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PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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forecasts, and certain information relating to potential strategic and operational benefits (including the amount, timing and achievability of potential cost savings) anticipated by the management of Charter to result from the transaction and the related transactions;

 

    reviewed the financial terms of the transaction as set forth in the merger agreement in relation to, among other things, current and historical market prices and trading volumes of TWC common stock and Charter Class A common stock; the historical and projected earnings and other operating data of TWC and Charter; and the capitalization and financial condition of TWC and Charter;

 

    considered, to the extent publicly available, the financial terms of certain other transactions which Citi considered relevant in evaluating the transaction;

 

    analyzed certain financial, stock market and other publicly available information relating to the businesses of other companies whose operations Citi considered relevant in evaluating those of TWC and Charter;

 

    evaluated certain potential pro forma financial effects of the transaction and the related transactions (including the BHN transactions) on New Charter; and

 

    conducted such other analyses and examinations and considered such other information and financial, economic and market criteria as Citi deemed appropriate in arriving at its opinion.

In rendering its opinion, Citi assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with Citi and upon the assurances of the managements of TWC and Charter that they were not aware of any relevant information that had been omitted or that remained undisclosed to Citi. With respect to the TWC forecasts that Citi was directed by the management of TWC to utilize for purposes of its analyses, Citi was advised by such management and Citi assumed, with TWC’s consent, that they were reasonably prepared on bases reflecting the best currently available estimates and judgments of such management as to the future financial performance of TWC and the other matters covered thereby. With respect to the publicly available financial forecasts and other information and data reflected in the Charter forecasts that Citi was directed by the management of Charter to utilize for purposes of its analyses, Citi assumed, with TWC’s consent, that they reflected reasonable estimates and judgments as to, and were a reasonable basis upon which to evaluate, the future financial performance of Charter and the other matters covered thereby. Citi also was advised and Citi assumed, with TWC’s consent, that the financial forecasts and other estimates reflected in the Charter forecasts relating to Bright House prepared by the management of Charter, the net operating losses and other tax attributes of Charter and the potential cost savings and other benefits anticipated by such management to result from the transaction and the related transactions, including the amount, timing and achievability thereof, were reasonably prepared and reflected such management’s best currently available estimates and judgments. Citi further assumed, with TWC’s consent, that the financial results reflected in the TWC forecasts, the Charter forecasts and the other information and data utilized in its analyses would be realized at the times and in the amounts projected. Citi assumed, with TWC’s consent, that there would be no developments with respect to any of the following matters that would have an adverse effect in any material respect on TWC, Charter, New Charter, the transaction or the related transactions (including the contemplated benefits thereof) or that otherwise would be meaningful in any respect to Citi’s analyses or opinion: (i) the related transactions, including the timing thereof and assets, liabilities and financial and other terms involved; (ii) the potential impact on TWC, Charter and New Charter of market and other trends in and prospects for, and governmental, regulatory and legislative policies and matters relating to or affecting, the cable industry; (iii) existing and future relationships, agreements and arrangements with, and the ability to attract and retain, content providers and customers; and (iv) the ability to integrate the businesses of TWC and Charter.

Citi did not make nor was provided with an independent evaluation or appraisal of the assets or liabilities (contingent, off-balance sheet or otherwise) of TWC, Charter, New Charter or any other entity nor did Citi make any physical inspection of the properties or assets of TWC, Charter, New Charter or any other entity. Citi

 

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