If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ☐
The information required on the remainder of this cover
page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP
No. 16119P108
|
1
|
NAME
OF REPORTING PERSONS
Advance/Newhouse
Partnership
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
(1), (2)
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
30,038,450
(3)
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
30,038,450
(3)
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,038,450
(3)
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7%
(4)
|
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
|
|
|
|
|
|
|
(1)
|
Each
of the (i) Amended and Restated Stockholders Agreement,
dated as of May 23, 2015, by and among the Issuer,
former Charter Communications, Inc.,
Liberty Broadband Corporation (“Liberty”)
and Advance/Newhouse Partnership (“A/N”) as amended on May
18, 2016 (the “Second Amended and Restated Stockholders
Agreement”) and (ii) Proxy and Right
of First Refusal Agreement, dated as of May
18, 2016, by and among Liberty, A/N and
the Issuer (the “Proxy and Right of First Refusal Agreement”)
contains provisions relating to the ownership
and voting by the Reporting Persons in respect
of their A/N Notional Shares (as defined below).
The Reporting Persons expressly disclaim the existence of and membership
in a group with Liberty. See Item 6 of the Schedule
13D.
|
|
|
(2)
|
Michael
A. Newhouse, who beneficially owns 2,193 shares of Class A Common Stock is a Trustee
of Advance Long-Term Management Trust, Executive Vice President of Newhouse Broadcasting
Corporation, Co-President of Advance Publications Inc. and Vice President of Advance/Newhouse
Partnership. Samuel I. Newhouse, III, who beneficially owns 538 shares of Class A Common
Stock, is a Trustee of Advance Long-Term Management Trust, a Director and Executive Vice
President of Newhouse Broadcasting Corporation, a Director and Co-President of Advance
Publications, Inc. and Secretary and Treasurer of Advance/Newhouse Partnership. The Reporting
Persons expressly disclaim the existence of and membership in a group with Michael A.
Newhouse and Samuel I. Newhouse, III.
|
|
|
(3)
|
Consists
of (i) 3,116,329 shares of Class A Common Stock, par value $0.001 per share (“Class A
Common Stock”) of the Issuer, (ii) 17,588,621 shares of Class A Common
Stock issuable upon conversion of the Class B Common Units (“Class B
Common Units”) of Charter Communications Holdings, LLC (“Charter Holdings”)
and (iii) 9,333,500 shares of Class A Common Stock issuable upon conversion of the
Convertible Preferred Units of Charter Holdings (“Convertible Preferred Units”),
in each case, held by A/N. Upon request by A/N, the 17,588,621 Class B Common Units
owned by A/N will be converted, at the Issuer’s option, into either (x) shares
of Class A Common Stock of the Issuer on a one-for-one basis or (y) cash based
on the volume-weighted average price of the Class A Common Stock for the two consecutive
trading days immediately prior to the date of delivery of an exchange notice by A/N.
Each of the 25,000,000 Convertible Preferred Units with a face amount of $100 each held
by A/N are convertible, in the hands of A/N and its affiliates, into 0.37334 of a Class B
Common Unit and, in the hands of any other person, into 0.37334 of a share of Class A
Common Stock, representing a conversion price of $267.85, subject to customary anti-dilution
adjustments. A/N also owns one share of Class B Common Stock of the Issuer, which
entitles A/N to vote on any matter submitted for a vote of the holders of Class A
Common Stock of the Issuer such number of votes equal to the number of shares of Class A
Common Stock into which the Class B Common Units and Convertible Preferred Units
held by A/N and its affiliates are convertible or exchangeable, as applicable, in each
case, assuming only shares of Class A Common Stock of the Issuer are delivered upon
conversion or exchange (the “A/N Notional Shares”). Does not include
the 2,193 shares of Class A Common Stock beneficially owned by Michael A. Newhouse
or the 538 shares of Class A Common Stock beneficially owned by Samuel I. Newhouse,
III.
|
|
|
(4)
|
For
purposes of calculating beneficial ownership in this statement on Schedule 13D (this
“Statement”), the total number of shares of Class A Common Stock outstanding
as of December 31, 2019 is approximately 209.98 million. The percentage provided represents
the number of shares of Class A Common Stock beneficially owned by the applicable Reporting
Person on an as-converted, as-exchanged basis divided by the sum of (i) the amount of
Class A Common Stock outstanding as of December 31, 2019, plus (ii) the amount of Class
A Common Stock issued upon exchange of the 337,654 Class B Common Units pursuant to the
previously disclosed second letter agreement (the “Second Share Repurchase Agreement”),
dated December 21, 2017, which supplements the previously disclosed letter agreement,
dated December 23, 2016, between A/N and the Issuer (the “Share Repurchase Agreement”),
plus (iii) the amount of Class A Common Stock issuable upon exchange or conversion, as
applicable, of the Class B Common Units and Convertible Preferred Units, held by A/N.
|
CUSIP
No. 16119P108
|
1
|
NAME
OF REPORTING PERSONS
Newhouse
Broadcasting Corporation
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
(1), (2)
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER*
30,038,450
(3)
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER*
30,038,450
(3)
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,038,450
(3)
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7%
(4)
|
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
|
|
|
|
|
|
|
*
|
Sole
voting power and dispositive power is held indirectly through control of Advance/Newhouse
Partnership.
|
CUSIP
No. 16119P108
|
1
|
NAME
OF REPORTING PERSONS
Advance
Publications, Inc.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
(1), (2)
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER*
30,038,450
(3)
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER*
30,038,450
(3)
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,038,450
(3)
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7%
(4)
|
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
|
|
|
|
|
|
|
*
|
Sole
voting power and dispositive power is held indirectly through control of Advance/Newhouse
Partnership.
|
CUSIP
No. 16119P108
|
1
|
NAME
OF REPORTING PERSONS
Newhouse
Family Holdings, L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
(1), (2)
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER*
30,038,450
(3)
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER*
30,038,450
(3)
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,038,450
(3)
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7%
(4)
|
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
|
|
|
|
|
|
|
*
|
Sole
voting power and dispositive power is held indirectly through control of Advance/Newhouse
Partnership.
|
CUSIP
No. 16119P108
|
1
|
NAME
OF REPORTING PERSONS
Advance
Long-Term Management Trust
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
(1), (2)
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
Jersey
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER*
30,038,450
(3)
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER*
30,038,450
(3)
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,038,450
(3)
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7%
(4)
|
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
|
|
|
|
|
|
*
|
Sole
voting power and dispositive power is held indirectly through control of Advance/Newhouse
Partnership.
|
This
Amendment No. 5 (this “Amendment”) amends and supplements the Statement on Schedule 13D (the “Schedule
13D”), which was jointly filed on May 27, 2016, the amended Statement on Schedule 13D, which was jointly filed on December
28, 2016, the amended Statement on Schedule 13D, which was jointly filed on December 21, 2017, the amended Statement on Schedule
13D, which was jointly filed on August 6, 2018, and the amended Statement on Schedule 13D, which was jointly filed on July 30,
2019 and is filed on behalf of Advance/Newhouse Partnership, a New York general partnership (“A/N”), Newhouse
Broadcasting Corporation, a New York Corporation (“NBCo”), Advance Publications, Inc., a New York corporation
(“API”), Newhouse Family Holdings, L.P., a Delaware limited partnership (“NFH”) and Advance
Long-Term Management Trust, a New Jersey trust (“Advance Long-Term Trust” and, together with A/N, NBCo, API
and NFH, the “Reporting Persons” and each, a “Reporting Person”) with respect to (i) the
shares of Class A Common Stock, par value $0.001 per share (“Class A Common Stock”), of Charter Communications,
Inc., a Delaware corporation (the “Issuer” or “Charter”) that are directly or indirectly
held by the Reporting Persons and (ii) the shares of Class A Common Stock into which the Class B Common Units (“Class
B Common Units”) of Charter Communications Holdings, LLC (“Charter Holdings”) and the Convertible
Preferred Units of Charter Holdings (“Convertible Preferred Units”) that are directly or indirectly held by
the Reporting Persons are exchangeable or convertible, as applicable.
This
Amendment is being filed for purposes of disclosing the 2020 Collar Transactions and 2020 Loan Transactions (each, as defined
below).
|
Item 5.
|
Interest
in Securities of the Issuer
|
Item
5(a) and (b) of the Schedule 13D are amended and supplemented to read as follows:
(a)
The Reporting Persons are the beneficial owner of 30,038,450 shares of Class A Common Stock
(including Class B Common Units and Convertible Preferred Units on an as-converted, as-exchanged basis). The 30,038,450
shares of Class A Common Stock constitute approximately 12.7% of the outstanding shares
of Class A Common Stock, based on approximately 209.98 million shares of Class A Common Stock outstanding as of December 31, 2019.
In addition, Michael A. Newhouse is the beneficial owner of 2,193 shares of restricted Class A Common Stock received by him in
connection with his services as a director of the Issuer and Samuel I. Newhouse, III, is the beneficial owner of 538 shares of
Class A Common Stock.
(b)
The Reporting Persons have the sole power to (i) vote or direct the voting of 30,038,450 shares
of Class A Common Stock beneficially owned by them as described in the Schedule 13D (including Class B Common Units and Convertible
Preferred Units on an as-converted, as-exchanged basis) and (ii) dispose or direct the disposition of such shares, in each case,
subject to the terms of the previously disclosed Operating Agreement, Exchange Agreement, Proxy and Right of First Refusal Agreement
and Second Amended and Restated Stockholders Agreement, as described in the Schedule 13D. Michael Newhouse has sole voting and
dispositive power over 2,193 shares of restricted Class A Common Stock beneficially owned by him. Samuel I. Newhouse, III, has
sole voting and dispositive power over the 538 shares of Class A Common Stock beneficially owned by him.
Item
5(c) of the Schedule 13D is amended by adding the following paragraphs at the end thereof:
On
February 4, 2020, A/N established a credit facility backed by an equity collar transaction and an aggregate of 4,000,000 Class
B Common Units of Charter Communications Holdings, LLC (“Units”) to provide financial flexibility to support
its ongoing estate planning and its investment program and for other general corporate purposes. Absent physical settlement or
default by A/N, the transactions have no effect on A/N’s voting and Board of Directors rights. A/N remains committed to
being a long-term shareholder of Charter and has no intent to sell any shares other than through its continued pro-rata participation
in Charter’s buyback program.
The
equity collar transactions consist of a purchased put option and a sold call option (each, a “2020 Collar Transaction”),
pursuant to Share Collar Transactions Confirmations substantially in the form previously filed as Exhibit 7(q) (each, a “Collar
Confirmation”) with Bank of America, N.A., Credit Suisse Capital LLC, Citibank, N.A. and Goldman Sachs International
(the “Banks”). The 2020 Collar Transactions cover an aggregate of 4,000,000 shares of Class A Common Stock
and expire over the expiration dates running from August 12, 2024 to September 5, 2024, inclusive. The 2020 Collar Transactions
have a put strike price of $445.4935 and a call strike price of $643.0830. The 2020 Collar Transactions will be settled in cash
unless A/N elects physical settlement, in which case it expects to exchange Units for Class A Common Stock sufficient to satisfy
its obligations under the 2020 Collar Transactions.
Simultaneously
with entering into the 2020 Collar Transactions, A/N entered into revolving loan facilities (each, a “2020 Loan Transaction”)
with each of the Banks, pursuant to Revolving Loan Transactions Confirmations substantially in the form previously filed as Exhibit
7(r) (each, a “Loan Confirmation”). Under the 2020 Loan Transactions, A/N may, subject to satisfaction of certain
conditions, draw an amount up to the present value of the put strike price multiplied by the number of underlying shares of Class
A Common Stock under the 2020 Collar Transactions.
In
connection with the 2020 Collar Transactions and the 2020 Loan Transactions, A/N pledged, in aggregate, 4,000,000 Class B Common
Units of Charter Holdings (the “Pledged Units”) and A/N’s rights under the 2020 Collar Transactions to
the Banks.
The
foregoing description of the 2020 Collar Transactions and the 2020 Loan Transactions does not purport to be complete and is qualified
in its entirety by reference to the full text of the Collar Confirmations and the Loan Confirmations, forms of which were previously
filed as Exhibits 7(q) and 7(r) hereto, and incorporated herein by reference.
(d)
Not applicable.
(e)
Not applicable.
|
Item 6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
See
the descriptions of the 2020 Collar Transactions and the 2020 Loan Transactions in Item 5(c), which are incorporated by reference
into this Item 6.
Signatures
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
February 4, 2020
|
|
Advance/Newhouse Partnership
|
|
|
|
|
|
By:
|
/s/
Oren Klein
|
|
|
|
Oren Klein, Chief Financial Officer
|
|
|
|
|
|
Newhouse Broadcasting Corporation
|
|
|
|
|
|
By:
|
/s/
Oren Klein
|
|
|
|
Oren Klein, Chief Financial Officer
|
|
|
|
|
|
Advance Publications, Inc.
|
|
|
|
|
|
By
|
/s/
Oren Klein
|
|
|
|
Oren Klein, Chief Financial Officer
|
|
|
|
|
|
Newhouse Family Holdings, L.P.
|
|
|
|
|
|
By:
|
Advance Long-Term Management
Trust, as General Partner
|
|
|
|
|
|
|
By:
|
/s/
Michael A. Newhouse
|
|
|
|
|
Michael A. Newhouse, Trustee
|
|
|
|
|
|
Advance Long-Term Management
Trust
|
|
|
|
|
|
By:
|
/s/
Michael A. Newhouse
|
|
|
|
Michael A. Newhouse, Trustee
|