Attached files
| file | filename |
|---|---|
| 8-K - 8-K - CHARTER COMMUNICATIONS, INC. /MO/ | chtr425148k.htm |
| EX-99.1 - EXHIBIT 99.1 - CHARTER COMMUNICATIONS, INC. /MO/ | chtr425148kexhibit991.htm |
| EX-99.2 - EXHIBIT 99.2 - CHARTER COMMUNICATIONS, INC. /MO/ | exhibit992publicpresenta.htm |
| EX-2.1 - EXHIBIT 2.1 - CHARTER COMMUNICATIONS, INC. /MO/ | chtr425148kexhibit21.htm |
Filed by Charter Communications Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under the Securities Exchange
Act of 1934
Subject Company: Charter Communications Inc.
Commission File No. 001-33664
Exhibit 99.3
Dear Colleagues:
This morning the Company announced it reached an agreement with Comcast that will transform Charter and, I think benefit the entire Cable industry. At the close of the transaction, Charter will have a greater concentration of operations in fewer states, improving our footprint and enabling us to better compete with the satellite and phone companies. By concentrating the markets in which we operate, we can more effectively market our products and services to non-customers and more efficiently provide great service to our customers. This transaction will result in Charter owning or managing approximately 8 million video customers. This is a complicated deal that includes three separate parts.
• | Charter will acquire 1.4 million subscribers in markets that complement our current footprint. |
• | Charter will also acquire a 33% stake in a newly formed cable company that will have 2.5 million subscribers. Charter will provide operational services to “SpinCo.” |
• | Charter and Comcast have agreed to swap approximately 1.6 million subscribers. These swaps will enhance the operating effectiveness of Charter, creating more logical geographic delineations. |
This transaction is contingent on the closing of the Comcast/Time Warner Cable merger and necessary regulatory approvals which likely won’t happen before the end of this year. Over the next several weeks we will communicate more on specific impacts of the transaction. We expect to provide you the ability to use our Intranet to ask questions about this transaction and the effect it may have on our company very soon. However, I am pleased that both we and Comcast have agreed to ensure that after the transaction, employees in the affected regions will be compensated in the same way as they are currently compensated.
We know that any change can be unsettling, particularly when not all questions can be immediately answered. We also realize that transactions such as these are distracting, but we have made tremendous progress as a Company over the past 18 months by remaining focused on our individual responsibilities and performing our jobs at a very high level. We must not lose that focus. This transaction will result in a much larger and better positioned Charter, especially as we continue our operating improvements, and successfully execute on better serving our customers.
Thank you for the hard work that you do every day and I look forward to an even brighter future for all of us.
Tom
Charter will gain ownership or an ownership stake in the following:
Michigan - Including Detroit, Lansing, Grand Rapids and Flint-Saginaw-Bay City
Minnesota - Including Minneapolis - St. Paul
Ohio - Including Cleveland-Akron, Columbus, Cincinnati, Dayton, and Toledo
Wisconsin - Including Milwaukee and Green Bay
Indiana - Including Indianapolis, Evansville, Ft. Wayne, Terre Haute, and Lafayette
Alabama - Including Birmingham, Mobile, Huntsville, and Dothan
Kentucky - Including Bowling Green, Lexington, Louisville, Paducah, and Harrisburg
Tennessee - Including Tri-Cities and Chattanooga
Charter will be transferring to Comcast:
California KMA
Texas KMA
Northwest KMA (except Reno)
CarVA KMA (except Greenville and Spartanburg)
New England KMA
Tennessee KMA (except Tri-Cities and Chattanooga)
GA/Alabama KMA (Atlanta and Macon are the only cable systems going to Comcast)
Important Information For Investors And Shareholders
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed transaction between Comcast Corporation (“Comcast”) and Charter Communications, Inc. (“Charter”), Charter will file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that will include a proxy statement of Charter that also constitutes a prospectus of Charter, and a definitive proxy statement/prospectus will be mailed to shareholders of Charter. INVESTORS AND SECURITY HOLDERS OF COMCAST AND CHARTER ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the registration statement and the proxy statement/prospectus (when available) and other documents filed with the SEC by Comcast or Charter through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Comcast are available free of charge on Comcast’s website at http://cmcsa.com or by contacting Comcast’s Investor Relations Department at 866-281-2100. Copies of the documents filed with the SEC by Charter will be available free of charge on Charter’s website at charter.com, in the “Investor and News Center” near the bottom of the page, or by contacting Charter’s Investor Relations Department at (203) 905-7955.
In addition, in connection with the proposed transaction between Comcast and Time Warner Cable Inc. (“Time Warner Cable”), on March 20, 2014, Comcast filed with the SEC a registration statement on Form S-4 containing a preliminary joint proxy statement of Comcast and Time Warner Cable that also constitutes a preliminary prospectus of Comcast. The registration statement has not yet become effective. After the registration statement is declared effective by the SEC, a definitive joint proxy statement/prospectus will be mailed to shareholders of Comcast and Time Warner Cable. INVESTORS AND SECURITY HOLDERS OF COMCAST AND TIME WARNER CABLE ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of the registration statement and
the joint proxy statement/prospectus and other documents filed with the SEC by Comcast or Time Warner Cable through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Comcast are available free of charge on Comcast’s website at http://cmcsa.com or by contacting Comcast’s Investor Relations Department at 866-281-2100. Copies of the documents filed with the SEC by Time Warner Cable will be available free of charge on Time Warner Cable’s website at http://ir.timewarnercable.com or by contacting Time Warner Cable’s Investor Relations Department at 877-446-3689.
Shareholders of Comcast and Time Warner Cable are not being asked to vote on the proposed transaction between Comcast and Charter, and the proposed transaction between Comcast and Time Warner Cable is not contingent upon the proposed transaction between Comcast and Charter.
Comcast, Time Warner Cable, Charter and their respective directors and certain of their respective executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction between Comcast and Time Warner Cable, and Comcast, Charter and their respective directors and certain of their respective executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction between Comcast and Charter. Information about the directors and executive officers of Time Warner Cable is set forth in its Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with the SEC on February 18, 2014, and its preliminary proxy statement for its 2014 annual meeting of stockholders, which was filed with the SEC on April 8, 2014. Information about the directors and executive officers of Comcast is set forth in its Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with the SEC on February 12, 2014, and its proxy statement for its 2014 annual meeting of stockholders, which was filed with the SEC on April 11, 2014. Information about the directors and executive officers of Charter is set forth in its Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with the SEC on February 21, 2014, and its proxy statement for its 2014 annual meeting of stockholders, which was filed with the SEC on March 27, 2014. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the preliminary joint proxy statement/prospectus of Comcast and Time Warner Cable filed with the SEC and will be contained in the definitive joint proxy statement/prospectus of Comcast and Time Warner Cable and other relevant materials to be filed with the SEC when they become available, and will also be contained in the preliminary proxy statement/prospectus of Charter when it becomes available.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this communication regarding the proposed acquisition of Time Warner Cable by Comcast and the proposed transaction between Comcast and Charter, including any statements regarding the expected timetable for completing the transactions, benefits and synergies of the transactions, future opportunities for the respective companies and products, and any other statements regarding Comcast’s, Time Warner Cable’s and Charter’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are “forward-looking” statements made within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are often, but not always, made through the use of words or phrases such as “may”, “believe,” “anticipate,” “could”, “should,” “intend,” “plan,” “will,” “expect(s),” “estimate(s),” “project(s),” “forecast(s)”, “positioned,” “strategy,” “outlook” and similar expressions. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the timing to consummate the proposed transactions; the risk that a condition to closing either of the proposed transactions may not be satisfied; the risk that a regulatory approval that may be required for either of the proposed transactions is not obtained or is obtained subject to conditions that are not anticipated; the parties’ ability to achieve the synergies and value creation contemplated by the proposed transactions; the parties’ ability to promptly, efficiently and effectively integrate acquired operations into their own operations; and the diversion of management time on transaction-related issues. Additional information concerning these and other factors can be found in Comcast’s, Time Warner Cable’s and Charter’s respective filings with the SEC, including Comcast’s, Time Warner Cable’s and Charter’s most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Comcast, Time Warner Cable and Charter assume no obligation to update any forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.