EXHIBIT 1
ADVANCE/NEWHOUSE PARTNERSHIP
6350 COURT STREET • EAST SYRACUSE, NY 13057
August 4, 2025
Via Email
Charter Communications, Inc.
400 Atlantic Street
Stamford, CT 06901
Attention: Jamal Haughton
Telephone: (203) 428-0238
Email: jamal.haughton@charter.com
cc:
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
Attention: Steven A. Cohen
Telephone: (212) 403-1000
Email: sacohen@wlrk.com
Re: Suspension Notice
Dear Jamal,
This notice is being provided pursuant to Section 5 of the Letter Agreement, dated as of December 23, 2016, as amended by the Letter Agreement, dated as of December 21, 2017, and as supplemented by the Letter Agreement, dated as of February 23, 2021, in each case by and between Charter Communications Inc. (“Charter”) and Advance/Newhouse Partnership (“A/N”) (the “Letter Agreement”).
Pursuant to and in accordance with Section I.10 of Annex A of the Letter Agreement, A/N hereby provides notice to Charter that it wishes to suspend the standing share repurchase agreement between A/N and Charter set forth in the Letter Agreement (the “Suspension”). In accordance with the terms of the Letter Agreement, the Suspension shall take effect immediately after the occurrence of the first Repurchase Closing following the date hereof. A/N presently intends for the Suspension to continue through the consummation of the closing of the transactions contemplated by the Transaction Agreement, dated as of May 16, 2025, by and between Charter, Charter Communications Holdings, LLC and Cox Enterprises, Inc., or the termination thereof, but reserves the right to end such Suspension before or after such time. In the event that A/N chooses to end the Suspension and thereby resume participation in the arrangements described in the Letter Agreement, A/N will provide written notice to you with effect as to repurchases that take place following the date of such notice.
Sincerely, | ||||
By: | /s/ Oren Klein | |||
Name: | Oren Klein | |||
Title: | Chief Financial Officer |
cc:
Advance/Newhouse Partnership
One World Trade Center, 43rd Floor
New York, NY 10007
Attention: Oren Klein
Michael D. Fricklas
Telephone: (212) 286-4232
(212) 286-7386
Email: oklein@advance.com
mfricklas@advance.com