Transactions Overview1)
Charter to acquire Time Warner Cable (“TWC”) for $195.71 per share $100.00 in cash1)
+ $95.71 in New Charter stock, equivalent to 0.5409 Charter shares1)
= $195.71 per TWC share
Offer equates to TWC enterprise value of $78.7 billion
$56.7 billion equity
valuation + $22.7 billion net debt, less $0.7 billion equity investments
EV/2015 TWC estimated Adj. EBITDA = 9.1x1), 8.3x adj. for synergies and tax benefits
TWC shareholders to own 44% of New Charter1)
Charter to acquire Bright House
Networks (“BHN”) for $10.4 billion
Purchase price = 7.6x 2014 pro forma BHN EBITDA; < 6.5x incl. synergies and tax benefits; closing conditioned on
sale of Time Warner Cable to Charter (or another party in certain circumstances)
Consideration: $2.0 billion in cash, $2.5 billion of convertible preferred
partnership units, and $5.9 billion of common partnership units
Commitment from two of cable industry’s most successful long term investors
Liberty Broadband (“Liberty”) to invest $5.0 billion2); will own 19% of New Charter1)
Advance/Newhouse (“A/N”) to own 13% of New Charter
1) See slide 13
for additional details.
2) $4.3 billion to be invested at equivalent of $176.95 per share and represents Charter’s closing price on May 20, 2015. $700 million
to be invested at equivalent of $173.00, as previously announced on March 31, 2015 as part of the Charter-A/N transaction.
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Charter COMMUNICATIONS
Time Warner Cable®
bright house NETWORKS ®
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