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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015|
Charter, New Charter, the transaction or the related transactions (including the contemplated benefits thereof) or that otherwise would be meaningful in any respect to Morgan Stanleys 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.
In addition, Morgan Stanley assumed that the final executed merger agreement would not differ in any respect material to its analysis or opinion from the draft merger agreement reviewed by it and that the transaction and the related transactions would be consummated in accordance with the terms set forth in the merger agreement and related documents (including commitment letters and related financing documents) and in accordance with all applicable laws and relevant documents or requirements without any waiver, amendment or delay of any terms or conditions, including, among other things, that the transaction and the related transactions would have the tax treatment contemplated by the merger agreement. Morgan Stanley also assumed that in connection with the receipt of all necessary governmental, regulatory or other approvals and consents required for the proposed transaction and the related transactions, no delays, limitations, conditions or restrictions, including any divestiture requirements, would be imposed that would have an adverse effect 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 Morgan Stanleys analysis or opinion. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of TWC and Charter and their respective legal, tax or regulatory advisors with respect to legal, tax, or regulatory matters.
Morgan Stanleys opinion was limited to and addressed only the fairness, from a financial point of view and as of the date of its opinion, of the merger consideration (to the extent expressly specified in its opinion). Morgan Stanley was not asked to, nor did its opinion address, any other term or aspect of the merger agreement or the transaction, including the structure or form of the merger consideration or the transaction, any related transactions, any voting agreement or other agreement, arrangement or understanding to be entered into in connection with or contemplated by the merger agreement, related documents or otherwise. In addition, Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of TWCs officers, directors or employees, or any class of such persons, relative to the merger consideration to be received by the holders of shares of TWC common stock in the transaction. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of TWC, Charter, New Charter or any other entity, nor was Morgan Stanley furnished with any such valuations or appraisals. Morgan Stanleys opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of, the date of its opinion. Events occurring after the date of its opinion may affect Morgan Stanleys opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion. In arriving at its opinion, Morgan Stanley was not authorized to, and it did not, undertake a third-party solicitation process on TWCs behalf with respect to an acquisition, business combination or other extraordinary transaction involving TWC. Morgan Stanleys opinion did not in any manner address the actual value of New Charter Class A common stock (or other securities of New Charter or any other entity) when issued in connection with the transaction or the prices at which TWC common stock or New Charter Class A common stock (or other securities of New Charter or any other entity) would trade or otherwise be transferable following consummation of the transaction or at any time. Morgan Stanleys opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with its customary practice.
TWC has agreed to pay Morgan Stanley for its financial advisory services in connection with the transaction an aggregate fee of $40 million, of which $7.5 million was paid upon delivery of its opinion and $32.5 million is