Charter and Cox Communications Complete Transaction

Spectrum Brand, Pricing and Packaging to Launch in All Cox Markets Mid-September

Stamford, CT – Charter Communications, Inc. (NASDAQ: CHTR) (together with its subsidiaries, “Charter”) in the present day introduced that it has accomplished its beforehand introduced transaction with Cox Communications (“Cox”) and the acquisition of Liberty Broadband Corporation (“Liberty Broadband”). These transformative transactions create the main broadband and video firm within the nation and the quickest rising cellular supplier in its footprint, with seamless connectivity and video leisure, and high-quality customer support delivering highly effective advantages for patrons, native communities, workers and shareholders.

“The addition of Cox to the Spectrum footprint is one that can be celebrated by customers, employees and investors alike,” mentioned Chris Winfrey, Charter President and CEO. “Together, we will bring the best products, at the best price, coupled with the highest level of customer service to more customers across our expanded 45-state Spectrum footprint. And Cox employees will soon have access to all the programs and benefits that have made Charter an employer of choice where its 100% U.S.-based employees can build long-term careers.

“The market has changed considerably over the past decade, and regional providers like Spectrum are competing with national and even global connectivity and entertainment companies. Today, with expanded scale, we are better positioned to compete and continue investment in our products and service, tools and platforms, and to further the capability and reach of our Spectrum Fiber Broadband Network.”

Eric Zinterhofer, who previous to closing the transactions had served as Chairman of Charter’s board, added, “Congratulations to Chris, the Charter team and the Cox family for completing an industry-transforming transaction. I look forward to serving as lead independent director as Alex Taylor becomes Charter’s next Chairman.”

“When Liberty first invested in Charter more than a decade ago, we saw an opportunity to build scale behind a great management team and operating model,” mentioned Dr. John C. Malone, Chairman of Liberty Broadband. “The combination of Charter and Cox creates a stronger, more competitive company to further invest and innovate, while giving Liberty Broadband shareholders a direct interest in its future. I have tremendous respect for the Cox family and its long tradition of entrepreneurial leadership and responsible stewardship, and I look forward to seeing what Chris, Alex and their teams accomplish together.”

The Cox Transaction

A subsidiary of Cox Enterprises, Inc. (“Cox Enterprises”) acquired:

  • Approximately 33.6 million common units in Charter’s existing partnership (“Charter Holdings”), with an implied value of approximately $5 billion, and which are exchangeable for Charter common shares. 
  • $6 billion of convertible preferred units of Charter Holdings, with a 6.875% coupon, which are convertible into 12.6 million common units of Charter Holdings, and which are exchangeable for Charter common shares.
  • And a total of approximately $4 billion in cash.

In aggregate, Charter issued the equivalent of just over 46 million Charter shares to a subsidiary of Cox Enterprises. Based on Charter’s share count as of June 30, 2026, and giving effect to the closing of the Liberty Broadband merger and the Cox transaction, Cox Enterprises and its subsidiaries now own approximately 26% of the combined entity’s fully diluted shares outstanding, on an as-converted, as-exchanged basis. Additionally, approximately $12 billion of Cox debt and finance leases will remain outstanding at subsidiaries of Charter as a result of the transaction.

Alex Taylor, Chairman and CEO of Cox Enterprises and Chairman of Charter’s Board of Directors said, “For generations, my household has believed in constructing companies that matter and stand the take a look at of time. The broadband {industry} has formed how folks reside, work and join with each other, and we imagine deeply in its future. I sit up for partnering with Chris and the board to construct on a proud legacy and create long-term worth for our shareholders, clients, workers and the communities we serve.”

The Liberty Broadband Transaction

Concurrent with the closing of the Cox transaction, Charter closed its transaction with Liberty Broadband. Under the phrases of the settlement, every holder of Liberty Broadband Series A typical inventory, Series B widespread inventory, and Series C widespread inventory (collectively, “Liberty Broadband common stock”) acquired 0.236 of a share of Charter widespread inventory per share of Liberty Broadband widespread inventory held, with money paid in lieu of fractional shares. Each holder of Liberty Broadband Series A cumulative redeemable most popular inventory (“Liberty Broadband preferred stock”) acquired one share of newly issued Charter cumulative redeemable most popular inventory (“Charter preferred stock”) per share of Liberty Broadband most popular inventory held, which Charter most popular inventory will considerably mirror the present phrases of the Liberty Broadband most popular inventory.

As a results of the transaction, Charter retired roughly 38.6 million Charter shares beforehand owned by Liberty Broadband and issued roughly 33.9 million shares to holders of Liberty Broadband widespread inventory at closing, leading to a web lower of roughly 4.7 million Charter shares excellent. At shut, Charter assumed roughly $840 million of Liberty Broadband web debt that can be repaid shortly after closing, and $180 million of most popular fairness that grew to become Charter most popular fairness upon the shut of the transaction.

Customer, Community and Employee Benefits

Beginning in the present day, Spectrum will supply Cox clients a free cellular line for one 12 months

To welcome its new clients, Spectrum is providing a free 12 months of cellular service to Cox web clients who don’t already subscribe to Cox Mobile; the primary of many advantages Spectrum will supply. In mid-September, Spectrum plans to launch its whole suite of merchandise to all customers, together with present clients, in former Cox markets providing Spectrum’s easy and clear pricing and packaging, larger worth and extra alternatives to avoid wasting.

Spectrum Internet and Spectrum Mobile work collectively over the Spectrum Fiber Broadband Network and are supported by roughly 45 million WiFi entry factors throughout the nation, delivering a quicker, extra seamless expertise than standalone 5G. Spectrum’s Seamless Connectivity bundle delivers essentially the most dependable service and helps clients save with Spectrum’s $1,000 financial savings assure.

For Video, Spectrum’s Seamless Entertainment brings reside TV and fashionable streaming apps collectively, multi function place. Spectrum TV Select plans embody ad-supported streaming apps like Disney+, Hulu, ESPN Unlimited, Discovery+, HBO MAX, Paramount+, Peacock, AMC+, ViX, Tennis Channel, and FOX One, offering as much as $127 of month-to-month retail worth at no additional price. The Spectrum TV App, the highest-rated pay TV streaming app and essentially the most seen streaming service within the U.S. on an hours per family foundation, lets clients stream, pause, and rewind reside TV, plus watch On Demand and DVR, on telephones, tablets and the most well-liked streaming gadgets. And with the Xumo Stream Box with voice distant, Spectrum makes it straightforward to look and swap between reside TV and the most well-liked streaming apps.

Within the subsequent 12 months, Cox clients additionally will profit from Spectrum’s industry-first Customer Service Commitments, which embody:

  • 100% U.S.-based customer support workforce out there 24/7.
  • fixing service disruptions rapidly, together with same-day technician dispatch when requested earlier than 5:00 pm; if not, the subsequent day.
  • offering clients with credit for outages that last more than two hours.

To obtain these commitments, over the subsequent 18 months Spectrum will apply its gross sales and service workforce mannequin to Cox markets, and will absolutely return Cox’s customer support operate to the U.S.  All workers will earn a beginning wage of a minimum of $20 per hour and take pleasure in Spectrum’s industry-leading advantages, which embody:

  • Comprehensive medical, dental, and imaginative and prescient protection for all full-time and part-time workers.
  • Market-leading retirement advantages, together with a 401(ok) plan with an organization match as much as 6% of their eligible pay.
  • Free or discounted Spectrum Mobile, TV and Internet service.
  • Multiple alternatives for upward development to construct careers, together with by way of self-progression packages with standardized pay raises, and formal growth packages, together with the Broadband Field Technician Apprenticeship program.
  • Tuition-free undergraduate diploma and certificates packages by way of versatile on-line studying.
  • The Employee Stock Purchase Plan gives all frontline workers with the power to buy inventory and obtain an identical grant of Charter Restricted Stock Units (RSUs) as much as 1-for-1 based mostly on years of service.
  • Participation within the Invest in America Trump Accounts program, matching the federal authorities’s $1,000 contribution for workers’ youngsters.

Businesses of all sizes all through the Spectrum footprint will profit from the mixture of Spectrum Business with Cox Business’ well-known {industry} management, together with Segra, Cox’s super-regional, fiber-based supplier serving business enterprise and service clients, and RapidScale, its managed, cloud-based companies supplier.

In promoting, Spectrum will broaden alternatives for advertisers massive and small, nationwide, regional, and native, bringing new competitors in an space now dominated by Big Tech.

Spectrum is an area firm that helps create alternatives and invests within the communities the place its workers reside and work with packages centered on growing digital inclusion and training, selling vital human companies (together with meals safety, housing, and employment), and supporting small companies. Spectrum established the Spectrum Foundation with a $50 million preliminary funding to reply to native wants, broaden financial alternative and empower communities to thrive.

Spectrum’s native presence within the communities is furthered by Spectrum Networks, its award-winning information division with greater than 35 stations throughout the corporate’s footprint, offering goal reporting from native journalists, guaranteeing protection displays and is knowledgeable by the problems that matter most to our communities. In the approaching months, Spectrum Networks will broaden its presence into the Cox footprint, bringing native, unbiased information protection to extra communities in new DMAs. 

Governance

Mr. Alex Taylor has been appointed Chairman, and Mr. Eric Zinterhofer has been named the lead impartial director of Charter’s board. Mr. Winfrey will proceed in his present position as President and CEO and board member. In addition to Mr. Taylor, Cox Enterprises has appointed Mr. Dallas Clement and Mr. Mark Greatrex to Charter’s 13-member board.

Advance/Newhouse, which, like Cox, contributed its operations to Charter’s partnership in 2016, will retain its two board seats held by Mr. Steve Miron and Mr. Michael Newhouse.

At shut, Liberty Broadband ceased to be a direct shareholder in Charter and now not designates administrators for election to the Charter board. Mr. Martin Patterson and Mr. J. David Wargo have stepped down from the board, efficient as of the shut of the transaction. In addition, Mr. John Markley Jr. retired from the Charter board efficient as of the shut of the transaction and Mr. Balan Nair will proceed to serve on the Charter board as an impartial director.

Charter, Cox Enterprises and Advance/Newhouse entered into an amended and restated stockholders’ settlement, which offered for preemptive rights over sure issuances, voting caps and required participation in Charter widespread share repurchases at specified acquisition caps, and switch restrictions amongst different shareholder governance issues.

Within a 12 months following the transaction, the corporate will change its dad or mum firm title to Cox Communications however will proceed to function as Spectrum throughout all markets. The Company additionally will stay headquartered in Stamford, CT, retaining a big presence in Atlanta, GA.  

In the Cox transaction, Citi and LionTree served as monetary advisors and Wachtell, Lipton, Rosen & Katz served as authorized counsel to Charter. Allen & Company served as monetary advisor to Cox Enterprises. BDT & MSD Partners, Evercore and Wells Fargo served as monetary advisors to Cox. Latham & Watkins LLP served as authorized advisor to Cox Enterprises.

In the Liberty Broadband transaction, Centerview Partners LLC served as unique monetary advisor to the particular committee of Charter. Citi served as unique monetary advisor to Charter. Wachtell, Lipton, Rosen & Katz served as authorized counsel to the particular committee of Charter. J.P. Morgan served as unique monetary advisor to Liberty Broadband, and O’Melveny & Myers LLP served as authorized counsel to Liberty Broadband.

Contacts

Media:

Cameron Blanchard, Charter Communications, cameron.blanchard@charter.com

Analysts:

Stefan Anninger, Charter Communications, stefan.anninger@charter.com

About Charter 

Charter Communications, Inc. (NASDAQ: CHTR) is the main broadband and video firm within the nation and the quickest rising cellular supplier in its footprint, with companies out there to greater than 70 million houses and small to massive companies throughout 45 states by way of its Spectrum model. Founded in 1993, Charter has developed from offering cable TV to streaming, and from high-speed Internet to a converged broadband, WiFi and cellular expertise. Over the Spectrum Fiber Broadband Network and supported by our 100% U.S.-based workers, the Company presents Seamless Connectivity and Entertainment with Spectrum Internet®, Mobile, TV and Voice merchandise.

More info will be discovered at corporate.charter.com.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This communication contains forward-looking statements throughout the which means of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, relating to, amongst different issues, our plans, methods and prospects, each enterprise and monetary.  Although we imagine that our plans, intentions and expectations as mirrored in or recommended by these forward-looking statements are cheap, we can not guarantee you that we are going to obtain or understand these plans, intentions or expectations. Forward-looking statements are inherently topic to dangers, uncertainties and assumptions together with, with out limitation: (i) our capability to efficiently combine the Cox Communications enterprise; (ii) the last word consequence and outcomes of integrating operations and utility of Charter’s working methods to the Cox Communications enterprise and the last word capability to appreciate synergies on the ranges presently anticipated in addition to potential dis-synergies; (iii) the influence of the transaction on our inventory worth and future working outcomes, together with because of transaction and integration prices, elevated curiosity expense, enterprise disruption, and diversion of administration time and consideration; (iv) the discount in our present stockholders’ proportion possession and voting curiosity because of the transaction; (v) the rise in our indebtedness because of the transaction, which can improve curiosity bills and might lower our working flexibility; (vi) different dangers associated to the transaction and actions associated thereto; and (vii) the components described below “Risk Factors” now and again in our filings with the SEC.   Many of the forward-looking statements contained on this communication could also be recognized by way of forward-looking phrases akin to “believe,” “future,” “expect,” “anticipate,” “should,” “planned,” “will,” “may,” “intend,” “estimated,” “aim,” “on track,” “target,” “opportunity,” “tentative,” “positioning,” “designed,” “create,” “predict,” “project,” “initiatives,” “seek,” “would,” “could,” “continue,” “ongoing,” “upside,” “increases,” “grow,” “focused on” and “potential,” amongst others.   Important components that would trigger precise outcomes to vary materially from the forward-looking statements we make on this communication are set forth in our annual report on Form 10-Ok, and in different reviews or paperwork that we file now and again with the SEC.

All forward-looking statements converse solely as of the date they’re made and are based mostly on info out there at the moment. We assume no obligation to replace forward-looking statements to mirror circumstances or occasions that happen after the date the forward-looking statements had been made or to mirror the prevalence of unanticipated occasions besides as required by federal securities legal guidelines. As forward-looking statements contain vital dangers and uncertainties, warning needs to be exercised towards inserting undue reliance on such statements.

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