In an effort to get a more favorable assessment of its merger with Time Warner Cable Inc. (NYSE: TWC), Comcast Corp. (NASDAQ: CMCSA) has said it would divest about 3 million video subscribers to maintain a total subscriber number of around 33.2 million. To reach that level, Comcast struck a deal with Charter Communications Inc. (NASDAQ: CHTR) that would result in the creation of a new company spun out of Comcast.

That new company is Midwest Cable Inc. and it filed an amended Form S-1 with the U.S. Securities and Exchange Commission (SEC) on Wednesday that offers more details about its potential initial public offering (IPO). Most important is that he spin-off depends on completion of the Comcast-Time Warner merger. Midwest expects its own IPO to take place in 30 to 60 days following the main merger.

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Following the Comcast-Time Warner merger, all shares of Midwest Cable would be distributed to holders of Comcast common stock (including former owners of Time Warner stock) on a pro-rata basis. Midwest Cable will also get saddled with $7.8 billion in debt, an amount “determined by both Comcast and Charter … to be consistent with many other cable operators.” About $4.8 billion of the debt is tagged to fund cash distributions to Comcast and the rest is aimed at an issue of new notes that will allow Comcast to effect a debt-for-debt exchange.

According to the agreement between Comcast and Charter made in April last year, the combined Comcast-Time Warner would divest about 3.9 million customers and Charter would acquire 1.4 million Time Warner customers, increasing its base to 5.7 million subscribers. Midwest Cable would get 2.5 million Comcast video subscribers in a series of transactions that occur prior to the Comcast-Time Warner merger.

Midwest said that as of the end of September it had 2.5 million video customers, 2.3 million high-speed Internet customers and 1.1 million voice customers, and passes by 6.4 million homes and businesses.

The filing did not include details about the number of shares of Midwest that would be granted to Comcast-Time Warner shareholders. Following the spin-off, the combined Comcast will have no ownership interest in Midwest Cable.

Midwest Cable plans to list on the Nasdaq Global Select Market Under the symbol GLCI.

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