Comcast, Time Warner Spinoff Midwest Cable (GLCI) Files for $5.7B IPO

Midwest Cable (Nasdaq: GLCI) filed with the U.S. SEC for an IPO of its Common Stock . The proposed maximum offering amount is $5.7 billion. The company plans to list on the Nasdaq under the symbol, GLCI.

Background: Comcast Corporation (Nasdaq: CMCSA) and Time Warner Cable Inc. (NYSE: TWC) have entered into a merger agreement under which TWC will become a wholly owned subsidiary of Comcast. The merger agreement states that Comcast is prepared to divest up to approximately 3.0 million video subscribers of the combined company’s approximately 33.7 million video subscribers. Comcast has entered into a transactions agreement with Charter Communications, Inc. (Nasdaq: CHTR) to satisfy its undertaking in the merger agreement with respect to the divestiture of video subscribers. Among other things, the transactions agreement contemplates a spin-off of cable systems serving approximately 2.5 million existing Comcast video subscribers into Midwest Cable, Inc. (“SpinCo,”), a newly formed entity and currently a wholly owned subsidiary of Comcast.

Following the spin-off, CCH I, LLC, a wholly owned subsidiary of Charter (“New Charter”), will convert into a corporation. A newly formed, wholly owned subsidiary of New Charter will merge with and into Charter with the effect that all shares of Charter will be converted into shares of New Charter, and New Charter will survive as the publicly traded parent company of Charter, which transaction is referred to in this prospectus as the “Charter reorganization.” Another newly formed, wholly owned subsidiary of New Charter will merge with and into us, with us surviving, which is referred to in this prospectus as the “SpinCo merger” (and, together with the spin-off, the “transactions”). As a result of the spin-off and SpinCo merger, Comcast’s shareholders as of the record date for the spin-off will own approximately 67% of us, and New Charter will own the remaining approximately 33%. In addition, as a result of the SpinCo merger, it is expected that Comcast’s shareholders as of the record date for the spin-off will own approximately % of New Charter. It is intended that the spin-off, together with certain related transactions, will qualify as a tax-free reorganization and a tax-free distribution and that the SpinCo merger will qualify as a tax-free transaction.

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