Charter Communications

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Notice of Pendency of Derivative Action, Proposed Settlement of Derivative Action, Settlement Hearing, and Right to Appear

This action arose from Charter’s acquisitions of Time Warner Cable, Inc. (“TWC”), and of Bright House Networks, LLC (“Bright House”) from Advance/Newhouse Partnership (“A/N”). Plaintiffs challenge the fairness of the process and price of certain related transactions that were inextricably linked to the acquisitions, including: (i) Charter’s issuance of $700 million in Charter shares to its largest stockholder, Liberty Broadband Corporation (“Liberty”), at a price of $173 per share in connection with the Bright House acquisition; (ii) a separate issuance by Charter of $4.3 billion worth of shares to Liberty at $176.95 per share in connection with the TWC acquisition; and (iii) the transfer of a 6% voting proxy in Charter from A/N to Liberty.

In two separate opinions, dated May 31, 2017 and July 26, 2018, the Court addressed and, ultimately, denied, in significant part, Defendants’ motions to dismiss. In April 2022, the Court denied Defendants' motions for summary judgment. The case was set for trial in February 2023.

Shortly before trial, the parties agreed to an $87.5 million cash settlement, which was subsequently approved by the Court.

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