Liberty Media Corporation (NasdaqGS:LMCA) entered into a definitive agreement to acquire 26.6% stake in Charter Communications, Inc. (NasdaqGS:CHTR) from Oaktree Value Opportunities Fund, L.P. of Oaktree Capital Management, L.P., Crestview Partners, L.P. and Apollo Global Management, LLC (NYSE:APO) for $2.6 billion on March 19, 2013. Under the terms of the agreement, Liberty Media will acquire 26.9 million shares and approximately 1.1 million warrants in Charter Communications. Liberty expects to fund the purchase with a combination of cash on hand and new loan arrangements. Liberty funded the purchase with cash on hand of $1.2 billion and borrowed $1.4 billion under newly executed margin loans. Upon closing, funds managed by Crestview and Oaktree will hold approximately 7.4% and 2.2%, respectively, of Charter's common shares.

Charter entered into a stockholders agreement that among other things provides Liberty Media the right to designate up to four Directors for appointment to the Charter Board upon the closing of the transaction. Liberty Media expects to designate John Malone, Chairman of Liberty Media; Gregory Maffei, President and Chief Executive Officer of Liberty Media; Nair Balan, Executive Vice President and Chief Technology Officer of Liberty Global; and Michael Huseby, Chief Financial Officer of Barnes & Noble. Charter's Board of Directors will appoint these Directors subject to its normal review of Director's qualifications and upon the resignation of Stan Parker, Darren Glatt, Bruce Karsh and Edgar Lee in connection with the closing of the transaction. Jeffrey Marcus, a partner at Crestview, will remain on the Board. In addition, Liberty Media agreed to not increase its beneficial ownership in Charter above 35% until January 2016 and 39.99% thereafter.

Charter's Board of Directors appointed a special committee of independent and disinterested Directors to consider the transaction on behalf of Charter. The transaction is subject to the satisfaction of customary closing conditions, including expiration of the waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and appointment of Liberty Media's Board of Directors in Charter. The transaction is expected to close in the first half of the second quarter of 2013.

Aryeh Bourkoff, Ehren Stenzler, Matt Feldman and Adam Judd of LionTree Advisors acted as financial advisor and Fredrick H. McGrath, Renee Wilm, John Winter, Katherine Jewell, Brittany Uthoff, Kelsey Dow, Tamar Stanley, Robert Murray, Alison Boren and Grant Everett of Baker Botts L.L.P. acted as legal advisor for Liberty Media. Thomas W. Christopher, David Feirstein and Christian Nagler of Kirkland & Ellis LLP acted as legal advisor for Charter. Christina Mohr, Brad Coleman and Daniel Richards of Citi acted as financial advisor and Andrew J. Nussbaum, Ante Vucic, Sebastian L. Fain, Oliver J. Board, Joshua A. Feltman, Gregory E. Pessin, Deborah L. Paul and Jessica Lauren Frey of Wachtell, Lipton, Rosen & Katz acted as legal advisor for Apollo. Citi and Goldman Sachs acted as financial advisors and Kenneth M. Schneider, Neil Goldman, Lawrence Wee and Richard Bronstein of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors for Oaktree. Paul R. Kingsley, Samuel Burley and Ann Becchina of Davis Polk & Wardwell LLP acted as legal advisor for Crestview. Jones Day acted as the legal advisor for Liberty Media Corporation.

Liberty Media Corporation (NasdaqGS:LMCA) completed the acquisition of 26.6% stake in Charter Communications, Inc. (NasdaqGS:CHTR) from Oaktree Value Opportunities Fund, L.P. of Oaktree Capital Management, L.P., Crestview Partners, L.P. and Apollo Global Management, LLC (NYSE:APO) on May 1, 2013.