Charter 2015 Annual Report Download - page 43

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28
In order to complete the TWC Transaction and/or the Bright House Transaction, Charter along with TWC and Bright House
must obtain certain governmental authorizations, and if such authorizations are not made or granted or are granted with
conditions to the parties, completion of the TWC Transaction and/or the Bright House Transaction may be jeopardized or the
anticipated benefits of the TWC Transaction and/or the Bright House Transaction could be reduced.
The completion of the TWC Transaction and/or the Bright House Transaction are each conditioned upon, among other things, the
expiration or early termination of the applicable waiting periods under the HSR Act and the required governmental authorizations,
including an order of the FCC with respect to the TWC Transaction and/or the Bright House Transaction, having been obtained
and being in full force and effect. Although Charter and TWC have agreed in the Merger Agreement, and Charter and Bright House
have agreed in the Contribution Agreement, to use reasonable best efforts, subject to certain limitations, to obtain the required
governmental authorizations, there can be no assurance that the relevant waiting periods will expire or that the relevant
authorizations will be obtained. In addition, the governmental authorities with or from which these authorizations are required
generally have broad discretion in administering the governing regulations. As a condition to authorization of the TWC Transaction
and/or the Bright House Transaction, these governmental authorities may impose requirements, limitations or costs or require
divestitures or place restrictions on the conduct of the combined company’s business after completion of the TWC Transaction
and/or the Bright House Transaction. Under the terms of each of the Merger Agreement and Contribution Agreement, subject to
certain exceptions, Charter and its subsidiaries are required to accept certain conditions and take certain actions imposed by
governmental authorities and accept any other remedies to the extent such actions, conditions or other remedies would not constitute
a burdensome condition. There can be no assurance that regulators will not impose conditions, terms, obligations or restrictions
and that such conditions, terms, obligations or restrictions will not have the effect of delaying completion of the TWC Transaction
and/or the Bright House Transaction or imposing additional material costs on or materially limiting the revenues of New Charter
(or, if only the Bright House Transaction is completed, Charter) following the TWC Transaction and/or the Bright House Transaction,
or otherwise adversely affecting the business and results of operations of New Charter or Charter, as applicable, after completion
of the TWC Transaction and/or the Bright House Transaction. In addition, there can be no assurance that these conditions, terms,
obligations or restrictions will not result in the delay or abandonment of the TWC Transaction and/or the Bright House Transaction.
New Charter (or, if only the Bright House Transaction is completed, Charter) may not realize anticipated cost synergies and
growth opportunities.
New Charter (or, if only the Bright House Transaction is completed, Charter) expects to realize cost synergies, growth opportunities
and other financial and operating benefits as a result of the TWC Transaction and/or the Bright House Transaction. The combined
company’s success in realizing these cost synergies, growth opportunities and other financial and operating benefits, and the timing
of this realization, depends on the successful integration of the business operations obtained in the TWC Transaction and the Bright
House Transaction. Even if New Charter or Charter, as applicable, is able to integrate the business operations obtained in the TWC
Transaction and/or the Bright House Transaction successfully, it is not possible to predict with certainty if or when these cost
synergies, growth opportunities and benefits will occur, or the extent to which they actually will be achieved. For example, the
benefits from the TWC Transaction and/or the Bright House Transaction may be offset by costs incurred in integrating the new
business operations or in obtaining or attempting to obtain regulatory approvals for the TWC Transaction and/or the Bright House
Transaction, or increased operating costs that may be experienced as a result of the TWC Transaction and/or the Bright House
Transaction. Realization of any benefits and cost synergies could be affected by the factors described in other risk factors and a
number of factors beyond New Charter’s or Charter’s control, as applicable, including, without limitation, general economic
conditions, increased operating costs, the response of competitors and vendors and regulatory developments.
If New Charter (or, if only the Bright House Transaction is completed, Charter) is not able to successfully integrate Charter’s
business with that of TWC and/or Bright House within the anticipated time frame, or at all, the anticipated cost savings and
other benefits of the TWC Transaction and/or Bright House Transaction may not be realized fully, or at all, or may take longer
to realize than expected. In such circumstances, in the event the TWC Transaction (and, if applicable, the Bright House
Transaction) are completed, New Charter may not perform as expected and the value of the New Charter Class A common
stock (including the merger consideration) may be adversely affected.
Charter, TWC and Bright House have operated and, until completion of the TWC Transaction and/or Bright House Transaction
will continue to operate, independently, and there can be no assurances that their businesses can be integrated successfully. After
consummation of the TWC Transaction and/or the Bright House Transaction the combined company will have significantly more
systems, assets, investments, businesses, customers and employees than each company did prior to the TWC Transaction and/or
the Bright House Transaction. It is possible that the integration process could result in the loss of key Charter, TWC and/or Bright
House employees, the loss of subscribers and customers, the disruption of the companies’ ongoing businesses or in unexpected
integration issues, higher than expected integration costs and an overall post-completion integration process that takes longer than
originally anticipated. The process of integrating TWC, Bright House, or TWC and Bright House, with the businesses Charter
operated prior to the TWC Transaction and/or the Bright House Transaction will require significant capital expenditures and the