XML 14 R2.htm IDEA: XBRL DOCUMENT
v3.25.2

Offerings - Offering: 1 | Jun. 18, 2025 USD ($)
--- | ---
Offering: |
Fee Previously Paid | false
Transaction Valuation | $ 17,284,540,052.5
Fee Rate | 0.01531%
Amount of Registration Fee | $ 2,646,263.08
Offering Note |
| (1) | Calculated solely for the purpose of determining the filing fee in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The proposed maximum aggregate value of the transaction is calculated based on the sum of (i) $4.0 billion, which represents the maximum aggregate cash consideration estimated to be paid by Charter Communications, Inc. (“Charter”) (or a subsidiary thereof) in connection with the completion of the transactions contemplated by that certain Transaction Agreement (as amended, the “Transaction Agreement”), dated as of May 16, 2025, by and among Charter, Charter Communications Holdings, LLC (“Charter Holdings”) and Cox Enterprises, Inc. (“Cox Enterprises”), and (ii) the product of (a) the sum of (x) 33,586,045, which represents the shares of Class A common stock, par value $0.001 per share (“Charter Class A common stock”), of Charter that Charter may be obligated to issue upon exchange of the 33,586,045 Class C common units of Charter Holdings that will initially be issued by Charter Holdings to Cox Enterprises in connection with the completion of the transactions contemplated by the Transaction Agreement and (y) 12,567,600, which represents the shares of Charter Class A common stock that Charter may be obligated to issue upon conversion and exchange of the convertible preferred units of Charter Holdings with an aggregate liquidation preference of $6.0 billion that will initially be issued by Charter Holdings to Cox Enterprises in connection with the completion of the transactions contemplated by the Transaction Agreement (assuming no adjustment to the initial conversion price of $477.41), multiplied by (b) $374.5, which is the average of the high and low price per share of the Charter Class A common stock as reported on the Nasdaq Global Select Market on June 17, 2025.
| (2) | In accordance with Section 14(g) of the Exchange Act and Rule 0-11 of the Exchange Act, the filing fee was determined by multiplying the proposed maximum aggregate value of the transaction calculated in note (1) above by 0.00015310.

X
- Definition Total amount of registration fee (amount due after offsets). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 + Details
Name: | ffd_FeeAmt
Namespace Prefix: | ffd_
Data Type: | ffd:nonNegative1TMonetary2ItemType
Balance Type: | na
Period Type: | duration

X
- Definition The rate per dollar of fees that public companies and other issuers pay to register their securities with the Commission. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 + Details
Name: | ffd_FeeRate
Namespace Prefix: | ffd_
Data Type: | dtr-types:percentItemType
Balance Type: | na
Period Type: | duration

X
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 + Details
Name: | ffd_OfferingNote
Namespace Prefix: | ffd_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | ffd_OfferingTable
Namespace Prefix: | ffd_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | ffd_PrevslyPdFlg
Namespace Prefix: | ffd_
Data Type: | xbrli:booleanItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | ffd_TxValtn
Namespace Prefix: | ffd_
Data Type: | ffd:nonNegative100TMonetary2ItemType
Balance Type: | na
Period Type: | duration

X
- Details
Name: | ffd_OfferingAxis=1
Namespace Prefix: |
Data Type: | na
Balance Type: |
Period Type: |