ITEM 7.01. REGULATION FD DISCLOSURE.
On June 18, 2021, Charter Communications Holdings, LLC ("Charter Holdings"), a
subsidiary of Charter Communications, Inc. ("Charter"), pursuant to the
provisions of the Amended and Restated Limited Liability Company Agreement of
Charter Holdings, dated as of May 18, 2016, by and among Charter, CCH II, LLC,
Advance/Newhouse Partnership ("A/N"), and Charter Holdings (the "LLC
Agreement"), caused the conversion of all 25,000,000 Convertible Preferred Units
of Charter Holdings owned by A/N (the "Preferred Units") into Class B Common
Units of Charter Holdings ("Common Units"). The Preferred Units had an aggregate
face amount of $2,500,000,000 that paid a 6% annual preferred dividend. Each
Preferred Unit was converted into 0.37334 Common Units, representing a
conversion price of $267.85 per unit, based on a conversion feature in the LLC
Agreement, resulting in the issuance of a total of 9,333,500 Common Units to
A/N, which were issued in uncertificated book-entry form. In connection with the
conversion, Charter Holdings paid $32,500,000 to A/N as payment of all accrued
and unpaid dividends on the Preferred Units that were converted.
The information contained in this Item 7.01 of this Current Report on Form 8-K
shall not be deemed "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that Section. Further, such information shall not be deemed incorporated by
reference into any reports or filings with the Securities and Exchange
Commission, whether made before or after the date hereof, except as expressly
set forth by specific reference in such report or filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit Description
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL
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