Charter Communications agrees to acquire Cox for $21.9B, will maintain Stamford HQ
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Charter Communcations' Stamford headquarters at 400 Washington Blvd.
Charter Communications has agreed to acquire Cox Communications for $21.9 billion, while keeping its headquarters in Stamford
Charter, which has its headquarters at 400 Washington Blvd., plans to buy Atlanta-based Cox Communications in a deal that will give Cox $4 billion in cash, $6 billion in preferred stock and $11.9 billion in shares from Charter shares.
The transaction, which will create the largest cable carrier in the U.S. ahead of Comcast, values Cox at $34.5 billion, including $21.9 billion in debt and $12.6 billion in debt and other obligations, Charter said.
"We're honored that the Cox family has entrusted us with its impressive legacy and are excited by the opportunity to benefit from the terrific operating history and community leadership of Cox," said Chris Winfrey, president and CEO of Charter.
"Cox and Charter have been innovators in connectivity and entertainment services – with decades of work and hundreds of billions of dollars invested to build, upgrade, and expand our complementary regional networks to provide high-quality internet, video, voice and mobile services. This combination will augment our ability to innovate and provide high-quality, competitively priced products, delivered with outstanding customer service, to millions of homes and businesses. We will continue to deliver high-value products that save American families money, and we'll onshore jobs from overseas to create new, good-paying careers for U.S. employees that come with great benefits, career training and advancement, and retirement and ownership opportunities."
Cox Enterprises, Cox Communications' parent company, will own approximately 23% of the combined entity's fully diluted shares outstanding, on an as-converted, as-exchanged basis, and pro forma for the closing of the Liberty Broadband merger.
"Our family has always believed that investing for the long-term and staying committed to the best interests of our customers, employees and communities is the best recipe for success," said Alex Taylor, Chairman and CEO of Cox Enterprises. "In Charter, we've found the right partner at the right time and in the right position to take this commitment to a higher level than ever before, delivering an incredible outcome for our customers, employees, suppliers and the local communities we serve."
Within a year after the closing, the combined company will change its name to Cox Communications. Spectrum will become the consumer-facing brand within the communities Cox serves.
"Charter's board and I are excited about this transaction and very supportive of Alex stepping into the board Chairman role," said Eric Zinterhofer, chairman of Charter's board of directors. "The combination of Cox Communications with Charter is an excellent outcome for our collective shareholders, customers, employees and the industry."
The combined company will maintain a significant presence on Cox's Atlanta, Georgia, campus following the closing.
Following the closing of the deal, Winfrey will continue in his current role as president, CEO and board member. Taylor will join the board as chairman, and Zinterhofer will become the lead independent director on Charter's board. Cox will have the right to nominate an additional two board members to Charter's 13-member board.
It is expected that Charter's combination with Cox will be completed contemporaneously with the previously announced Liberty Broadband merger. As a result, Liberty Broadband will cease to be a direct shareholder in Charter and will no longer designate directors for election to the Charter Board.
As a result, the three current Liberty Broadband nominees on Charter's board will resign at closing. Liberty Broadband shareholders will receive direct interests in Charter as a result of the Liberty Broadband merger.
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