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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015|
Company did not express any opinion as to the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation or consideration payable to any officers, directors or employees of any party to the transaction, or any class of such persons or any other party, relative to the merger consideration or otherwise. Allen & Company did not express any opinion as to 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 New Charter Class A common stock (or other securities of New Charter or any other entity) or TWC common stock would trade or otherwise be transferable at any time.
In addition, Allen & Company did not express any opinion as to any tax or other consequences that might result from the transaction or the related transactions, nor did its opinion address any legal, regulatory, tax or accounting matters, as to which Allen & Company understood that TWC obtained such advice as it deemed necessary from qualified professionals. Allen & Company assumed, with TWCs consent, that (i) the transaction and the related transactions would be consummated in accordance with their respective terms (including the terms of any commitment letters and related financing documents) and all applicable laws, documents and other requirements, without waiver, modification or amendment of any material term, condition or agreement, and (ii) all governmental, regulatory or other consents or approvals necessary for consummation of the transaction and the related transactions would be obtained without delay, limitation, restriction or condition, including any divestiture requirements, 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 its analyses or opinion. Allen & Company also assumed, with TWCs consent, that the transaction and the related transactions would have the tax treatment contemplated by the merger agreement. Allen & Company further assumed, with TWCs consent, that the final executed merger agreement would not differ in any material respect from the draft reviewed by Allen & Company.
Allen & Companys opinion is limited to the fairness, from a financial point of view and as of its opinion, to holders of TWC common stock (other than Charter, Liberty Broadband, Liberty Interactive and their respective affiliates) of the merger consideration (to the extent expressly specified in its opinion). Allen & Companys opinion did not address any other term, aspect or implication of the transaction, including, without limitation, the form or structure of the merger consideration or the transaction, any related transactions or any voting or other agreement, arrangement or understanding entered into in connection with the transaction, the related transactions or otherwise.
TWC selected Allen & Company to act as its financial advisor in connection with the transaction based on Allen & Companys reputation and experience. Allen & Company, as part of its investment banking business, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, private placements and related financings, negotiated underwritings, secondary distributions of listed and unlisted securities, and valuations for corporate and other purposes. In the ordinary course of business, Allen & Company as a broker-dealer and market maker and certain of its affiliates may invest or have long or short positions, either on a discretionary or non-discretionary basis, for their own account or for those of Allen & Company clients, in the debt and equity securities, or related derivative securities, of TWC, Charter, New Charter or their respective affiliates. The issuance of Allen & Companys opinion was approved by Allen & Companys fairness opinion committee.
In connection with Allen & Companys financial advisory services, TWC has agreed to pay Allen & Company an aggregate cash fee of $27.5 million, of which $7.5 million was payable upon delivery of Allen & Companys opinion to the TWC board of directors in connection with the transaction and $20 million is payable contingent upon consummation of the transaction. TWC also has agreed to reimburse Allen & Company for its reasonable expenses and to indemnify Allen & Company and related parties against certain liabilities, including liabilities under the federal securities laws, arising out of its engagement.