Charter 2015 Annual Report Download - page 51

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• obtaining all of the required consents by the FCC to the transfer to Charter of all FCC licenses, authorizations, permits
and consents held by Bright House or its subsidiaries and/or used in the Bright House business (solely with respect to
Charter, New Charter and Charter Holdings, without the imposition of a Bright House contribution burdensome);
• the aggregate number of video customers served by the Bright House systems used in the Bright House business (i)
pursuant to the “grandfathering” provisions of the Communications Act and (ii) pursuant to franchises for which (A) no
consent is required from any government entity for the completion of the Bright House contribution or (B) any such
consent is required and has been received (or deemed received under Section 617 of the Communications Act) (solely
with respect to the obligations of Charter, New Charter and Charter Holdings, without the imposition of a Bright House
contribution burdensome condition) shall not be less than 80% of the video customers served by the Bright House systems
used in the Bright House business at the closing; and if less than 100% of such number of video customers, all applicable
waiting periods (including extensions) shall have expired with respect to the FCC Forms 394 filed in connection with
requests for approvals by local franchising authorities that have not been obtained;
• obtaining authorizations from state communications authorities as required for Charter to provide voice and other regulated
services in the Bright House systems used in the Bright House business following the closing (solely with respect to the
obligations of Charter, New Charter and Charter Holdings, without the imposition of a Bright House contribution
burdensome condition);
• the absence of any statute, rule, regulation, executive order, decree, judgment, injunction or other order (whether temporary,
preliminary or permanent) in effect that makes unlawful, prohibits, delays, enjoins or otherwise prevents or restricts, the
consummation of the Bright House Transaction or any pending action that seeks any of the foregoing;
• the Bright House/Liberty stockholders agreement being valid, binding and enforceable and in full force and effect;
• with respect to the obligations of Charter, New Charter and Charter Holdings, the absence of a material adverse effect
with respect to Bright House;
• with respect to A/N’s obligations, the absence of a material adverse effect with respect to Charter; and
• certain other customary conditions with respect to the accuracy of representations and warranties, performance of
covenants and agreements, receipt of certifications with respect to the satisfaction of certain conditions, and delivery of
certain other specified certificates, instruments of assignment and transaction documents.
As more fully described in the Contribution Agreement, the obligation of Charter, New Charter and Charter Holdings to complete
the Bright House Transaction is also subject to the completion by A/N of a restructuring, pursuant to which Bright House will
transfer to A/N certain excluded assets and A/N shall assume from Bright House certain excluded liabilities.
There can be no assurance that the conditions to closing of the Bright House Transaction will be satisfied or waived or that the
Bright House Transaction will be completed. The consummation of the Bright House Transaction is conditioned on the completion
of the TWC Transaction. However, if the TWC Transaction is not completed, Charter and A/N may still be obligated to complete
the Bright House Transaction under certain circumstances if the tail condition is satisfied. There can be no assurance that the Bright
House Transaction will be completed if the TWC Transaction is not completed.
Risks Related to Regulatory and Legislative Matters
Our business is subject to extensive governmental legislation and regulation, which could adversely affect our business.
Regulation of the cable industry has increased cable operators' operational and administrative expenses and limited their revenues.
Cable operators are subject to various laws and regulations including those covering the following:
• the provisioning and marketing of cable equipment and compatibility with new digital technologies;
• customer and employee privacy and data security;
• limited rate regulation of video service;
• copyright royalties for retransmitting broadcast signals;
• when a cable system must carry a particular broadcast station and when it must first obtain retransmission consent to
carry a broadcast station;
• the provision of channel capacity to unaffiliated commercial leased access programmers;
• limitations on our ability to enter into exclusive agreements with multiple dwelling unit complexes and control our inside
wiring;
• the provision of high-speed Internet service, including net neutrality or open Internet rules;
• the provision of voice communications;
• cable franchise renewals and transfers;
• equal employment opportunity, emergency alert systems, disability access, technical standards, marketing practices,
customer service, and consumer protection; and