Current Report Filing (8-k)
December 28 2016 - 4:02PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
Current
Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 28, 2016
Charter Communications, Inc.
CCO Holdings, LLC
CCO
Holdings Capital Corp.
(Exact name of registrant as specified in its charter)
Delaware
(State or other
jurisdiction of incorporation or organization)
|
|
|
001-33664
001-37789
333-112593-01
|
|
84-1496755
86-1067239
20-0257904
|
(Commission File Number)
|
|
(I.R.S. Employer Identification Number)
|
|
400 Atlantic Street
Stamford, Connecticut 06091
|
(Address of principal executive offices including zip code)
|
|
(203)
905-7801
|
(Registrants telephone number, including area code)
|
|
Not Applicable
|
(Former name or former address, if changed since last report)
|
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
|
☐
|
Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
|
☐
|
Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
|
On December 23, 2016, Charter Communications, Inc. (Charter) and
Advance/Newhouse Partnership (A/N) entered into a letter agreement (the Agreement) that (i) provides for $537 million worth of Charter Communications Holdings, LLC (Charter Holdings) common units
(Charter Holdings Common Units) held by A/N to be exchanged for shares of Charters Class A common stock (Charter Class A Common Stock) (the Exchange) and (ii) requires A/N to sell to Charter
or to Charter Holdings, on a monthly basis, a number of shares of Charter Class A Common Stock or Charter Holdings Common Units that represents a pro rata participation by A/N and its affiliates in any repurchases of shares of Charter
Class A Common Stock from persons other than A/N effected by Charter during the immediately preceding calendar month, at a purchase price equal to the average price paid by Charter for the shares repurchased from persons other than A/N during
such immediately preceding calendar month. A/N and Charter both have the right to terminate or suspend the pro rata repurchase arrangement on a prospective basis once Charter or Charter Holdings have repurchased shares of Class A Common Stock
or Charter Holdings Common Units from A/N and its affiliates for an aggregate purchase price of $537 million.
Any sale by A/N to Charter or Charter
Holdings of shares of Charter Class A Common Stock or Charter Holdings Common Units pursuant to the Agreement will be subject to the right of first refusal of Liberty Broadband Corporation (Liberty Broadband) under the previously
disclosed Proxy and Right of First Refusal Agreement.
Pursuant to the Agreement, Charter and A/N completed the Exchange on December 28, 2016.
Charter expects an immediate
step-up
in the tax basis of the assets of Charter Holdings to have occurred as a result of the Exchange and will share equally the benefit that it receives from such
step-up
with A/N, pursuant to a previously disclosed Tax Receivables Agreement executed on May 18, 2016.
Also
pursuant to the Agreement, Charter and A/N completed the initial sale of 752,767 Charter Holdings Common Units to Charter Holdings at a price per unit of $289.8266 (the Repurchase). Liberty Broadband waived its right of first refusal
with respect to this sale pursuant to a waiver letter agreement, dated as of December 23, 2016, between Charter, A/N and Liberty Broadband (the Liberty Waiver Agreement).
As of the close of business on December 28, 2016, after giving effect to the Exchange, Charter had approximately 268.8 million shares of Charter
Class A Stock outstanding, of which approximately 1.85 million were held by A/N. In addition, as of the close of business on December 28, 2016, after giving effect to the Exchange and the Repurchase, A/N also held convertible
preferred units of Charter Holdings and Charter Holdings Common Units that are exchangeable or convertible, as applicable, into approximately 37.7 million shares of Charter Class A Common Stock.
Charter has established a Rule
10b5-1
plan in connection with its share repurchase activity and cannot predict when or
if it will repurchase more shares of Charter Class A Common Stock pursuant to the current plan as such plan includes a price grid including a limit where Charter would not buy shares under the Rule
10b5-1
plan currently in place. Charter may also buy shares of Charter Class A Common Stock, from time to time, pursuant to private transactions outside of its Rule
10b5-1
plan and any such repurchases would
also trigger the repurchases from A/N pursuant to and to the extent provided in the Agreement.
Copies of the Agreement and the Liberty Waiver Agreement
are filed herewith as Exhibits 99.1 and 99.2, respectively, and are each incorporated herein by reference. The foregoing descriptions of the Agreement and the Liberty Waiver Agreement do not purport to be complete and are qualified in their entirety
by reference to the full text of those documents.
Item 9.01.
|
Financial Statements and Exhibits
|
The following exhibit is being filed as part of this report:
|
|
|
Exhibit Number
|
|
Description
|
|
|
99.1
|
|
Letter Agreement, dated as of December 23, 2016, between Charter Communications, Inc. and Advance/Newhouse Partnership.
|
|
|
99.2
|
|
Waiver Letter Agreement, dated as of December 23, 2016, among Liberty Broadband Corporation, Charter Communications, Inc. and Advance/Newhouse Partnership.
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each of Charter Communications, Inc., CCO Holdings, LLC and
CCO Holdings Capital Corp. has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
CHARTER COMMUNICATIONS, INC.
Registrant
|
|
|
By:
|
|
/s/ Kevin D. Howard
Kevin D. Howard
Senior
Vice President - Finance, Controller and Chief Accounting Officer
|
Date: December 28, 2016
|
|
|
CCO HOLDINGS, LLC
Registrant
|
|
|
By:
|
|
/s/ Kevin D. Howard
Kevin D. Howard
Senior
Vice President - Finance, Controller and Chief Accounting Officer
|
Date: December 28, 2016
|
|
|
CCO HOLDINGS CAPITAL CORP.
Registrant
|
|
|
By:
|
|
/s/ Kevin D. Howard
Kevin D. Howard
Senior
Vice President - Finance, Controller and Chief Accounting Officer
|
Date: December 28, 2016
EXHIBIT INDEX
|
|
|
Exhibit Number
|
|
Description
|
|
|
99.1
|
|
Letter Agreement, dated as of December 23, 2016, between Charter Communications, Inc. and Advance/Newhouse Partnership.
|
|
|
99.2
|
|
Waiver Letter Agreement, dated as of December 23, 2016, among Liberty Broadband Corporation, Charter Communications, Inc. and Advance/Newhouse Partnership.
|
Charter Communications (NASDAQ:CHTR)
Historical Stock Chart
From Jun 2024 to Jul 2024
Charter Communications (NASDAQ:CHTR)
Historical Stock Chart
From Jul 2023 to Jul 2024