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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Charter Communications Inc New | NASDAQ:CHTR | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-1.63 | -0.50% | 322.96 | 322.74 | 323.17 | 328.41 | 319.27 | 324.59 | 654,231 | 17:51:24 |
SECURITIES AND EXCHANGE COMMISSION
|
Washington, D.C. 20549
|
SCHEDULE 13D
|
Under the Securities Exchange Act of 1934
|
CHARTER COMMUNICATIONS, INC.
|
(Name of Issuer)
|
CLASS A COMMON STOCK, $0.001 PAR VALUE PER SHARE
|
(Title of Class of Securities)
|
16119P108
|
(CUSIP Number)
Ralph P. Huber
Andrew P. Kransdorf
Advance/Newhouse Partnership
c/o Sabin Bermant & Gould LLP
One World Trade Center, 44
th
Floor
New York, NY 10007
(212) 381-7000
With a Copy to:
Brian E. Hamilton
Scott B. Crofton
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
212-558-4000
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
May 18, 2016
|
(Date of Event Which Requires Filing of This Statement)
|
Note
: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See
§ 240.13d-7(b) for other parties to whom copies are to be sent.
|
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
|
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
1
|
NAME OF REPORTING PERSONS
Advance/Newhouse Partnership
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(b)
x
(1), (2)
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
40,329,334 (3)
|
|
8
|
SHARED VOTING POWER
0
|
||
9
|
SOLE DISPOSITIVE POWER
40,329,334 (3)
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,329,334 (3)
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.0% (4)
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
(1)
|
Each of the (i) Amended and Restated Stockholders Agreement, dated as of May 23, 2015, by and among the Issuer, former Charter Communications, Inc. (“
Legacy Charter
”), Liberty Broadband Corporation (“
Liberty
”) and Advance/Newhouse Partnership (“
A/N
”) as amended on May 18, 2016 (the “
Second Amended and Restated Stockholders Agreement
”) and (ii) Proxy and Right of First Refusal Agreement, dated as of May 18, 2016, by and among Liberty, A/N and the Issuer (the “
Proxy and Right of First Refusal Agreement
”) contains provisions relating to the ownership and voting by the Reporting Person in respect of its A/N Notional Shares (as defined below). The Reporting Persons expressly disclaim the existence of and membership in a group with Liberty. See Item 6 of this Statement.
|
(2)
|
Michael A. Newhouse, who beneficially owns 564 shares of Class A Common Stock is a Trustee of Advance Long-Term Management Trust, Executive Vice President of Newhouse Broadcasting Corporation, Co-President of Advance Publications, Inc. and Vice President of Advance/Newhouse Partnership. Samuel I. Newhouse, III, who beneficially owns 528 shares of Class A Common Stock, is a Trustee of Advance Long-Term Management Trust, a Director and Executive Vice President of Newhouse Broadcasting Corporation, and a Director and Co-President of Advance Publications, Inc. The Reporting Persons expressly disclaim the existence of and membership in a group with Michael A. Newhouse and Samuel I. Newhouse, III.
|
(3)
|
Includes 30,995,834 shares of Class A Common Stock, par value $0.001 per share (“
Class A Common Stock
”), issuable upon conversion of the Class B Common Units (“
Class B Common Units
”) of Charter Holdings Communications Corp. (“
Charter Holdings
”), and 9,333,500 shares of Class A Common Stock issuable upon conversion of the Convertible Preferred Units of Charter Holdings (“
Convertible Preferred Units
”), in each case, held by A/N. Upon exchange by A/N, the 30,995,834 Class B Common Units owned by A/N will be exchanged, at the Issuer’s option, into either (i) shares of Class A Common Stock of the Issuer (“
Class A Common Stock
”) on a one-for-one basis or (ii) cash based on
the volume-weighted average price of the Class A Common Stock for the two consecutive trading days immediately prior to the date of delivery of an exchange notice by A/N
. Each of the 25,000,000 Convertible Preferred Units with face amount of $100 held by A/N are convertible, in the hands of A/N and its affiliates, into 0.37334 of a Class B Common Unit and, in the hands of any other person, into 0.37334 of a share of Class A Common Stock, representing a conversion price of $267.85, subject to customary anti-dilution adjustments. A/N owns one share of Class B Common Stock of the Issuer, which entitles A/N to vote on any matter submitted for a vote of the holders of Class A Common Stock of the Issuer such number of votes equal to the number of shares of Class A Common Stock into which the Class B Common Units and Convertible Preferred Units held by A/N and its affiliates are convertible or exchangeable, as applicable, in each case, assuming only shares of Class A Common Stock are delivered upon conversion or exchange (the “
A/N Notional Shares
”). Does not include the 564 shares of Class A Common Stock beneficially owned by Michael A. Newhouse or the 528 shares of Class A Common Stock beneficially owned by Samuel I. Newhouse, III.
|
(4)
|
For purposes of calculating beneficial ownership in this statement on Schedule 13D (this “
Statement
”), the total number of shares of Class A Common Stock outstanding as of May 18, 2016 is approximately 270.4 million, as reported by the Issuer in its Current Report on Form 8-K, filed with the SEC on May 18, 2016. The percentage provided represents the percentage of Class A Common Stock beneficially owned by the applicable Reporting Person divided by the sum of (i) the amount of Class A Common Stock currently outstanding as reported by the Issuer plus (ii) the amount of Class A Common Stock issuable upon exchange or conversion, as applicable, of the Class B Common Units and Convertible Preferred Units, in each case, held by A/N.
|
1
|
NAME OF REPORTING PERSONS
Newhouse Broadcasting Corporation
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
x
(1), (2)
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER*
40,329,334 (3)
|
|
8
|
SHARED VOTING POWER
0
|
||
9
|
SOLE DISPOSITIVE POWER*
40,329,334 (3)
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,329,334 (3)
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.0% (4)
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
*
|
Sole voting power and dispositive power is held indirectly through control of Advance/Newhouse Partnership.
|
1
|
NAME OF REPORTING PERSONS
Advance Publications, Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
x
(1), (2)
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER*
40,329,334 (3)
|
|
8
|
SHARED VOTING POWER
0
|
||
9
|
SOLE DISPOSITIVE POWER*
40,329,334 (3)
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,329,334 (3)
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.0% (4)
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
*
|
Sole voting power and dispositive power is held indirectly through control of Advance/Newhouse Partnership.
|
1
|
NAME OF REPORTING PERSONS
Newhouse Family Holdings, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
x
(1), (2)
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER*
40,329,334 (3)
|
|
8
|
SHARED VOTING POWER
0
|
||
9
|
SOLE DISPOSITIVE POWER*
40,329,334 (3)
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,329,334 (3) |
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.0% (4)
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
*
|
Sole voting power and dispositive power is held indirectly through control of Advance/Newhouse Partnership.
|
1
|
NAME OF REPORTING PERSONS
Advance Long-Term Management Trust
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
x
(1), (2)
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
40,329,334 (3)
|
|
8
|
SHARED VOTING POWER
0
|
||
9
|
SOLE DISPOSITIVE POWER
40,329,334 (3)
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,329,334 (3)
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.0% (4)
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
*
|
Sole voting power and dispositive power is held indirectly through control of Advance/Newhouse Partnership.
|
A/N
|
|
(a) Name of Person Filing
|
Advance/Newhouse Partnership
|
(b) Address of Principal Business Office
|
5823 Widewaters Parkway
E. Syracuse, NY 13057
|
(c) Principal Business
|
Holding company holding investment in the Issuer
|
(d) — (e)
|
During the last five years, neither A/N, nor, to A/N’s knowledge, any of the individuals referred to in Exhibit 7(a), has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding violations with respect to such laws.
|
(f) Place of Organization
|
New York
|
NBCo
|
|
(a) Name of Person Filing
|
Newhouse Broadcasting Corporation
|
(b) Address of Principal Business Office
|
5823 Widewaters Parkway
E. Syracuse, NY 13057
|
(c) Principal Business
|
Holding company indirectly holding interests in the Issuer and other investments.
|
(d) — (e)
|
During the last five years, neither NBCo, nor, to NBCo’s knowledge, any of the individuals referred to in Exhibit 7(b), has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding violations with respect to such laws.
|
(f) Place of Organization
|
New York
|
API
|
|
(a) Name of Person Filing
|
Advance Publications, Inc.
|
(b) Address of Principal Business Office
|
950 Fingerboard Road
Staten Island, NY 10305
|
(c) Principal Business
|
Holding company indirectly holding interests in the Issuer and other investments.
|
(d) — (e)
|
During the last five years, neither API, nor, to API’s knowledge, any of the individuals referred to in Exhibit 7(c), has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding violations with respect to such laws.
|
(f) Place of Organization
|
New York
|
NFH
|
|
(a) Name of Person Filing
|
Newhouse Family Holdings, L.P.
|
(b) Address of Principal Business Office
|
One World Trade Center
New York, NY 10007
|
(c) Principal Business
|
Holding company indirectly holding a voting interest in API and other investments
|
(d) — (e)
|
During the last five years, neither NFH, nor, to NFH’s knowledge, any of the individuals referred to in Exhibit 7(d), has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding violations with respect to such laws.
|
(f) Place of Organization
|
Delaware
|
Advance Long-Term Trust
|
|
(a) Name of Person Filing
|
Advance Long-Term Management Trust
|
(b) Address of Principal Business Office
|
c/o Robinson Miller LLC
One Newark Center, 19th Floor
Newark, NJ 07102
|
(c) Principal Business
|
Holds a general partnership interest in NFH.
|
(d) — (e)
|
During the last five years, neither Advance Long-Term Trust, nor, to Advance Long-Term Trust’s knowledge, any of the individuals referred to in Exhibit 7(e), has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding violations with respect to such laws.
|
(f) Place of Organization
|
New Jersey
|
|
(a)
|
The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
|
|
(b)
|
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
|
|
(c)
|
A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries;
|
|
(d)
|
Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
|
|
(e)
|
Any material change in the present capitalization or dividend policy of the Issuer;
|
|
(f)
|
Any other material change in the Issuer’s business or corporate structure;
|
|
(g)
|
Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
|
|
(h)
|
A class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
|
|
(i)
|
A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
|
|
(j)
|
Any action similar to any of those enumerated in clauses (a) through (j), above.
|
Exhibit
No.
|
Description
|
|
7(a)
|
Partners of Advance Newhouse Partnership (“
A/N
”).
|
|
7(b)
|
Directors and Executive Officers of Newhouse Broadcasting Corporation.
|
|
7(c)
|
Directors and Executive Officers of Advance Publications, Inc.
|
|
7(d)
|
Partners of Newhouse Family Holdings, L.P.
|
|
7(e)
|
Trustees of Advance Long-Term Management Trust.
|
|
7(f)
|
Contribution Agreement, dated as of March 31, 2015, as amended on May 23, 2015, by and among former Charter Communications, Inc. (“
Legacy Charter
”), Charter Communications, Inc. (the “
Issuer
”), Advance/Newhouse Partnership (“
A/N
”) and Charter Communications Holdings, LLC (“
Charter Holdings
”) (incorporated by reference to Exhibits 2.2 and 2.3 to the Registration Statement on Form S-4 filed by CCH I, LLC on June 26, 2015 (File No. 333205240)).
|
|
7(g)
|
Operating Agreement of Charter Holdings, dated as of May 18, 2016, by and among Charter Holdings, the Issuer, Legacy Charter, A/N and CCH II, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on May 20, 2016).
|
|
7(h)
|
Exchange Agreement, dated as of May 18, 2016, by and among Charter Holdings, the Issuer, A/N and CCH II, LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer on May 20, 2016).
|
|
7(i)
|
Proxy and Right of First Refusal Agreement, dated as of May 23, 2015, by and among Liberty Broadband Corporation (“
Liberty
”), A/N, and, for the purposes stated therein, the Issuer (incorporated by reference to Exhibit 10.1 to Liberty
’
s Current Report on Form 8-K, filed by Liberty on May 20, 2016).
|
|
7(j)
|
Registration Rights Agreement, dated as of May 18, 2016, by and among Liberty, A/N and the Issuer (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer on May 20, 2016).
|
|
7(k)
|
Second Amended and Restated Stockholders Agreement, dated as of May 23, 2015, by and among Legacy Charter, the Issuer, Liberty and A/N (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-4 filed by CCH I, LLC on June 26, 2015 (File No. 333205240)).
|
|
7(l) | Letter Agreement to the Second Amended and Restated Stockholders Agreement, dated as of May 18, 2016, by and among Legacy Charter, the Issuer, Liberty and A/N (incorporated by reference to Exhibit 7(p) to Liberty ’ s Schedule 13D/A filed by Liberty on May 26, 2016). |
Advance/Newhouse Partnership
|
|
By:
|
/s/ Michael A. Newhouse |
Michael A. Newhouse
|
|
Vice President
|
|
Newhouse Broadcasting Corporation
|
|
By:
|
/s/ Michael A. Newhouse |
Michael A. Newhouse
|
|
Executive Vice President
|
|
Advance Publications, Inc.
|
|
By:
|
/s/ Michael A. Newhouse |
Michael A. Newhouse
|
|
Co-President
|
Newhouse Family Holdings, L.P.
|
||
By: Advance Long-Term Management Trust, as General Partner
|
||
By:
|
/s/ Samuel I. Newhouse, III | |
Samuel I. Newhouse, III, as Trustee
|
||
By:
|
/s/ Steven O. Newhouse | |
Steven O. Newhouse, as Trustee
|
||
By:
|
/s/ Michael A. Newhouse | |
Michael A. Newhouse, as Trustee
|
||
By:
|
/s/ Victor F. Ganzi | |
Victor F. Ganzi, as Trustee
|
||
By:
|
/s/ Peter C. Gould | |
Peter C. Gould, as Trustee
|
Advance Long-Term Management Trust
|
|
By:
|
/s/ Samuel I. Newhouse, III |
Samuel I. Newhouse, III, as Trustee
|
|
By:
|
/s/ Steven O. Newhouse |
Steven O. Newhouse, as Trustee
|
|
By:
|
/s/ Michael A. Newhouse |
Michael A. Newhouse, as Trustee
|
|
By:
|
/s/ Victor F. Ganzi |
Victor F. Ganzi, as Trustee
|
|
By:
|
/s/ Peter C. Gould |
Peter C. Gould, as Trustee
|
1 Year Charter Communications Chart |
1 Month Charter Communications Chart |
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