What Channel is logo on Charter?

Charter Communications, Time Warner Cable and Bright House
September 8, 2022 – 10:45 am

As previously announced, the election deadline for TWC stockholders to elect the form of consideration they wished to receive in connection with the Charter-TWC transactions was 5:00 p.m., Eastern Time, on (the "Election Deadline"). Out of the approximately 285 million shares of TWC common stock outstanding as of the Election Deadline, approximately 173 million shares made a valid election, of which approximately 170 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 have, by default, been converted into the right to receive the Option A consideration.

In addition, Charter and Advance/Newhouse Partnership (the former parent of Bright House Networks, LLC) today announced that the two companies had completed their previously announced transaction in which Charter acquired Bright House Networks ("Bright House"). The consideration to be paid to Advance/Newhouse includes 31.0 million exchangeable common units in a Charter subsidiary indirectly holding Charter's operating subsidiaries. Advance/Newhouse will also receive convertible preferred units in the same Charter subsidiary, convertible into 9.3 million common units with a face amount of $2.5 billion and which will pay a 6% coupon. The common and convertible preferred units are each exchangeable/convertible into Charter common stock under certain circumstances. In addition, Advance/Newhouse will receive $2 billion in cash and will receive governance rights reflecting its economic ownership in the operating subsidiary through a new class of shares at Charter.

Charter also announced today that Liberty Broadband had purchased, upon closing of the Charter-TWC transactions, $4.3 billion of newly issued shares of common stock of Charter at a price of $195.70 per Charter share, which represents Charter's closing price as of, including the impact of the parent merger exchange ratio. Liberty Broadband also purchased, upon closing of the Charter-Advance/Newhouse transaction, $700 million of newly issued shares of common stock of Charter at a price of $191.33 per Charter share, including the impact of the parent merger exchange ratio. At closing, Charter had approximately 270.4 million shares outstanding, and 310.7 million shares outstanding, on an as-converted and as-exchanged basis.

The combination of Charter, TWC and Bright House will create a leading broadband services and technology company, serving over 25 million customers in 41 states. The completion of the transactions will drive investment into the combined entity's advanced broadband network, resulting in faster broadband speeds, better video products, more affordable phone service and more competition, for consumers and businesses. Charter's network and product investments combined with its consumer friendly operating strategy will also lead to faster customer and financial growth, enhancing career development opportunities for its employees and driving value for shareholders.

"I want to thank the management teams and all of the employees at Charter, Time Warner Cable and Bright House Networks for their hard work over these past 12 months, " said Tom Rutledge, Chairman and CEO of Charter Communications. "Despite much distraction, they kept their focus on the customer, and as a result, today we join together three companies, each operating with tremendous momentum. Current Bright House Networks and Time Warner Cable customers won't see many changes right away, though in the coming months they will begin to hear more from us about the Spectrum brand, and the product improvements and consumer friendly policies that come with it. Charter's objective is to provide high quality products at great prices, and back it up with excellent customer service, and we intend to continually improve the way we do business in order to be the very best at what we do."

Charter will be led by Tom Rutledge, who will serve as Chairman of the Board, President and CEO. Charter's Board of Directors will consist of 13 directors. The remaining 12 directors will include seven independent directors, two directors designated by Advance/Newhouse, and three directors designated by Liberty Broadband. Charter's current Chairman since 2009, Eric Zinterhofer, will continue to serve on Charter's Board and has been appointed the Lead Independent Director. Advance/Newhouse has designated to serve on Charter's Board, and Liberty Broadband has designated and, and, Chief Executive Officer of Millicom, to serve on the Board of Directors. The remaining open position on the Board will be filled soon by appointment by the directors other than Mr. Rutledge and those serving by designation of Advance/Newhouse or Liberty Broadband.

About Charter

Charter (NASDAQ: CHTR) is a leading broadband communications company and the second largest cable operator in . Charter provides a full range of advanced broadband services, including Spectrum TV™ video entertainment programming, Spectrum Internet™ access, and Spectrum Voice™. Spectrum 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 Spectrum Reach™ brand. More information about Charter can be found at charter.com.

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