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

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.

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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.

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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.

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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.

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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.

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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.

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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.

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