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Liberty Media wraps up $2.6 billion investment in Charter

Thu, 05/02/2013 - 12:00pm
Mike Robuck

Charter Communications and Liberty Media said on Wednesday that they had wrapped up Liberty Media’s $2.6 billion investment in the nation’s fourth-largest cable operator.

The investment was first announced in March and now that its completed John Malone’s Liberty Media has a 27.3 percent stake in Charter. The deal, which included investment funds managed by, or affiliated with, Apollo Management, Oaktree Capital Management and Crestview Partners, was for 26.9 million shares and 1.1 million warrants in Charter Communications with a price per share of 95.50.

Liberty funded its purchase with cash on hand of $1.2 billion and borrowed $1.4 billion under newly executed margin loans on 20.3 million Charter common shares, 720 million SiriusXM common shares, 8.1 million Live Nation Entertainment common shares and a portion of Liberty’s available for sale securities.

Liberty and Charter also entered into a previously announced stockholders agreement that gave Liberty the right to designate up to four directors for appointment to the Charter board.

With the closing of the transaction, Liberty has designated, and Charter’s board of directors has appointed, John Malone, chairman of Liberty; Gregory Maffei, president and CEO of Liberty; Balan Nair, EVP and CTO of Liberty Global; and Michael Huseby, CFO of Barnes & Noble to join Charter’s board of directors.

Additionally, Malone will serve on the board’s nominating and corporate governance committee, Maffei will serve on the board’s compensation and benefits committee, and Huseby will serve on the board’s audit committee.

The board appointments were made in tandem with the resignation of Stan Parker, Darren Glatt, Bruce Karsh and Edgar Lee from the board.

When the deal was first announced, Liberty Media said it would not attempt to take control of Charter. Liberty Media agreed to not increase its beneficial ownership in Charter above 35 percent until January 2016 and 39.99 percent thereafter. Liberty also agreed not to engage in proxy solicitations for nominations to Charter’s board of directors through the 2015 shareholder meeting and continue to so refrain as long as its designees are nominated to the Charter board or the agreement is earlier terminated.

Charter, the nation’s fourth-largest cable operator that was co-founded by Microsoft’s Paul Allen in 1993, emerged from bankruptcy in 2009. Last year former Cablevision chief operating officer Tom Rutledge took over as Charter’s CEO and president

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