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SEC Filings

425
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 425 on 05/26/2015
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Financing
Committed financing fully funds cash portions of TWC and Bright House transactions
Pro forma entity will leave Charter and TWC existing debt structures in place, without creating separately managed business silos
Structure expected to maintain TWC investment grade rating; equal and ratable security to TWC bondholders
Estimated pro forma leverage at close of 4.5x; growth profile will drive rapid delevering
Target leverage: Lower end of 4-4.5 times; +/- half turn for strategic opportunities
4.1x1)
13.9
23.3
23.0
2.0
(0.7)
4.5x2)
61.5
4.3
4.8x3)
65.7
Charter Debt Pre Transactions
Existing TWC Debt
New Debt at $100 per Share
Bright House Transaction Debt
Liberty Equity from BHN Transaction
Pro Forma Net Debt
($100 per Share)
Increm. Debt for $15 per Share Election
Pro Forma Net Debt
($115 per Share)
Combined company will delever quickly to target leverage and provides attractive levered equity returns on a growth company with significant tax assets
1) Estimated year end 2015 Charter debt of $13.9 billion divided by 2015 Charter estimated adjusted EBITDA of $3.4 billion as per Bloomberg consensus as of May 22, 2015.
2) Assumes total pro forma entity adjusted EBITDA of $13.8 billion, including, 2015 Charter estimated adjusted EBITDA of $3.4 billion and 2015 TWC adjusted EBITDA of $8.3 billion based on Bloomberg consensus as of May 22, 2015 and adjusted for $150 million of estimated TWC equity based compensation. Bright House 2015 adjusted EBITDA estimated at $1.4 billion. Total pro forma entity adjusted EBITDA also adjusted for $500 million leverageable first year synergies.
3) Based on $65.7 billion of net debt pro forma for the TWC and Bright House transactions, divided by 2015 total pro forma entity adjusted EBITDA of $13.8 billion.
Charter COMMUNICATIONS
Time Warner Cable®
Bright house NETWORKS®
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