Charter Communications, Time Warner Cable & Bright House Networks Close Deal

(RTTNews) - Charter Communications, Inc. (CHTR) announced that it has closed its transactions whereby legacy Charter, the previous public company, has combined with Time Warner Cable Inc. (TWC). TWC stockholders, other than Liberty Broadband Corporation and Liberty Interactive Corporation , will receive $100.00 in cash and shares of common stock of the new public parent company, which has been named "Charter Communications, Inc.," equivalent to 0.5409 shares of legacy Charter, for each share of TWC common stock ("Option A" consideration). Charter also provided an election option for each TWC stockholder to receive $115.00 of cash and Charter shares equivalent to 0.4562 shares of legacy Charter for each share of TWC common stock or "Option B" consideration.

Charter will be led by Tom Rutledge, who will serve as Chairman of the Board, President and CEO.  Charter's Board of Directors will consist of 13 directors.  The remaining 12 directors will include seven independent directors, two directors designated by Advance/Newhouse, and three directors designated by Liberty Broadband.

Charter's current Chairman since 2009, Eric Zinterhofer, will continue to serve on Charter's Board and has been appointed the Lead Independent Director.  Advance/Newhouse has designated Steve Miron and Michael Newhouse to serve on Charter's Board, and Liberty Broadband has designated John Malone, Greg Maffei and Balan Nair, all of whom currently serve on the Board.  Also continuing as members of the Board are Lance Conn, Craig Jacobson, Jay Markley and David Merritt.  The Board has also appointed Mauricio Ramos, Chief Executive Officer of Millicom, to serve on the Board of Directors.  The remaining open position on the Board will be filled soon by appointment by the directors other than Mr. Rutledge and those serving by designation of Advance/Newhouse or Liberty Broadband.

The actual number of shares of Charter common stock that TWC stockholders (other than Liberty Broadband and Liberty Interactive) will receive will be calculated by multiplying the exchange ratios of 0.5409 or 0.4562 noted above by 0.9042 ("the parent merger exchange ratio").  Additionally, each legacy Charter stockholder will be entitled to receive 0.9042 shares of Charter common stock for each share of legacy Charter common stock.  Charter expects the trading price of Charter common stock on the NASDAQ to reflect the impact of the parent merger exchange ratio when Charter begins trading on the NASDAQ this morning (Eastern Time), under the ticker CHTR. TWC shares will no longer trade on the New York Stock Exchange.

Out of the approximately 285 million shares of TWC common stock outstanding as of the Election Deadline, approximately 173 million shares made a valid election, of which approximately 170 million shares elected to receive the Option A consideration and approximately 3 million shares elected to receive the Option B consideration.

In addition, Charter and Advance/Newhouse Partnership (the former parent of Bright House Networks, LLC) today announced that the two companies had completed their previously announced transaction in which Charter acquired Bright House Networks .  

Charter also announced that Liberty Broadband had purchased, upon closing of the Charter-TWC transactions, $4.3 billion of newly issued shares of common stock of Charter at a price of $195.70 per Charter share, which represents Charter's closing price as of May 20, 2015, including the impact of the parent merger exchange ratio.

Liberty Broadband also purchased, upon closing of the Charter-Advance/Newhouse transaction, $700 million of newly issued shares of common stock of Charter at a price of $191.33 per Charter share, including the impact of the parent merger exchange ratio.  At closing, Charter had approximately 270.4 million shares outstanding, and 310.7 million shares outstanding, on an as-converted and as-exchanged basis.