Charter 2015 Annual Report Download - page 46

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in the completion of the TWC Transaction and/or the Bright House Transaction could diminish the anticipated benefits of the TWC
Transaction and/or the Bright House Transaction or result in additional transaction costs, including interest expense for debt
incurred in anticipation of the TWC Transaction and/or the Bright House Transaction, loss of revenue or other effects associated
with uncertainty about the TWC Transaction and/or the Bright House Transaction. Any uncertainty over the ability of the companies
to complete the TWC Transaction and/or the Bright House Transaction could make it more difficult for Charter, TWC and Bright
House to retain key employees or to pursue business strategies.
Prior to the TWC Transaction and/or the Bright House Transaction, Charter, TWC and/or Bright House, as applicable, and
after the TWC Transaction and/or the Bright House Transaction, the combined company, will incur significant transaction-
related costs in connection with the TWC Transaction and/or the Bright House Transaction.
Prior to the TWC Transaction and/or the Bright House Transaction, Charter, TWC and/or Bright House, as applicable, and after
the TWC Transaction and/or the Bright House Transaction, the combined company, expect to incur a number of non-recurring
costs associated with the TWC Transaction and/or the Bright House Transaction before, at, and after closing the TWC Transaction
and/or the Bright House Transaction. If the merger agreement is terminated under certain circumstances, Charter will be required
to pay to TWC certain termination fees. Charter and/or New Charter also will incur transaction fees and costs related to financing
(including interest and fees with any pre-funding of the consideration to be paid in the TWC Transaction and/or the Bright House
Transaction) and formulating and implementing integration plans, including facilities and systems implementation costs and
employment-related costs. Some of these costs have already been incurred or may be incurred regardless of whether the TWC
Transaction and/or the Bright House Transaction is completed, including a portion of the fees and expenses of financial advisors
and other advisors and representatives and filing fees for the proxy statement. While many of the expenses that will be incurred,
by their nature, are difficult to estimate accurately at the present time, management of Charter continues to assess the magnitude
of these costs, and additional unanticipated costs may be incurred in connection with the TWC Transaction and integration. There
are a number of factors beyond the control of the parties that could affect the total amount or the timing of all of the expected
integration expenses. Although the elimination of duplicative costs, as well as the realization of other efficiencies related to the
integration of the businesses, should offset integration-related costs over time, this net benefit may not be achieved in the near
term, or at all. These integration expenses may result in Charter and/or New Charter taking significant charges against earnings
following the completion of the TWC Transaction and/or the Bright House Transaction. In addition, if the TWC Transaction and/
or the Bright House Transaction is not consummated, Charter will bear some or all of these costs without the benefit of efficiencies
from the integration of the businesses. Such costs could have a material adverse impact on Charter and/or New Charter’s financial
results.
Sales of New Charter Class A common stock after the TWC Transaction (and, if completed, the Bright House Transaction)
may negatively affect the market price of New Charter Class A common stock.
The shares of New Charter Class A common stock to be issued in the TWC Transaction to holders of TWC common stock will
generally be eligible for immediate resale. The market price of New Charter Class A common stock could decline as a result of
sales of a large number of shares of New Charter Class A common stock in the market after the consummation of the TWC
Transaction (and, if completed, the Bright House Transaction) or even the perception that these sales could occur.
Charter’s, TWC’s and Bright House’s business relationships may be subject to disruption due to uncertainty associated with
the TWC Transaction and/or the Bright House Transaction.
Parties with which Charter, TWC or Bright House do business may experience uncertainty associated with the TWC Transaction
and/or the Bright House Transaction, including with respect to current or future business relationships with Charter, TWC, Bright
House or the combined business. Charter’s, TWC’s and Bright House’s business relationships may be subject to disruption as
customers, distributors, suppliers, vendors and others may attempt to negotiate changes in existing business relationships or consider
entering into business relationships with parties excluding Charter, TWC, Bright House or the combined business. These disruptions,
which may exist for an extended period of time if completion of the TWC Transaction (and, if completed, the Bright House
Transaction) is delayed, could have an adverse effect on the businesses, financial condition, results of operations or prospects of
the combined business, including an adverse effect on New Charter’s ability to realize the anticipated benefits of the TWC
Transaction (and, if completed, the Bright House Transaction). The risk, and adverse effect, of such disruptions could be exacerbated
by a delay in completion of the TWC Transaction and/or the Bright House Transaction or termination of the merger agreement
and/or the Bright House contribution agreement.