特许通讯美股招股说明书(2025-01-22版)

Dear Stockholders of Charter Communications, Inc. and Liberty Broadband Corporation: On November 12, 2024, Charter Communications, Inc. (“Charter”), Liberty Broadband Corporation (“LibertyBroadband”), Fusion Merger Sub 1, LLC, a wholly owned subsidiary of Charter, and Fusion Merger Sub 2, Inc., awholly owned subsidiary of Fusion Merger Sub 1, LLC, entered into an Agreement and Plan of Merger (as may beamended from time to time, the “merger agreement”), a copy of which is attached as Annex A to theaccompanying joint proxy statement/prospectus. Subject to approval of the stockholders of Charter and LibertyBroadband as described later in the accompanying joint proxy statement/prospectus and the satisfaction or (to theextent permitted) waiver of certain other closing conditions, Charter will acquire Liberty Broadband through themerger of Fusion Merger Sub 2, Inc. with and into Liberty Broadband (the “merger”), with Liberty Broadbandsurviving the merger as the surviving corporation and becoming an indirect wholly owned subsidiary of Charter.Immediately following the merger, Liberty Broadband, as the surviving corporation of the merger, will merge withand into Fusion Merger Sub 1, LLC (the “upstream merger,” and together with the merger, the “combination”),with Fusion Merger Sub 1, LLC surviving the upstream merger as the surviving company and as a wholly ownedsubsidiary of Charter. At the effective time of the merger (the “effective time”):•each share of (i) Liberty Broadband Series A common stock, par value $0.01 per share (“Liberty Broadband Series A common stock”), (ii) Liberty Broadband Series B common stock, par value$0.01 per share (“Liberty Broadband Series B common stock”), and (iii) Liberty Broadband Series Ccommon stock, par value $0.01 per share (“Liberty Broadband Series C common stock” and togetherwith the Liberty Broadband Series A common stock and the Liberty Broadband Series B common stock,the “Liberty Broadband common stock”), in each case, issued and outstanding immediately prior to theeffective time (other than excluded shares (as defined below)) will automatically be converted into andbecome the right to receive 0.236 (the “exchange ratio”) of a validly issued, fully paid and nonassessableshare of Charter Class A common stock, par value $0.001 per share (“Charter Class A common stock”);and•each share of Liberty Broadband Series A cumulative redeemable preferred stock, par value $0.01 pershare (“Liberty Broadband preferred stock,” and together with the Liberty Broadband common stock,the “Liberty Broadband capital stock”), issued and outstanding immediately prior to the effective time(other than excluded treasury shares (as defined below)) will automatically be converted into and becomethe right to receive one validly issued, fully paid and nonassessable share of newly issued Charter Series Acumulative redeemable preferred stock, par value $0.001 per share (“Charter rollover preferred stock”).The Charter rollover preferred stock will have substantially identical terms to the Liberty Broadbandpreferred stock, including a mandatory redemption date of March 8, 2039. Such consideration is collectively referred to as the “merger consideration.” No fractional shares of Charter Class A common stock will be issued in the combination. In lieu of issuingfractional shares of Charter Class A common stock that would otherwise be issued as part of the mergerconsideration, cash (without interest) will be paid as described in this joint proxy statement/prospectus. The merger consideration will not be deliverable with respect to (i) shares of Liberty Broadband capital stock held by LibertyBroadband as treasury stock or by any of Liberty Broadband’s wholly owned subsidiaries immediately prior to theeffective time or owned by Charter or its wholly owned subsidiaries immediately prior to the effective time (the“excluded treasury shares”) or (ii) shares of Liberty Broadband Series B common stock outstanding immediatelyprior to the effective time and that are held by any stockholder or beneficial owner who is entitled to demand andproperly demands appraisal of such shares in accordance with, and who complies in all respects with, Section 262 ofthe General Corporation Law of the State of Delaware TABLE OF CONTENTS (collectively with the excluded treasury shares, the “excluded shares”). For more details on the mergerconsideration, see “The Merger Agreement—Merger Consideration.” U.S. holders (as defined in the accompanyingjoint proxy statement/prospectus) of Liberty Broadband capital stock are generally not expected to recognize gain orloss for U.S. federal income tax purposes as a result of the combination, except with respect to any cash received inlieu of fractional shares of Charter Class A common stock, cash received in lieu of fractional shares of stock of GCIspinco (as defined in the accompanying joint proxy statement/prospectus), and any shares of stock of GCI spincoreceived. See “U.S. Federal Income T