4.A. WSCSR 11-05-2015 - Laserfiche WebLink

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1 Exhibit 1 DESCRIPTION OF TRANSACTION The proposed Transaction will combine Charter Communications,Inc.("Charter Communications"),Time Warner Cable Inc. ("TWC"),and Bright House Networks,LLC("BHN")into a single company that is poised to leverage the best aspects of each of the three participants. As described below,there are three components to the Transaction,each of which is expected to occur simultaneously upon the closing. 1. First, Charter Communications will prepare its corporate structure to complete the merger. It will do so by utilizing an existing subsidiary(CCH I,LLC),which will eventually become the ultimate parent,public company of the Charter corporate structure,and is referred to as"New Charter." New Charter will convert from an LLC to a C-corporation. To prepare for that transition,New Charter will first become a direct subsidiary to Charter Communications. Next,TWC will become a subsidiary of New Charter through a series of mergers. In the first of those mergers,shares of TWC stock—other than those currently owned by Liberty Broadband and Liberty Interactive Corporation(collectively,"Liberty")—will be converted into the right to elect to receive,for each share of TWC stock,cash and shares of New Charter. Liberty will,prior to that merger,contribute its shares of TWC stock to the merger subsidiary in exchange for shares of the merger subsidiary on a one-for-one basis,which will be converted into shares of surviving TWC on a one-for-one basis in the merger. New Charter will assume the liability to disburse cash to the surviving TWC stockholders. Surviving TWC will then merge into a subsidiary of New Charter,and the then-holders of TWC stock will receive one share of New Charter Class A common stock in exchange for each share of TWC stock. 2. Second,Charter Communications will merge with a merger subsidiary of New Charter,becoming a subsidiary of New Charter,and each then outstanding share of Charter Class A common stock will be converted into shares of New Charter. New Charter will assume the Charter name and its existing NASDAQ Stock Market ticker symbol(CHTR). Additionally,Liberty Broadband will contribute cash to New Charter in exchange for shares of New Charter Class A common stock. 3. Third,subject to separate conditions set forth in Charter Communications' agreement with Advance/Newhouse("A/N",the parent company of BHN),New Charter will acquire BHN,except for certain ' limited excluded assets and liabilities,from A/N for(a)cash,(b)one share of Class B common stock in New Charter,and(c)exchangeable common and convertible preferred units in a partnership that will be a New Charter subsidiary and that will hold all of BHN's assets,as well as assets of New Charter and TWC. rIn connection with the BHN portion of the Transaction,Liberty Broadband will contribute additional cash in exchange for shares of New Charter Class A common stock. Upon completion of the Transaction,majority ownership of New Charter will be publicly held,and a majority of the 13-person board will not be nominated by A/N(which will nominate two board members)and Liberty Broadband(which will nominate three board members). Tom Rutledge,New Charter's President and CEO, will hold a board seat and will be offered the position of Chairman. New Charter will be the third-largest MVPD behind AT&T-DirecTV and Comcast,assuming the AT&T-DirecTV merger is consummated. We will own and/or manage systems serving approximately 19.4 million broadband customers, 17.3 million video customers,and 9.4 million voice customers across 41 states. There will be no change in actual working control of the franchisee,and New Charter and its subsidiaries will continue to provide services to their customers and your community as usual. In other words,this Transaction will constitute a pro forma,internal restructuring which will not alter in any way the ultimate control of the franchisee in your community. I • I