Liberty Media Corporation ("Liberty") (Nasdaq: LMCA, LMCB) today announced that it has entered into a Voting Agreement with Comcast Corporation ("Comcast") (Nasdaq: CMCSA, CMCSK) to facilitate the consummation of a series of divestiture transactions between Comcast and Charter Communications, Inc. ("Charter") (Nasdaq: CHTR) previously announced by Comcast and Charter.
Following completion of Comcast’s previously announced merger with Time Warner Cable, Inc. ("TWC") (NYSE:TWC), Comcast will contribute certain cable systems to a separate subsidiary that will be spun off to the combined Comcast-TWC stockholders. Thereafter, Charter will create a new public parent company and will merge a wholly owned subsidiary of New Charter with the spun off entity, with New Charter acquiring an approximate 34% equity stake in the spun off entity in exchange for shares of New Charter common stock, with such shares of New Charter stock to be distributed to the stockholders of the spun off entity (which holders are the former Comcast-TWC stockholders). The Comcast-Charter agreements also provide for a taxable sale of certain of Comcast’s post-merger systems to New Charter and a separate systems swap with New Charter. The spin-off and related transactions are expected to result in the divestiture by Comcast of approximately 3.9 million video customers, making Charter the second largest cable operator in the United States. Liberty holds approximately 26% of Charter’s outstanding common stock. Under the Voting Agreement, Liberty has agreed, among other things, to vote its shares in Charter in favor of any matters for which the approval of Charter’s stockholders is reasonably necessary to consummate the Comcast-Charter transaction.
Baker Botts represented Liberty Media Corporation in this transaction.