BOSTON, Aug. 24, 2015 /PRNewswire/ -- Block & Leviton LLP (www.blockesq.com), a Boston-based law firm representing investors nationwide, has filed a lawsuit alleging breaches of fiduciary duty by the Board of Directors of Charter Communications, Inc. ("Charter" or the "Company") (NASDAQ: CHTR) concerning certain transactions with Liberty Broadband Corporation ("Liberty") in connection with Charter's proposed acquisitions of Time Warner Cable, Inc. ("TWC") and Bright House Networks, LLC ("Bright House").
The complaint alleges that Liberty—which owns approximately 26% of Charter's outstanding stock—is a controlling shareholder of Charter. In connection with the proposed acquisition of Bright House, Charter will allow Liberty to purchase $700 million in newly issued shares for $173/share, a total of more than 4 million shares. Similarly, in connection with the proposed acquisition of TWC, Charter will allow Liberty Broadband to purchase $4.3 billion of newly issued shares at a price equivalent to $176.95 per Charter share.
The complaint alleges that the share issuances are unfairly priced because, among other reasons, Charter's financial advisors project that the combined company could be worth significantly more per share when the transactions close.
Liberty will also receive an irrevocable five-year voting proxy for 6% of the outstanding voting power of Charter. This will bring Liberty's total voting power to 25% and make it the only shareholder able to avoid significant dilution of its voting interest upon the consummation of the transactions. Liberty is paying nothing for this material benefit.
Block & Leviton's complaint alleges that Liberty and Charter's directors breached their fiduciary duties to Charter shareholders by approving the unfair terms of these transactions. Finally, the complaint alleges that the Definitive Proxy statement filed with the SEC on August 20, 2015 was materially incomplete.
If you are a shareholder of Charter and have questions about your legal rights, or if you have information relevant to this investigation, please contact attorney Joel Fleming, at (617) 398-5600 or email him at email@example.com.
Block & Leviton has offices in Boston and the San Francisco Bay area and represents investors nationwide for violations of securities laws. The firm's lawyers have collectively been prosecuting securities cases on behalf of investors for over 70 years.
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Contact: BLOCK & LEVITON LLP Joel Fleming, Esq. firstname.lastname@example.org (617) 398-5600
SOURCE Block & Leviton LLP