Charter Communications, Inc. (NasdaqGS:CHTR) entered into a definitive agreement to acquire Time Warner Cable Inc. (NYSE:TWC) from Liberty Broadband Corporation (NasdaqGS:LBRD.K), Liberty Interactive Corporation (NasdaqGS:QVCA), The Children's Investment Fund Management (UK) LLP and others for $55.1 billion on May 23, 2015. Under the terms, Charter will pay $100 per share in cash and shares equivalent to 0.5409 shares of Charter Communications for each Time Warner Cable share outstanding other than those held by Liberty Parties and those held in treasury. In addition, Charter will provide an election option for each Time Warner Cable stockholder, other than Liberty Broadband Corporation and Liberty Interactive Corporation, who will receive all stock, to receive $115 per share in cash and shares equivalent to 0.4562 shares of Charter Communications for each Time Warner Cable share they own. Time Warner's equity awards held by individuals who are employed by Time Warner as of the consummation of the mergers will convert into New Charter equity awards based on an exchange ratio determined based on the value a stockholder of Time Warner, other than an electing stockholder, while equity awards held by non-employee directors and former employees will be settled for cash. Financing Sources have committed to provide the amount of debt financing. Under the terms, each party has the right to terminate the agreement if the transaction does not complete by May 23, 2016, subject to each party's right to extend this end date until November 23, 2016 if all closing conditions (other than receipt of antitrust and other specified regulatory approvals) have been satisfied by May 23, 2016. Charter Communications has agreed to pay Time Warner Cable a $2 billion termination fee, in certain circumstances, if the parties fail to obtain required Department of Justice or FCC approvals, or a $1 billion termination fee, in certain circumstances, if the parties fail to obtain certain other required regulatory approvals. In addition, Time Warner Cable agreed to pay Charter a $2 billion termination fee, and Charter has agreed to pay Time Warner Cable a $1 billion termination fee, in certain circumstances relating to a third-party alternative transaction or a change in the other party's board recommendation.

In connection with the agreement, Time Warner also entered into a voting agreement with Liberty Broadband Corporation pursuant to which Stockholder agreed to vote all of its shares of Charter in favor of the approval of the merger agreement. The transaction is subject to approval by the shareholders of Charter Communications and Time Warner Cable, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, receipt of applicable regulatory approvals from the Federal Communications Commission and certain other regulatory approvals, the absence of certain legal restraints and prohibitions, the effectiveness of the Charter registration statement on Form S-4 to be filed with the Securities and Exchange Commission and the approval of the listing on the NASDAQ of the consideration shares to be issued. The transaction was unanimously approved by the Board of Time Warner Cable Inc. The transaction was also approved the Board of Charter Communications. The transaction is expected to close by the end of 2015. As of July 10, 2015, Charter launches $15.5 billion bond deal to finance acquisitions of Time Warner Cable Inc. and Bright House Networks. As of July 15, 2015, DCCA Cable Television Division received an application to approve the indirect transfer of Oceanic Time Warner Cable LLC's six statewide cable television franchises to Charter Communications Inc. Under federal law, the DCCA Cable Television Division has 120 days from the filing of the application to issue a decision. If not action is taken, the application will be considered approved, unless an agreement is reached to extend the deadline. As of July 9, 2015, Charter Communications may issue multibillion-dollar bond for its acquisition of Time Warner Cable. The high-grade merger & acquisition bond would be part of a $31 billion funding plan for the transaction. On July 23, 2015, Charter closed on $15.5 billion senior secured notes and proceeds will be used to partially finance the transaction. The Federal Communications Commission approved the transaction on September 3, 2015. As on September 21, 2015, the transaction has been approved by the shareholders of both Time Warner Cable Inc. and Charter Communications, Inc. As on September 23, 2015 it was announced that the deal will also be financed from the issuance of Series C common stock by Liberty Broadband Corporation. As on January 8, 2016, the transaction has been approved by New York's Public Service Commission. As of July 27, 2018, New York's Public Service Commission revoked its 2016 regulatory approval.

Credit Suisse (USA), Inc., Guggenheim Securities, LLC, LionTree Advisors, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Tim Ingrassia, Peter Gross and Michael Smith and LionTree Advisors LLC's Aryeh Bourkoff and Ehren Stenzler of Goldman, Sachs & Co. acted as financial advisors for Charter Communications. Steven A. Cohen, DongJu Song, Jodi Schwartz and Michael Segal of Wachtell, Lipton, Rosen & Katz acted as legal advisors for Charter Communications. Nancy Peretsman and Ketan Mehta of Allen & Company Incorporated, Blair Effron of Centerview Partners LLC, Peter Tague of Citigroup Global Markets Inc. and Rob Kindler of Morgan Stanley & Co. LLC acted as financial advisors for Time Warner Cable. Robert B. Schumer, Ariel J. Deckelbaum and Ross A. Fieldston of Paul, Weiss, Rifkind, Wharton & Garrison LLP, Matthew Brill, James Barker, Jarrett Taubman, Amanda Potter, Alexander Stout, Michael Egge, Elizabeth Park, Matthew Murchison, Shimmy Edwards, Chris Randall, Amanda Reeves, Kory Wilmot, Jessica Bratten, Kellyn Goler and Paula Camara of Latham & Watkins LLP and Stephen Arcano and Ann Beth Stebbins of Skadden, Arps, Slate, Meagher & Flom, L.L.P. acted as legal advisors for Time Warner Cable. Jason Kanner, Christian Nagler, Nicholas Schwartz, Jessica Woolf, Ashley Rose and Ming Lim of Kirkland & Ellis LLP acted as financing counsel to Charter. Goldman Sachs served as exclusive financial advisor are leading the financing for the transaction. UBS Investment Bank acted as financial adviser and Sabin, Bermant & Gould LLP and Brian Hamilton, Wiliam Snipes and Ronald Creamer of Sullivan & Cromwell LLP acted as legal advisers to Advance/Newhouse Partnership and Bright House Networks. Frederick McGrath, Renee Wilm and Jonathan Gordon of Baker Botts L.L.P. acted as legal advisors to Liberty Broadband Corporation. Philip Richter, Mark Lucas and Arthur Fleischer Jr. of Fried Frank acted as legal advisor for Goldman Sachs. Buzz McGrath, Renee Wilm, Bob Murray, Kate Jewel, Tamar Stanley, Scott Langley of Baker Botts L.L.P. acted as legal advisors to Liberty Broadband. Rick Dykhouse and Tom Proost acted as legal advisors to Charter Communications. Marc Lawrence-Apfelbaum, David Christman and Nicholas Smolansky acted as legal advisors to Time Warner Cable.

Charter Communications, Inc. (NasdaqGS:CHTR) completed the acquisition of Time Warner Cable Inc. (NYSE:TWC) from Liberty Broadband Corporation (NasdaqGS:LBRD.K), Liberty Interactive Corporation (NasdaqGS:QVCA), The Children's Investment Fund Management (UK) LLP and others on May 18, 2016. Out of the approximately 285 million shares of Time Warner Cable Inc. common stock outstanding as of the election deadline, approximately 173 million shares made a valid election, of which approximately 170 million shares elected to receive the cash consideration and approximately 3 million shares elected to receive the $115 of cash and Charter shares equivalent to 0.4562 shares for each share held.