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Charter Communications and Liberty Media Corporation Announce Agreement for Investment



  Charter Communications and Liberty Media Corporation Announce Agreement for
  Investment

Business Wire

STAMFORD, Conn. & ENGLEWOOD, Colo. -- March 19, 2013

Charter Communications, Inc. (NASDAQ: CHTR) (“Charter”) and Liberty Media
Corporation (NASDAQ: LMCA, LMCB) (“Liberty Media”) announced today that
Liberty Media has entered into a definitive agreement with investment funds
managed by, or affiliated with, Apollo Management, Oaktree Capital Management
and Crestview Partners to acquire approximately 26.9 million shares and
approximately 1.1 million warrants in Charter Communications, Inc. for
approximately $2.617 billion, which represents an approximate 27.3% beneficial
ownership in Charter and a price per share of $95.50. Liberty expects to fund
the purchase with a combination of cash on hand and new loan arrangements.

“We are excited to make this investment in Charter, the fourth largest cable
provider in the US,” said Greg Maffei, Liberty President and CEO. “Tom
Rutledge and his team have done an impressive job of turning around Charter’s
operations and improving its financial position. We look forward to working
with Charter’s management team and fellow board members in the future.”

“We are pleased with Charter’s market position and growth opportunities and
believe that the company’s investments in its high-capacity digital network
which provides digital HD and on demand television, high-speed data and voice,
will benefit its customers and shareholders alike,” said John Malone, Liberty
Chairman.

“This transaction reflects a solid endorsement of the strategy that Tom
Rutledge and his team are implementing at Charter,” said Eric Zinterhofer,
Chairman of Charter. “Apollo, Oaktree, and Crestview have created substantial
value for Charter and its shareholders, and on behalf of Charter’s board, we
look forward to working with Liberty Media in creating further value.”

Tom Rutledge, CEO and President of Charter, said, “Liberty Media and John
Malone have a well proven track record in our industry and in creating
shareholder value. While we have made real progress, we are still in the
beginning of our effort to transform Charter, and we welcome the addition of
Liberty Media as knowledgeable shareholders as we grow our products, service
capabilities, and market share. All of us at Charter appreciate the
contributions of Apollo, Oaktree and Crestview which put us on a path for
sustainable success.”

The transaction is expected to close in the first half of the second quarter
of 2013, subject to the satisfaction of customary closing conditions,
including expiration of the waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976.

Upon closing, funds managed by Crestview and Oaktree will hold approximately
7.4% and 2.2%, respectively, of Charter’s common shares. Charter’s board of
directors appointed a special committee of independent and disinterested
directors to consider the transaction on behalf of the company.

Charter entered into a stockholders agreement that among other things provides
Liberty Media the right to designate up to four directors for appointment to
the Charter board upon the closing of the transaction. Liberty Media expects
to designate John Malone, Chairman of Liberty Media; Gregory Maffei, President
and CEO of Liberty Media; Nair Balan, EVP and CTO of Liberty Global; and
Michael Huseby, CFO of Barnes & Noble. Charter’s board of directors will
appoint these directors subject to its normal review of director
qualifications, and upon the resignation of Stan Parker, Darren Glatt, Bruce
Karsh and Edgar Lee in connection with the closing of the transaction, which
is expected to occur sometime after Charter’s 2013 annual meeting of
stockholders. Jeffrey Marcus, a partner at Crestview, will remain on the
board. Subject to Liberty Media’s continued ownership level in Charter, the
stockholders agreement also provides that Liberty Media can designate up to
four directors as nominees for election to Charter’s board of directors at
least through Charter’s 2015 annual meeting of stockholders, and that up to
one of these individuals may serve on each of the Audit Committee, the
Nominating and Corporate Governance Committee, and Compensation and Benefits
Committee of Charter’s board of directors.

In addition, Liberty Media agreed to, among other things, not increase its
beneficial ownership in Charter above 35% until January 2016 and 39.99%
thereafter. Liberty also agreed not to engage in proxy solicitations for
nominations to Charter’s board of directors through the 2015 shareholder
meeting and continue to so refrain as long as its designees are nominated to
the Charter board or the agreement is earlier terminated. Charter approved
Liberty Media’s acquisition of beneficial ownership of Charter’s shares under
the business combination provisions of the Delaware General Corporation Law.

The stockholder’s agreement is more fully described in a Current Report on
Form 8-K to be filed with the SEC by Charter.

Liberty Media was advised by LionTree Advisors and Baker Botts L.L.P. Charter
was advised by Kirkland & Ellis LLP. Apollo was advised by Citi and Wachtell,
Lipton, Rosen & Katz. Oaktree was advised by Citi, Goldman Sachs and Paul,
Weiss, Rifkind, Wharton & Garrison LLP. Crestview was advised by Davis Polk &
Wardwell LLP.

About Charter

Charter (NASDAQ: CHTR) is a leading broadband communications company and the
fourth-largest cable operator in the United States. Charter provides a full
range of advanced broadband services, including advanced Charter TV® video
entertainment programming, Charter Internet® access, and Charter Phone®.
Charter Business® similarly provides scalable, tailored, and cost-effective
broadband communications solutions to business organizations, such as
business-to-business Internet access, data networking, business telephone,
video and music entertainment services, and wireless backhaul. Charter's
advertising sales and production services are sold under the Charter Media®
brand. More information about Charter can be found at charter.com.

About Liberty Media

Liberty Media owns interests in a broad range of media, communications and
entertainment businesses, including its subsidiaries SiriusXM, Atlanta
National League Baseball Club, Inc. and TruePosition, Inc., its interests in
Live Nation Entertainment and Barnes & Noble, and minority equity investments
in Time Warner Inc. and Viacom.

          CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This release includes forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended (the “Securities Act”), and
Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), regarding, among other things, our plans, strategies and prospects,
both business and financial, and the proposed purchase of shares of common
stock of Charter by Liberty Media from selling stockholders. Although we
believe that our plans, intentions and expectations reflected in or suggested
by these forward-looking statements are reasonable, we cannot assure you that
we will achieve or realize these plans, intentions or expectations or that the
conditions to Liberty Media’s purchase of common stock from selling
stockholders will be satisfied. Forward-looking statements are inherently
subject to risks, uncertainties and assumptions including, without limitation,
the factors described under “Risk Factors” from time to time in our filings
with the Securities and Exchange Commission (“SEC”). Many of the
forward-looking statements contained in this release may be identified by the
use of forward-looking words such as “believe,” “expect,” “anticipate,”
“should,” “planned,” “will,” “may,” “intend,” “estimated,” “aim,” “on track,”
“target,” “opportunity,” “tentative,” “positioning,” “designed,” “create,” and
“potential,” among others. Important factors that could cause actual results
to differ materially from the forward-looking statements we make in this
release are set forth in other reports or documents that we file from time to
time with the SEC, and include, but are not limited to:

  * our ability to sustain and grow revenues and cash flow from operations by
    offering video, Internet, telephone, advertising and other services to
    residential and commercial customers, to adequately meet the customer
    experience demands in our markets and to maintain and grow our customer
    base, particularly in the face of increasingly aggressive competition, the
    need for innovation and the related capital expenditures and the difficult
    economic conditions in the United States;
  * the impact of competition from other market participants, including but
    not limited to incumbent telephone companies, direct broadcast satellite
    operators, wireless broadband and telephone providers, digital subscriber
    line (“DSL”) providers, and video provided over the Internet;
  * general business conditions, economic uncertainty or downturn, high
    unemployment levels and the level of activity in the housing sector;
  * our ability to obtain programming at reasonable prices or to raise prices
    to offset, in whole or in part, the effects of higher programming costs
    (including retransmission consents);
  * the development and deployment of new products and technologies;
  * the effects of governmental regulation on our business;
  * the availability and access, in general, of funds to meet our debt
    obligations prior to or when they become due and to fund our operations
    and necessary capital expenditures, either through (i) cash on hand, (ii)
    free cash flow, or (iii) access to the capital or credit markets; and
  * our ability to comply with all covenants in our indentures and credit
    facilities any violation of which, if not cured in a timely manner, could
    trigger a default of our other obligations under cross-default provisions.

All forward-looking statements attributable to us or any person acting on our
behalf are expressly qualified in their entirety by this cautionary statement.
We are under no duty or obligation to update any of the forward-looking
statements after the date of this release.

Photos/Multimedia Gallery Available:
http://www.businesswire.com/multimedia/home/20130319005880/en/

Multimedia
Available:http://www.businesswire.com/cgi-bin/mmg.cgi?eid=50593451&lang=en

Contact:

Liberty Media Corporation
Courtnee Ulrich, 720-875-5420
or
Charter Communications, Inc.
Media:
Anita Lamont, 314-543-2215
or
Analysts:
Stefan Anninger, 203-905-7955
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