TWC Time Warner Cable

 

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Registrant’s telephone number, including area code: (212) 364-8200

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 ( see General Instruction A.2 below):

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☐		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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Introduction

Pursuant to that certain Agreement and Plan of Mergers, dated as of May 23, 2015 (the “ Merger Agreement ”), by and among Time Warner Cable Inc. (the “ Company ”), Charter Communications, Inc. (“ Charter ”), CCH I, LLC (“ New Charter ”), then a wholly owned subsidiary of Charter, Nina Corporation I, Inc. (“ Merger Subsidiary One ”), Nina Company II, LLC (“ Merger Subsidiary Two ”), a wholly owned subsidiary of New Charter, and Nina Company III, LLC (“ Merger Subsidiary Three ”), a wholly owned indirect subsidiary of New Charter, on May 18, 2016, the parties completed a series of transactions pursuant to which, among other things, (i) Merger Subsidiary One was first merged with and into the Company, with the Company continuing as the surviving corporation (the “ First Company Merger ”), (ii) immediately thereafter, the Company merged with and into Merger Subsidiary Two, with Merger Subsidiary Two continuing as the surviving entity (the “ Second Company Merger ”), and (iii) immediately thereafter, Charter merged with and into Merger Subsidiary Three, with Merger Subsidiary Three continuing as the surviving entity and a wholly owned subsidiary of New Charter, which resulted in the Company and Charter becoming wholly owned subsidiaries of New Charter (collectively, the “ Mergers ”) on May 18, 2016.  Following the consummation of the Mergers, New Charter became the new public company parent that holds the operations of the combined companies.

Item 1.02.          Termination of a Material Definitive Agreement

Concurrently with the consummation of the Mergers, the Company terminated its existing $3.5 billion senior unsecured five-year revolving credit facility, among the Company, as borrower, the lenders from time to time party thereto and Citibank, N.A., as Administrative Agent, that was scheduled to mature on April 27, 2017. No early termination fees were incurred by the Company in connection with such termination.

Item 2.01.           Completion of Acquisition or Disposition of Assets

The information provided in the Introduction section of this Current Report on Form 8-K is incorporated by reference herein.

Pursuant to the terms and conditions of the Merger Agreement, on May 18, 2016, each share of the Company’s common stock outstanding immediately prior to the effective time of the First Company Merger (other than as provided below and any shares of the Company’s common stock owned by stockholders who neither voted in favor of the First Company Merger nor consented thereto in writing and who demanded properly in writing appraisal for such shares in accordance with Section 262 of the General Corporation Law of the State of Delaware (the “ Dissenting Shares ”)) was canceled and converted into the right to receive either $100.00 in cash and shares of New Charter Class A common stock (“ New Charter common stock ”) equivalent to 0.5409 shares of Charter Class A common stock (“ Charter common stock ”) or, at the election of a stockholder who had made a valid and timely election (an “ Electing Stockholder ”), $115.00 in cash and shares of New Charter common stock equivalent to 0.4562 shares of Charter common stock (in either case, the “ Merger Consideration ”).  Upon the consummation of the Mergers, shares held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the effective time of the First Company Merger were canceled without the right to receive any payment with respect thereto.  Shares of the Company’s common stock held by Liberty Broadband Corporation or Liberty Interactive Corporation (together, the “ Liberty Parties ”) immediately prior to the effective time of the First Company Merger converted only into the right to receive shares of New Charter common stock equivalent to 1.016 shares of Charter common stock.

The description of the Mergers contained in this Item 2.01 does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “ SEC ”) on May 29, 2015, and is incorporated by reference herein.