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

Form Type: 425

Filing Date: 2024-12-13

Corporate Action: Merger

Type: New

Accession Number: 000114036124049317

Comments: 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.

Document Link: View Document