NEW YORK — The blockbuster multi-billion proposed transaction that sees Charter Communications acquiring Cox Communications will result in a new Cox that takes on Charter’s Spectrum MVPD identity.
Who will lead this new version of Cox, once the transaction is completed?
Governance of the new Cox was shared with the merger announcement on Friday, and this will see Charter President/CEO Chris Winfrey will continue in his current role for what will eventually become the new Cox.
Alex Taylor, Chairman and CEO of Cox Enterprises, will join the board as Chairman.
Eric Zinterhofer, Chairman of Charter’s Board of Directors and the founder of Searchlight Partners, 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. Advance/Newhouse, another cable TV entity of the past that was woven into the Charter family in 2016, will retain its two board nominees.
Meanwhile, Charter says 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.
Accordingly, Charter adds, 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.
Upon closing, Charter, Cox Enterprises and Advance/Newhouse will enter into an amended and restated stockholders agreement, which will provide for preemptive rights over certain issuances, voting caps and required participation in Charter common share repurchases at specified acquisition caps, and transfer restrictions among other shareholder governance matters.
CONTINUED COMMUNITY LEADERSHIP
The Cox family of businesses was founded 127 years ago on the promise of “building a better future for the next generation.” Both Cox and Charter want to see that intent reinforced in this new partnership.
The Cox family’s commitment to supporting its communities through the philanthropic work of the James M. Cox Foundation will be continued by Charter’s $50 million grant to establish a separate foundation that will encourage community leadership and support where the combined company does business.
Additionally, Charter will make an initial $5 million investment to establish an employee relief fund that mirrors the Cox Employee Relief Fund, which Cox and the Cox family created in 2005 to help employees through times of hardships such as natural disasters or other unexpected life challenges.
