Charter, Time Warner Cable and Bright House Networks Receive Final Regulatory Approval for Transactions


Charter Communications, Inc. (Nasdaq: CHTR) (together with its subsidiaries, “Charter”), Time Warner Cable Inc. (NYSE: TWC) (“TWC”), and Advance/Newhouse Partnership (a parent of Bright House Networks, LLC) today announced that they had received approval from the California Public Utilities Commission for the transactions between the parties, and as such, all required regulatory approvals in connection with the previously announced transactions between Charter and TWC (the “Charter-TWC transactions”), and Charter’s acquisition of Bright House Networks have been received. Subject to the remaining customary closing conditions, the Charter-TWC transactions and Charter’s acquisitions of Bright House Networks are currently expected to close on or about May 18, 2016.

“We are pleased to have now obtained all approvals,” said Tom Rutledge, President and CEO of Charter Communications.  “We look forward to closing these transactions next week and to begin delivering the many benefits of these transactions to consumers.”

Upon closing of the Charter-TWC transactions, subject to the election described below, TWC stockholders, other than Liberty Broadband Corporation (“Liberty Broadband”) and Liberty Interactive Corporation (“Liberty Interactive”), will receive $100.00 in cash and shares of common stock of the new public parent company, which will be named “Charter Communications, Inc.” (“New Charter”), equivalent to 0.5409 shares of legacy Charter for each share of TWC common stock (“Option A” consideration).  Charter has also provided an option for each TWC stockholder to receive $115.00 of cash and New Charter shares equivalent to 0.4562 shares of legacy Charter for each share of TWC common stock (“Option B” consideration).

The actual number of shares of New Charter common stock that TWC stockholders (other than Liberty Broadband and Liberty Interactive) will be entitled to 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 New Charter common stock for each share of legacy Charter common stock.  Following the close of the Charter-TWC transactions, Charter expects the trading price of New Charter common stock on the NASDAQ to reflect the impact of the parent merger exchange ratio.

As previously announced, the election deadline for TWC stockholders to elect the form of consideration they wish to receive in connection with the Charter-TWC transactions was 5:00 p.m., Eastern Time, on May 12, 2016 (the “Election Deadline”).  Based on estimates received from the exchange agent for the election, out of the approximately 285 million shares of TWC common stock outstanding as of the Election Deadline, approximately 183 million shares made a valid election (including through notice of guaranteed delivery procedures), of which approximately 180 million shares elected to receive the Option A consideration and approximately 3 million shares elected to receive the Option B consideration.  All shares as to which no election was made at or prior to the Election Deadline will, by default, be converted into the right to receive the Option A consideration when and if the Charter-TWC transactions are consummated and will remain transferable pursuant to their terms (including by sale) until such time.

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