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NEW CHARTER IS BETTER FOR CALIFORNIA
Charter is a different type of cable company—committed to offering the most innovative products, fast internet speeds, an Open Internet and superior customer service.
On July 2, 2015, Charter Communications, Inc., Time Warner Cable Inc., and Advance/Newhouse Partnership (the parent company of Bright House Networks LLC) filed an application with the California Public Utilities Commission seeking approval to merge and form New Charter. The combined company will build on what Charter has already accomplished, and compete with industry giants to give a better experience to
approximately 23.9 million customers around the country, including more than 3.6 million customers in California. New Charter will provide fast unlimited broadband with no data caps, no usage-based billing, and no modem fees. The transaction will create thousands of American jobs by bringing Time Warner Cable overseas call centers back to the U.S. and will make broadband more accessible to underserved consumers throughout the state and the country. Finally, New Charter is committed to an Open Internet and will not block or slow down Internet traffic or engage in paid prioritization.
New Charter in California
» Total Number of Customers: Approximately 3.6 Million » Total Number of Employees: Approximately 9,800
California customers will benefit from Charter’s pro-consumer approach and pro-broadband model: New Charter is committed to full digitization of the Time Warner Cable and Bright House Networks’ systems in California. While Charter is almost 100% digital today, TWC and BHN are not all of the way there. We will complete the full digitization of nearly all of those systems in California within 30 months— freeing up spectrum that will allow for faster broadband speeds and superior video services including more High-Definition channels and On-Demand offerings.
New Charter’s commitment to faster speeds at lower prices. Charter’s slowest broadband tier is 60 Mbps, which enhances the ability of several people in the same house to watch streaming high-definition video at the same time. Charter offers that speed at a better value than our competitors, with simple, uniform pricing across its service area and without any data caps, usage-based pricing, modem fees, or early termination fees. We will offer this fast, minimum broadband speed (60 Mbps) to all TWC and BHN customers in California
regardless of location. And,while the New Charter offerings will entail a richer product at a better value, if current customers like their current service and prices, they won’t need to change.
New Charter will add thousands of American jobs. Over the last three years, Charter has expanded US call centers and field operations infrastructure, insourcing these customer care workforces and creating 7,000 American jobs. New Charter will continue to create up to 20,000 U.S.-based jobs by returning TWC call center jobs to the United States and hiring and training new customer care employees for its call centers and field technician operations, including in California.
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New Charter will invest significantly in both in-home and out-of-home WiFi. New Charter will increase competition in the mobile data market by deploying over 300,000 out-of-home WiFi access points across its footprint, including in California. These additional access points will increase mobile data competition, enabling consumers in many areas to reduce their mobile data plans with their wireless carriers.
New Charter customers will be offered Charter’s new cloud-based user guide. The new guide will offer intuitive search and discovery and will work on old and new set-top boxes, so consumers will get the benefits of the new guide without needing a technician to visit or to pay more for a new box.
New Charter customers will be offered Charter’s innovative set-top box. Charter's Worldbox CPE system represents an advance in set-top box development that will continue to enhance the customer experience with greater capabilities, such as additional simultaneous recordings and increased storage capacity for DVR users. New Charter will expand the reach of its broadband network to currently unserved homes and
businesses within its footprint.
» We will build out one million line extensions of our networks into residential areas within our footprint beyond where we currently operate, including in California. These new facilities will help provide high-speed service to rural and other underserved areas.
» We will invest at least $2.5 billion in the build-out of networks to businesses located within our footprint beyond where we currently operate, including in California. This will create additional, much-needed competition in the commercial sector.
New Charter’s commitment to an open Internet. New Charter will not block or slow down Internet traffic or engage in paid prioritization—the same commitment already followed by Charter today.
» New Charter will not impose data caps or employ usage-based billing.
» New Charter will continue to invest in interconnection to avoid congestion and submit interconnection disputes to the FCC for resolution on a case-by-case basis.
New Charter will introduce a new low-cost broadband service that will deliver the highest speeds of any comparable offering and be the first to offer fast broadband to income seniors in addition to low-income families, providing substantial benefits to these underserved populations and setting a new standard for low-cost broadband.
» The service will deliver 30/4 Mbps speeds for $14.99 per month, making it the only low-cost internet service for low-income populations that meets – and even exceeds – the FCC's definition of high-speed broadband. The fastest speed currently offered by comparable programs today is only 10 Mbps. New Charter will continue the diversity and inclusion practices developed by the three companies and will build upon existing diversity efforts in the specific areas of corporate governance, employment and workforce recruitment, procurement, programming, and philanthropy and community investment. Charter Communications and leaders of leading national civic organizations serving communities of color announced a memorandum of understanding (MOU) that will take effect upon the closing of Charter's pending merger with Time Warner Cable and acquisition of Bright House Networks.
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» The MOU identifies specific diversity initiatives and establishes a plan of action to guide the
collaborative efforts of New Charter and a wide array of diverse civic and leadership organizations. » As part of the MOU, Charter has committed to a number of concrete actions, including appointing one
African American, one Asian American/Pacific Islander and one Latino American to its newly formed board of directors within two years of the close of the transaction.
» New Charter will also appoint a Chief Diversity Officer who will lead the company's diversity and inclusion efforts.
» The MOU also includes a number of specific steps New Charter will take to increase diversity among its workforce, improve diversity in the procurement of goods and services, expand programming targeting diverse audiences, and enhance its involvement and investment in organizations serving communities of color.
New Charter will continue Charter’s commitment to rebuilding homes through Charter’s signature community service program, “Charter Our Community.” Charter Our Community is currently partnered with nonprofits across the United States to rehabilitate and rebuild 25,000 unsafe and unhealthy homes by 2020 in California and across its footprint.
STATEMENTS OF SUPPORT
Reed Hastings, Chief Executive Officer of Netflix: “The key thing about the Charter deal is it’s all Internet companies that benefit — us, Hulu, Amazon, HBO Now — so that we can all compete for consumers’ affection. And that is the openness to everybody that’s the key thing.”
Majority Leader Assemblyman Chris Holden: “New Charter—by expanding eligibility—will provide competitive pricing for broadband services to low-income households in California. In order to continue to provide consumers with high-quality broadband services, New Charter has made commitments to not block or slow down internet traffic. As a matter of fact, New Charter will not engage in paid prioritization and will ensure there are no data caps.”
Los Angeles Area Chamber of Commerce President & CEO Gary Toebben: “If this merger were to go through, the increased open free market competition would be beneficial to everyone involved, because New Charter will expand into sectors that it does not currently service. They will do this by investing $2.5 billion
into commercial areas, giving our members newer and faster choices for broadband Internet.”
Mexican American Opportunity Foundation President & CEO Martin Castro: “We're excited about the emphasis New Charter will put on minority-focused programing. The company will offer an array of diverse programming options, including channels like El Rey, Fusion, Fuse, NBC Universe, BET, Bounce TV, Centric, Mnet, CCTV 9, and Korean Television Network. It's nice to see a company in corporate America put such a strong emphasis on multi-cultural programming, which is too often not a priority for cable companies.”
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CA State Conference of NAACP President Alice Huffman: “New Charter is strongly committed to hiring a workforce that reflects the diversity of the customers it serves and Charter Communications has already returned thousands of jobs to America from overseas call centers. Also, New Charter is committed to supplier diversity and will increase outreach to minority-owned businesses to provide high-quality materials and diverse programming.”
CA Black Chamber of Commerce President & CEO Aubry Stone: “Supplier diversity is especially key to us, as Charter Communications has pledged to ensure that its customers retain access to diverse programming. It currently offers programming to many minority-focused television networks, including several African American focused or owned networks, such as BET, Bounce TV, TV ONE and Centric. These channels are an important voice and outlet to our community and it is essential that they have as wide an access to their target audiences as possible.”
Senate Minority Leader Jean Fuller: “New Charter would lead to faster internet speeds for many Californians. Charter's minimum broadband speed of 60 Mbps is faster than the comparable offerings of Time Warner and Bright House, and New Charter will extend this minimum speed to Time Warner's and Bright House's existing customers - at a lower price than they currently pay.”
California Board of Equalization Chairman Jerome Horton: “I am encouraged by the commitment that New Charter has made to bring customer service centers back from overseas. The combined job force of 10,000 employees that the three companies have is impressive and valuable to our economy. I look forward to the potential New Charter has to enhance that number in the State of California.”
San Diego Regional Chamber of Commerce President & CEO Jerry Sanders:“This merger will bring much needed investment into San Diego and will be a boon to our many industries that depend on fast and reliable broadband Internet. A benefit to both businesses and residents alike, it will bring back jobs to the state and would undoubtedly spurn further investment.”
Asian Business Association Chairman Robert Ito: “Time Warner Cable has long been recognized for the importance they place on diversity, and diversity is strongly rooted in our community. New Charter will continue to recognize the importance of promoting diversity and inclusion and will expand TWC's commitment to diversity and inclusion in governance, employment practices, procurement and community partnerships. “One of the major goals of the ABASD is to enable members to participate fully in San Diego's economic development, without regard to race, color, creed or national origin. New Charter would help our members do just that, and we encourage the FCC to support it.”
California Contract Cities Association President Gustavo Camacho: “As our communities and constituents needs are vital to our organization, we support the efforts of the proposed New Charter merger and its commitment to keep the communities informed via their public affairs show Charter Local (California Edition) as well as their investment into bringing more jobs to California and their commitment to bring better pricing to low income households.”
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Los Angeles Opportunities Industrialization Center CEO Chris Floyd: “Our Computers for Families Program works hard to get computers into low-income homes, but they are useless without affordable, reliable broadband. The low-income program would bring online many people who for too long have been kept away from this vital tool.” LA Community College District President Scott Svonkin: “Given the demographics of our
district, we have been working mightily to close the digital divide in our communities. We have come to understand how critical reliable broadband service is for our children, our teens and young adults, our adults and senior citizens. Every family needs broadband access – for students at all levels of education to complete their homework, for adults to compete in an increasingly
competitive job market. I believe that New Charter, which brings together Charter Communications, Time Warner Cable and Bright House Networks, will deliver this vital broadband access.”
San Bernardino Police Officers Association President Steve Turner: “I am convinced that in order for our most vulnerable residents to climb out of poverty, they need access to modem technology, which in 2015 means they need access to broadband. I was glad to learn that New Charter plans to offer a low-income broadband program, providing qualified customers fast broadband speeds at a reduced rate.”
Former Minority Leader Kristin Olsen: “I proudly serve in the California State Assembly and believe it is essential that our government supports private measures aimed at improving the lives of our constituents. For that reason, I support New Charter because it would promote job growth and offer its products to underserved communities by expanding access to a low-income broadband program.”
Riverside County Sheriff Stan Sniff: “This merger increases the ability of people in Riverside County to have affordable access to expeditious methods of sending and receiving information. Communication flow is an essential component for Law Enforcement response, investigation and Community Outreach.”
Hispanas Organized for Political Equality (HOPE) Executive Director Helen Torres: “New Charter has committed to review programs that will ensure the upward mobility of minorities and Latina employees. New Charter will also adopt Time Warner Cable’s Employee Network Program and its cross-cultural mentoring program, which provides employees significant opportunities to build skills, knowledge and achieve professional goals.”
Jewish Life Television CEO Phil Blazer: “As a niche, independent and unaffiliated cable network, we have deeply appreciated the support we have received for our Jewish-themed television programming from Time Warner Cable and Bright House Networks. We understand the new Charter has agreed to place a strong emphasis on multi-cultural, multi-ethnic programming. As the nation's premiere Jewish-themed television network, we are so pleased to hear that new Charter plans to offer and expand upon its wide array of diverse channel offerings which reflect the multitude of cultures flourishing in our nation.”
Children’s Resource Network of the Central Coast CEO Lisa Ray: “It is imperative that we as community leaders and advocates support the expansion of quality community partners such as Charter Communications.”
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Important Information for Investors and Shareholders
This Current Report 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 proposed transaction between Time Warner Cable Inc. (“Time Warner Cable” or “TWC”) and Charter Communications, Inc. (“Charter”), Charter’s subsidiary, CCH I, LLC (“New Charter”), filed with the Securities and Exchange
Commission (the “SEC”) a registration statement on Form S-4 that includes a joint proxy statement of Charter and Time Warner Cable that also constitutes a prospectus of New Charter (the “Joint Proxy Statement/Prospectus”). The registration statement was declared effective by the SEC on August 20, 2015, and Charter and Time Warner Cable commenced mailing the definitive Joint Proxy
Statement/Prospectus to their respective stockholders on or about August 20, 2015. This Current Report 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 or send to Charter’s and/or Time Warner Cable’s stockholders in connection with the proposed transactions. On September 21, 2015, Charter's and Time Warner Cable's respective stockholders each approved the merger agreement at their respective special meetings. INVESTORS AND SECURITY HOLDERS OF CHARTER AND TIME WARNER CABLE ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders are able to obtain free copies of the registration statement and the definitive Joint Proxy Statement/Prospectus and other documents filed with the SEC by Charter, New 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 or New Charter are or will be available free of charge on Charter’s website at http://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 are or 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 the definitive Joint Proxy Statement/Prospectus and 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 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 the definitive Joint Proxy Statement/Prospectus and 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, its proxy statement for its 2015 annual meeting of stockholders, which was filed with the SEC on May 18, 2015 and its Current Reports on Form 8-K, which were filed with the SEC on June 1, 2015 and August 6, 2015. These documents can be obtained free of charge from the sources indicated above.
