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PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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    the expectation that the transactions will be accretive to Charter’s stock price;

 

    the review by the Charter board of directors, with its legal and financial advisors, of the structure of the transactions and the financial and other terms of each of the merger agreement, the Liberty investment agreement, the Liberty contribution agreement, the BHN contribution agreement and the BHN/Liberty stockholders agreement;

 

    the expectation that the transactions collectively, or either the mergers or the BHN transactions individually, will increase Charter’s sales and earnings and enhance cash flow generation;

 

    the continuing support of Liberty Broadband as a major investor in Charter and Liberty Broadband’s significant new investment at a recent market price, on which the value of the TWC transactions was also based;

 

    the significant equity stake maintained by Charter’s existing stockholders in the combined company and the limitation of Liberty Broadband and Bright House designees on Charter’s board to a minority of the total number of directors on the Charter board of directors;

 

    the additional governance protections set forth in the BHN/Liberty stockholders agreement, including limitations on acquisitions by Liberty Broadband that are more favorable to Charter than the current arrangements, a covenant by Liberty Broadband and A/N not to form a group with each other with respect to Charter, and provisions regarding transfer restrictions and affiliate transactions;

 

    the ability of Charter’s board of directors to, in certain circumstances and after complying with certain procedures, consider an alternative transaction that it determines to be “superior” to the mergers or change its recommendation to stockholders with respect to the mergers, as further described below under “The Merger Agreement—No Solicitation by Charter;”

 

    the requirement that the TWC board of directors submit the merger agreement and the mergers to the TWC stockholders for consideration notwithstanding the existence of a TWC superior proposal and the TWC board of directors’ change of recommendation with respect to a TWC superior proposal;

 

    the restrictions on TWC’s ability to solicit proposals for alternative transactions involving TWC;

 

    the inability of TWC to terminate the merger agreement prior to the TWC stockholder meeting in order to enter into a transaction with a third party with respect to a TWC superior proposal;

 

    the fact that, while Charter is obligated to use its reasonable best efforts to complete the mergers, with respect to obtaining regulatory approvals required to complete the mergers, such efforts standard does not obligate Charter to take any actions or agree to any conditions, to the extent that such action or condition would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the condition (financial or otherwise), business, assets or results of operations of Charter, TWC and their subsidiaries, taken as a whole (but not taking into account the BHN transactions);

 

    the fact that Charter may complete the BHN transactions in certain circumstances even if the merger agreement is terminated;

 

    that because the exchange ratios under the merger agreement are fixed (i.e., such ratios were fixed on May 23, 2015 and will not be adjusted for fluctuations in the market price for Charter Class A common stock or TWC common stock), Charter has greater certainty as to the number of shares of Charter Class A common stock to be issued;

 

    the opinion of LionTree to the effect that, as of the date of LionTree’s opinion and subject to the factors, assumptions, qualifications and limitations used by LionTree in reaching its opinion, the merger consideration was fair, from a financial point of view, to Charter, as more fully described below under the caption “—Opinions of Charter’s Financial Advisors—Opinion of LionTree Advisors LLC—The Mergers” and attached as Annex J to this joint proxy statement/prospectus;

 

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