CHARTER COMMUNICATIONS AND COX COMMUNICATIONS ANNOUNCE DEFINITIVE AGREEMENT TO COMBINE COMPANIES

Core Viewpoint - The merger between Charter Communications and Cox Communications aims to create a leading entity in mobile and broadband communications, video entertainment, and customer service, benefiting employees, customers, communities, and shareholders [1][2]. Transaction Details - The proposed transaction values Cox Communications at an enterprise value of approximately $34.5 billion, consisting of $21.9 billion in equity and $12.6 billion in net debt and other obligations [1][2]. - Charter will acquire Cox's commercial fiber and managed IT and cloud businesses, while Cox will contribute its residential cable business to Charter Holdings [3]. - Cox Enterprises will receive $4 billion in cash, $6 billion in convertible preferred units, and approximately 33.6 million common units in Charter's existing partnership, valued at $11.9 billion [4]. Governance Structure - Post-transaction, Chris Winfrey will remain as President & CEO, with Alex Taylor joining as Chairman of the Board [8]. - Cox will have the right to nominate two additional board members to Charter's 13-member board [8]. Community and Employee Impact - Charter plans to invest $50 million to establish a foundation for community leadership and support, alongside a $5 million employee relief fund [11]. - The combined company will adopt Charter's employee-focused model, ensuring starting wages of at least $20 per hour and comprehensive benefits [15]. Strategic Objectives - The merger will enhance product offerings across Cox's 12 million passings and 6 million existing customers under the Spectrum brand, providing improved pricing and service options [12]. - The combined entity aims to create a best-in-class customer service model, integrating Cox's service history with Charter's U.S.-based service commitments [13]. Financial Expectations - Charter anticipates approximately $500 million in annualized cost synergies within three years of closing, primarily from procurement and overhead savings [17]. - The combined company will assume approximately $12 billion in Cox's outstanding debt, resulting in a net leverage of approximately 3.9x [18].