Charter Communications, Inc. · NASDAQ:CHTR
Charter Communications — Merger or Acquisition (May 2025)
21 slides from Charter Communications's merger presentation, May 16, 2025
Slide 1: Charter Communications and Cox Communications Agree to Transformative Combination
Charter Communications and Cox Communications Agree to Transformative Combination May 16, 2025
Slide 2: Cautionary Statement Regarding Forward-Looking Statements
Cautionary Statement Regarding Forward-Looking Statements Charter and Cox Agree to Transformative Combination 1 This communication includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities
Slide 3: Important Information for Investors and Shareholders
Important Information for Investors and Shareholders Charter and Cox Agree to Transformative Combination 2 Charter intends to file a proxy statement with the SEC in connection with the proposed transaction. Investors and security holders of Charter and Cox are urged to read the proxy statement and/o
Slide 4: Christopher L. Winfrey, President and CEO, Charter Communications
Christopher L. Winfrey President and CEO, Charter Communications
Slide 5: Value Creation for Customers and Shareholders
Value Creation for Customers and Shareholders Accelerate Growth Positioned to Compete Financial Efficiencies & Benefits Spectrum pricing and packaging to deliver customer benefits, drive sales and reduce churn & service interactions Charter and Cox Agree to Transformative Combination 4 • • Significa
Slide 6: Transaction Summary
Transaction Summary Cox Enterprises will contribute Cox Communications to Charter’s existing partnership structure Cox Communications valued at approx. $34.5 billion based on 6.44x 2025E Adj. EBITDA, including: $21.9 billion of equity $12.6 billion of net debt and other obligations1) <6.0x including
Slide 7: Industry Leading Connectivity and Entertainment Company
Industry Leading Connectivity and Entertainment Company Figures as of 1Q25. See notes on slide 18. Pro Forma Charter1) Charter + Cox = Combined Passings 57.2M 12.3M 69.5M Customers2) 31.4M 6.3M 37.6M Subsidized Rural Footprint Note: minor differences may exist due to rounding. Charter and Cox Agree
Slide 8: Transaction Benefits All Stakeholders
Transaction Benefits All Stakeholders Customers Employees & Vendors Communities Cox footprint will benefit from generally lower multi-product pricing, cutting- edge products and Customer Commitments Charter and Cox Agree to Transformative Combination 7 • • Continued network investments will drive fa
Slide 9: Alex Taylor, Chairman and CEO, Cox Enterprises
Alex Taylor Chairman and CEO, Cox Enterprises
Slide 10: About Cox Communications
Charter and Cox Agree to Transformative Combination 9 Highly clustered footprint complementary to Charter’s existing network (e.g., Los Angeles, San Diego) Attractive sunbelt footprint Upgraded plant offering 2 Gbps service across 99% of footprint Deep focus on customers and community Cox Business:
Slide 11: Jessica M. Fischer, Chief Financial Officer, Charter Communications
Jessica M. Fischer Chief Financial Officer, Charter Communications
Slide 12: New Company: At a Glance
New Company: At a Glance Combined 1Q25 Customers1) Passings Customer Relationships Internet Video Mobile Lines Voice 57.2M 31.4M 30.0M 12.7M 10.4M 6.6M 12.3M 6.3M 5.9M 1.7M 0.2M 1.0M 69.5M 37.6M 35.9M 14.4M 10.6M 7.6M 1Q25 Penetration2) Customer Relationships Internet Video Voice 55% 53% 22% 12% 51%
Slide 13: Total Purchase Consideration of $21.9 Billion
Total Purchase Consideration of $21.9 Billion Common Units - $11.9 Billion Preferred Units - $6.0 Billion Cash - $4.0 Billion $11.9 billion of Charter partnership common units Charter and Cox Agree to Transformative Combination 12 • • 33.6 million Charter partnership • common units exchangeable into
Slide 14: Transaction Structure and Pro Forma Ownership
Charter Shareholders ex- Cox Ent, ex-A/N Transaction Structure and Pro Forma (“PF”) Ownership Pro forma for Liberty Broadband transaction. Ownership figures are shown on an as-converted, as-exchanged basis. Structure PF Charter Shares (as of 3/31/25) in Millions PF Charter Economic Ownership2) (as o
Slide 15: Transaction Financing and Tax
Transaction Financing and Tax Charter will receive additional tax basis step-up upon any future Cox’s conversion of partnership units into Charter common stock Charter retains 50% of the cash tax savings value associated with the tax basis step-up received, if and when Cox Enterprises exchanges part
Slide 16: Governance
Governance Board Representation Voting & Ownership Preemptive Rights 13 directors at closing (unchanged) The 3 Liberty Broadband members will resign at closing1) and Cox designates 3 directors 1) It is expected that the transaction will be completed contemporaneously with the previously announced Li
Slide 17: Appendix
Appendix
Slide 18: Debt Maturity Profile: Pro Forma as of 1Q25
415 2,604 2,350 - 1,800 1,100 2,250 4,000 2,407 1,000 2,000 2,400 2,000 2,300 1,500 3,440 2,500 2,800 2,050 1,500 750 3,250 3,000 5,800 4,100 4,100 1,750 2,000 227 227 227 227 1,000 2,500 1,139 750 800 800 750 650 155 421 341 302 750 700 850 2,178 1,000 3,155 4,555 6,531 7,279 3,405 9,657 12,559 5,1
Slide 19: Use of Non-GAAP Financial Metrics and Additional Information
Use of Non-GAAP Financial Metrics and Additional Information Charter and Cox Agree to Transformative Combination 18 We use certain measures that are not defined by U.S. generally accepted accounting principles ("GAAP") to evaluate various aspects of our business. Adjusted EBITDA and free cash flow a
Slide 20: Cox Communications Reconciliation of Non-GAAP Measures to GAAP Measures
COX COMMUNICATIONS UNAUDITED RECONCILIATION OF NON-GAAP MEASURES TO GAAP MEASURES (DOLLARS IN MILLIONS) Twelve Months Ended December 31, 2024 Net income per historical financials $ 1,505 Plus: Interest expense, net 373 Income tax expense 434 Depreciation and amortization 2,419 Other, net 208 Adjuste
Slide 21: Investor Inquiries
Investor Inquiries: Stefan Anninger | 203.905.7955 stefan.anninger@charter.com
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