2024. This merger will involve the merger of Liberty Broadband with a subsidiary of Charter and will result in Liberty Broadband becoming an indirect wholly owned subsidiary of Charter. Upon completion, shareholders of Liberty Broadband common stock will exchange their shares for Charter Class A common stock at an exchange ratio of 0.236. They will also receive newly issued Charter Series A cumulative redeemable preferred stock in exchange for their preferred shares. The proposed merger requires stockholder approval at respective special meetings scheduled for February 26, 2025. Additionally, existing Charter stockholders are expected to own approximately 77% of Charter’s common stock post-merger, while former Liberty Broadband stockholders will own about 23%. The document outlines the conditions for the completion of the merger, including voting agreements by significant shareholders for the approval of the merger agreement and related proposals. The issuer has been designated a large accelerated filer and the registration statement is subject to effectiveness by the SEC.

Form Type: S-4/A

Filing Date: 2025-01-10

Corporate Action: Merger

Type: Update

Accession Number: 000114036125000773

Filing Summary: On November 12, 2024, Charter Communications, Inc. entered into a definitive merger agreement with Liberty Broadband Corporation, wherein Charter will acquire Liberty Broadband through a two-step merger process. The first step involves the merger of Liberty Broadband with a subsidiary of Charter, with Liberty Broadband surviving as an indirect wholly owned subsidiary of Charter. The second step will see Liberty Broadband merge with another subsidiary, completing the combination. The merger consideration includes an exchange ratio of 0.236 shares of Charter Class A common stock for each share of Liberty Broadband common stock, along with the issuance of newly created Charter Series A cumulative redeemable preferred stock for Liberty Broadband preferred stockholders. Special stockholder meetings will be held for both Charter and Liberty Broadband to vote on the merger and related proposals. The document outlines the approval process, voting agreements by significant shareholders and tax implications of the merger. The acquisition is structured to ensure that stockholder value is maximized while minimizing potential tax burdens for U.S. holders of Liberty Broadband capital stock.

Form Type: CORRESP

Filing Date: 2025-01-10

Corporate Action: Merger

Type: Update

Accession Number: 000114036125000776

Filing Summary: Charter Communications, Inc. is responding to comments from the SEC regarding its Registration Statement on Form S-4, originally filed on December 13, 2024. The letter outlines revisions included in Amendment No. 1 to the Registration Statement, addressing points raised by the SEC's staff comments dated January 7, 2025. The expected completion date for the merger with Liberty Broadband is set for June 30, 2027, with explanations provided about the choice of this timeline, including aspects related to regulatory approvals and considerations unique to each party. The letter emphasizes the companies' eligibility to incorporate information via references to their latest Form 10-Ks, mitigating the need for potentially misleading early compensation disclosures. This approach is discussed within the context of federal regulations governing registration statements, assuring compliance with SEC guidelines.

Form Type: 425

Filing Date: 2024-12-13

Corporate Action: Merger

Type: New

Accession Number: 000114036124049317

Filing Summary: Charter Communications, Inc. filed a report on December 13, 2024, regarding a completed merger transaction with Liberty Broadband Corporation. Charter agreed to acquire Liberty Broadband through a merger agreement, which involves the upstream merger of Liberty Broadband into its fully owned subsidiary. The merger entails Charter's intention to retire Liberty Broadband's 45.6 million shares of Class A common stock and issue approximately 34 million shares of its own Class A common stock to Liberty shareholders. Before the merger finalization, Liberty Broadband will spin off its subsidiary GCI, LLC to its shareholders, which is expected to be taxable. Charter also indicated plans to register the shares to be issued in conjunction with this merger in a prospectus with the SEC. A significant disclosure includes pro forma financial information and estimated earnings per share post-merger. The assigned tax liabilities and financial adjustments due to the merger transaction have been documented, providing transparency regarding expected financial outcomes.