Charter said on May 16, 2025 it entered into a Transaction Agreement with Cox Enterprises. It said it will pay $3.5 billion in cash for the Equity Sale and $500 million in cash for the Contribution.

1. 01

   Charter said on May 16, 2025 it entered into a Transaction Agreement with Cox Enterprises. It said it will pay $3.5 billion in cash for the Equity Sale and $500 million in cash for the Contribution.

2. 02

   Charter Holdings will issue to Cox Parent preferred units with an aggregate liquidation preference of $6.0 billion that pay a 6.875% coupon, along with about 33.6 million common units, the company said. It said Cox Parent will hold about 23% of the combined entity on an as-exchanged, as-converted basis.

3. 03

   The company said the combined entity will assume about $12 billion of Cox's outstanding debt. It also said Charter will owe Cox Parent a termination fee of $875 million if Cox Parent terminates the agreement after a change in the Charter Board's recommendation but before the Charter Requisite Approvals are received.

4. 04

   The company said Liberty committed to vote shares representing about 28% of total voting power, and A/N about 12%, in favor of the Certificate Amendment and the Equity Issuance. It also said the number of Charter directors will remain at thirteen after closing, and Cox Parent will be entitled to nominate 3 directors.

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Original filing

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