Charter Communications sent a letter to Time Warner...

of overtures from Charter that Time Warner Cable’s management and board “chose not to engage on,” said Charter. Time Warner Cable rejected Charter proposals in June and October, and responded to a December offer with a verbal offer that was “unrealistic,” said Charter CEO Tom Rutledge in the letter to his counterpart at the potential acquiree, Robert Marcus. “The information provided to date has been exclusively one-way, which further reinforces the point that there is no genuine interest from Time Warner Cable management and Board of Directors to engage on this opportunity,” said Charter CEO Tom Rutledge in the letter to Marcus. The proposed transaction would be “based on combining shareholder groups and allowing Time Warner Cable shareholders to participate at a substantial premium to Time Warner Cable’s unaffected stock price as well as meaningful upside following completion,” the letter said. Charter is prepared to offer a “cash/stock election mechanism” that would let Time Warner Cable shareholders in favor of a deal participate, and shareholders who don’t to cash out “at a meaningful premium,” the letter said. The deal’s financing is complete, and Charter “can be in a position to sign commitment letters in a matter of days,” Rutledge said. “We believe that time is of the essence to prepare our companies to meet the challenges of the industry, which is why we have decided to announce the status of our discussions to date to both sets of shareholders.” The newly created company would create value by reducing cost and increasing growth, and generate higher returns for the cable industry by rationalizing “the geographic holdings of the industry into more efficient entities,” Rutledge said. Time Warner Cable had no immediate comment.