ITEM 8.2 Charter Communications RestructuringApril 30, 2015
City of Otsego
Attn: City Administrator
8899 Nashua Ave NE
Otsego, MN 55330
RE: Termination of Charter/Comcast Transaction and Related Pro Forma Restructuring
Dear Sir or Madam,
ITEM 8_2
As we informed your community last year, Charter Communications, Inc. ("Charter") and Comcast Corporation
("Comcast") entered into a transactions agreement ("Agreement') contingent upon Comcast's merger with Time
Warner Cable Inc. ("TWC"). Consummation of the transactions under the Agreement required Charter to merge
with and into a wholly owned indirect subsidiary of Charter ("New Charter"), with all shares of Charter becoming
shares of New Charter. In late August 2014, Charter filed an FCC Form 394 and associated materials with your
community regarding this pro forma, internal restructuring, which also was contingent upon completion of the
Comcast-TWC merger.
As you may be aware, Comcast has decided to terminate its merger agreement with TWC and the Agreement with
Charter. As a consequence, Charter's restructuring that was the subject of the Form 394 we filed previously no
longer is required. Accordingly, by this letter, Charter provides you formal notice that our Agreement with
Comcast will not be consummated, that the internal restructuring prompting our submission of the FCC Form 394
with your community will not be occurring and that Charter hereby withdraws its FCC Form 394 filing. It is not
necessary for you to take further action, and we greatly appreciate the careful consideration that was given to our
submission.
All of us at Charter are excited about the future. The Company's mission remains unchanged: to continue our
Investment in our network and technology innovations, and to focus on providing the highest quality customer
service to bring unmatched value to our subscribers. By delivering on these commitments, Charter provides
superior entertainment and communications products that can consistently exceed the expectations of our
growing customer base.
Most recently, Charter moved to an all-digital service offering in your community, with over 200 HD video channels
and minimum base broadband speeds of 60 Mbps. Charter also is in the process of introducing its new Worldbox
set-top box that uses a highly -efficient downloadable security solution, as well its new Spectrum Guide — a state-
of-the-art, cloud -based user interface that enhances consumer video services with more features including
intuitive search and discovery capabilities with attractive graphics and TV and movie poster art. The Spectrum
Guide will be accessible via both Worldbox and equipment currently deployed across the Charter footprint. These
investments will provide a more dynamic and efficient user experience for customers in your community.
If you have any questions or comments, please feel free to contact me at (202) 621-1908 or by email at
rnark.browa@charter.com.
Sincerely,
Mark Brown
Vice President, Government Affairs