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SEC Filings

PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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and the following three selected companies that such TWC financial advisors in their professional judgment deemed generally relevant for comparative purposes as publicly traded companies in the cable industry, referred to as the Charter selected companies:

 

    Comcast Corporation (cable business)

 

    Cablevision Systems Corporation

 

    Time Warner Cable Inc.

The TWC financial advisors reviewed, among other things, aggregate enterprise values (calculated as fully-diluted market capitalization as of May 22, 2015 plus total debt, plus minority interests, less cash and cash equivalents, less non-cable assets and less tax attributes) as a multiple of estimated EBITDA. The overall low to high next 12 months estimated EBITDA multiples observed for the Charter selected companies as of May 22, 2015 (the last trading day prior to the date on which the TWC board of directors approved the proposed mergers) were 7.0x to 8.3x. The next 12 months estimated EBITDA multiple as of May 22, 2015 observed for Charter was 9.2x. The TWC financial advisors noted that the overall low to high next 12 months estimated EBITDA multiples as of February 11, 2014 (the last trading day prior to the date on which the TWC board of directors approved the proposed merger between TWC and Comcast Corporation) and overall low to high next 12 months estimated EBITDA multiples as of June 13, 2013 (the last trading day prior to published reports initially speculating a potential acquisition proposal by Charter for TWC) observed for the Charter selected companies were 7.2x to 7.9x and 6.0x to 7.5x, respectively. The TWC financial advisors also noted that the next 12 months estimated EBITDA multiple as of February 11, 2014 and next 12 months estimated EBITDA multiple as of June 13, 2013 observed for Charter were 8.9x and 8.2x, respectively. The TWC financial advisors then applied a selected range of estimated EBITDA multiples of 8.0x to 9.0x to Charter’s next 12 months (as of May 22, 2015) estimated EBITDA. Financial data of the Charter selected companies were based on Wall Street research consensus estimates, public filings and other publicly available information. Financial data of Charter was based on the Charter forecasts, Wall Street research consensus estimates, public filings and other publicly available information.

This analysis indicated the following approximate implied per share equity value reference range for Charter Class A common stock as compared to the closing price of Charter Class A common stock on May 22, 2015:

 

Charter Implied Per Share Equity

Value Reference Range

  

Charter Closing Stock Price

$142 – $172    $175.33

No company or business used in this analysis is identical to Charter and, accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial characteristics and operating characteristics that could affect the public trading or other values of the companies or businesses to which Charter was compared.

 

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