UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 
FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of Earliest Event Reported):  May 26, 2015

TIME WARNER CABLE INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware
  
001-33335
  
84-1496755
(State or other jurisdiction
of incorporation)
 
  
(Commission
File Number)
  
(IRS Employer
Identification No.)
 
60 Columbus Circle,
New York, New York
 
    10023
(Address of principal executive offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code: (212) 364-8200
 
Not Applicable
 (Former name or former address, if changed since last report)
 
     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 
☒
  
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
 
o
  
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
 
o
  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
 
o
  
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Item 8.01                       Other Events
On May 26, 2015, Time Warner Cable Inc., a Delaware corporation (“Time Warner Cable”), and Charter Communications, Inc., a Delaware corporation (“Charter”), announced that they have entered into a definitive merger agreement, dated May 23, 2015 (the “Merger Agreement”), providing for Charter to merge with Time Warner Cable.  A copy of the press release and investor presentation are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

Under the terms of the Merger Agreement, the merger consideration will consist of $100.00 in cash and shares of a new public parent company (“New Charter”) equivalent to 0.5409 shares of Charter common stock for each outstanding share of common stock of Time Warner Cable.  Alternatively, Charter will provide an election option for each Time Warner Cable stockholder (other than Liberty Broadband Corporation or Liberty Interactive Corporation, who will receive all stock) to receive $115.00 in cash and shares of New Charter equivalent to 0.4562 shares of Charter common stock for each outstanding share of common stock of Time Warner Cable. 

In addition, pursuant to the terms of the Merger Agreement, Time Warner Cable is permitted to, and currently expects to, pay regular quarterly cash dividends on the shares of Time Warner Cable stock of $0.75 per share per quarter, subject to approval of the Time Warner Cable Board of Directors.  Additional details regarding the terms of the Merger Agreement will be filed with the Securities and Exchange Commission at a later date.
 
Important Information For Investors And Shareholders
 
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the transactions referred to in this material, Charter expects to file a registration statement on Form S-4 with the Securities and Exchange Commission (“SEC”) containing a preliminary joint proxy statement of Charter and Time Warner Cable that also constitutes a preliminary prospectus of Charter. After the registration statement is declared effective Charter and Time Warner Cable will mail a definitive proxy statement/prospectus to stockholders of Charter and stockholders of Time Warner Cable. This material is not a substitute for the joint proxy statement/prospectus or registration statement or for any other document that Charter or Time Warner Cable may file with the SEC and send to Charter’s and/or Time Warner Cable’s stockholders in connection with the proposed transactions. INVESTORS AND SECURITY HOLDERS OF CHARTER AND TIME WARNER CABLE ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the proxy statement/prospectus (when available) and other documents filed with the SEC by Charter or Time Warner Cable through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Charter will be available free of charge on Charter’s website at charter.com, in the “Investor and News Center” near the bottom of the page, or by contacting Charter’s Investor Relations Department at 203-905-7955. Copies of the documents filed with the SEC by Time Warner Cable will be available free of charge on Time Warner Cable’s website at http://ir.timewarnercable.com or by contacting Time Warner Cable’s Investor Relations Department at 877-446-3689.
Charter and Time Warner Cable and their respective directors and certain of their respective executive officers may be considered participants in the solicitation of proxies with respect to the proposed transactions under the rules of the SEC. Information about the directors and executive officers of Charter is set forth in its Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on February 24, 2015, and its proxy statement for
 
2
its 2015 annual meeting of stockholders, which was filed with the SEC on March 18, 2015. Information about the directors and executive officers of Time Warner Cable is set forth in its Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on February 13, 2015, as amended April 27, 2015, and its proxy statement for its 2015 annual meeting of stockholders, which was filed with the SEC on May 18, 2015. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in any proxy statement and other relevant materials to be filed with the SEC when they become available.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this communication regarding the proposed transaction between Charter and Time Warner Cable and the proposed transaction between Bright House and Charter, including any statements regarding the expected timetable for completing the transaction, benefits and synergies of the transaction, future opportunities for the respective companies and products, and any other statements regarding Charter’s, Time Warner Cable’s and Bright House’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are “forward-looking” statements made within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  These statements are often, but not always, made through the use of words or phrases such as “believe,” “expect,” “anticipate,” “should,” “planned,” “will,” “may,” “intend,” “estimated,” “aim,” “on track,” “target,” “opportunity,” “tentative,” “positioning,” “designed,” “create,” “predict,” “project,” “seek,” “would,” “could,” “potential,” “continue,” “ongoing,” “upside,” “increases,” and “potential” and similar expressions. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the timing to consummate the proposed transactions; the risk that a condition to closing the proposed transactions may not be satisfied; the risk that a regulatory approval that may be required for the proposed transactions is not obtained or is obtained subject to conditions that are not anticipated; Charter’s ability to achieve the synergies and value creation contemplated by the proposed transactions; Charter’s ability to promptly, efficiently and effectively integrate acquired operations into its own operations; and the diversion of management time on transaction-related issues. Additional information concerning these and other factors can be found in Charter’s and Time Warner Cable’s respective filings with the SEC, including Charter’s and Time Warner Cable’s most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.  Charter and Time Warner Cable assume no obligation to update any forward-looking statements.  Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

3
Item 9.01                          Financial Statements and Exhibits

(d)                Exhibits

Exhibit No.
Exhibit
99.1
Joint Press Release, dated May 26, 2015, announcing entry by Time Warner Cable Inc. into a definitive merger agreement, dated May 23, 2015, with Charter Communications, Inc.
99.2
Investor Presentation dated May 26, 2015.

4

SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
TIME WARNER CABLE INC.
 
  
       
 
By:
/s/ Marc Lawrence-Apfelbaum  
    Name: Marc Lawrence-Apfelbaum  
    Title: Executive Vice President, General Counsel and Secretary  
       



Date: May 26, 2015


5
EXHIBIT INDEX

Exhibit No.
Exhibit
Joint Press Release, dated May 26, 2015, announcing entry by Time Warner Cable Inc. into a definitive merger agreement, dated May 23, 2015, with Charter Communications, Inc.
Investor Presentation dated May 26, 2015.


 
6