Advance/Newhouse in $1.75 Billion Loan Transactions

Cleary Gottlieb represented Advance/Newhouse Partnership, a shareholder of Charter Communications, Inc., as a counterparty to collar plus revolving loan transactions with each of Citibank, N.A., Credit Suisse Capital LLC, and Bank of America, N.A.

The collar plus revolving loan transactions are initially secured by an aggregate of 6 million Class B Common Units of Charter Communications Holdings, LLC, which are, subject to certain conditions, exchangeable into 6 million shares of Class A Common Stock of Charter Communications, Inc. The collar transactions will be settled in cash unless Advance/Newhouse Partnership elects physical settlement, in which case the pledged Class B Common Units of Charter Communications Holdings, LLC will be exchanged into Class A Common Stock of Charter Communications, Inc. for settlement.

The related sale of 6 million shares of Class A Common Stock to establish each of Citibank, N.A., Credit Suisse Capital LLC, and Bank of America, N.A.’s hedge position for the collar transactions was executed in accordance with Rule 144 and related SEC interpretive letters.

Advance/Newhouse Partnership is part of the Advance/Newhouse group, a global, diversified privately-owned group of media companies that operates Condé Nast and other local media companies.

Charter Communications, Inc. is the second largest cable operator in the United States and a leading broadband communications company providing video, internet, and voice services to residential and business customers.