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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015|
Mr. Minson and Company A engaged in preliminary discussions regarding the contemplated price that Company A intended to offer to TWC, which Company A CEO specified would be higher than the prices that the press and analysts were speculating that Charter would offer. On May 7, 2015, a representative of Company A CEO contacted Mr. Zinterhofer to inform him that Company A was interested in an acquisition of TWC.
On May 8, 2015, Mr. Minson spoke again with Company A CEO about a potential transaction with TWC. As part of that conversation, Company A CEO indicated that Company A was prepared to consider a potential price per share of TWC within a range of approximately $180 per share to approximately $200 per share.
Also on May 8, 2015, a telephonic meeting of the TWC board of directors was convened, at which senior management of TWC updated the TWC board of directors on the May 5, 2015 meeting with Charter, including the proposal made by Charter at such meeting and TWC senior managements view that the proposal undervalued TWC. TWC senior management also informed the TWC board of directors that Company A had emerged as a potential acquiror of TWC. The TWC board of directors also discussed continuing to operate as a standalone company. Finally, the TWC board of directors considered a potential transaction with A/N regarding Bright House, either by responding to the ROFO Letter or otherwise, and either alone or in conjunction with other possible strategic alternatives.
On May 10, 2015, TWC and Company A entered into a mutual non-disclosure and standstill agreement (the Company A NDA).
On May 10, 2015, Mr. Marcus and Company As chairman and controlling shareholder (Company A Chairman) discussed by telephone Company As interest in exploring a potential transaction with TWC. Company A Chairman expressed a strong interest in acquiring TWC and indicated a high degree of confidence in Company As ability to secure financing and move quickly.
A meeting of the TWC board of directors was held on May 11, 2015. Representatives of Paul, Weiss, Skadden, Arps, Slate, Meagher & Flom (Skadden), legal advisors to the TWC independent directors, Morgan Stanley, Citi and Allen & Company LLC (Allen & Company), financial advisors to TWC (which had been retained in April 2013 to provide TWC with general financial advice and to assist TWC in considering and responding to Charters overtures), and Centerview Partners LLC (Centerview), financial advisor to the TWC independent directors, were present. In early January 2014, the TWC independent directors determined to retain Skadden and Centerview as additional legal and financial advisors, respectively, based on their view that it would be helpful to receive the separate advice of their own advisors and that it would be good practice to do so. TWCs independent directors are all of the TWC directors other than Mr. Marcus. Centerview was retained to provide the TWC independent directors with general financial advice and to assist the TWC independent directors in connection with their consideration of potential strategic transactions. The TWC board of directors, members of TWC senior management, and TWCs legal and financial advisors discussed recent developments and reviewed managements analysis of four possible courses of action available to TWC: (1) pursuing a transaction with Company A; (2) pursuing a transaction with Charter; (3) responding to the ROFO Letter or otherwise pursuing a transaction with A/N regarding Bright House (either alone or potentially in conjunction with a transaction with either Company A or Charter); and (4) continuing to operate as a standalone company. At this meeting, the TWC board of directors also discussed Morgan Stanleys other engagements on behalf of Company A. After discussion, the TWC board of directors concluded that, given the important role of Morgan Stanley on behalf of TWC since Charter first approached TWC in 2013, and because the Morgan Stanley team involved in the Company A engagements was separate from the team working for TWC, the benefits of Morgan Stanley continuing as a financial advisor to TWC outweighed any actual or perceived conflicts arising from such engagements.
On May 11, 2015, Company A CEO contacted Mr. Minson via electronic mail. Company A CEO emphasized to Mr. Minson that Company A was very serious about pursuing a transaction and was engaging with potential debt financing sources that would provide Company A with all of the financing required for such a