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PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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    reviewed TWC’s Annual Reports on Form 10-K for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, and Charter’s Annual Reports on Form 10-K for the years ended December 31, 2014, December 31, 2013 and December 31, 2012;

 

    reviewed certain interim reports to stockholders and Quarterly Reports on Form 10-Q of TWC and Charter;

 

    reviewed certain publicly available research analyst reports for TWC and Charter;

 

    reviewed certain other communications from TWC and Charter to their respective stockholders;

 

    reviewed certain publicly available and other business and financial information relating to TWC provided to or otherwise discussed with Centerview by the management of TWC, including the TWC forecasts;

 

    reviewed certain publicly available and other business and financial information relating to Charter provided to or otherwise discussed with Centerview by the management of Charter, including the Charter forecasts;

 

    reviewed the potential pro forma financial impact of the transaction and the related transactions (including the BHN transactions) on the future financial performance of New Charter;

 

    conducted discussions with members of the senior management and representatives of TWC and Charter regarding their assessments of the TWC forecasts and the Charter forecasts and the strategic rationale for the transaction and the related transactions, including estimates of the management of Charter as to potential cost savings and other benefits anticipated by the management of Charter to be realized from the transaction and related transactions, such estimates referred to as the synergies;

 

    reviewed publicly available financial and stock market data, including valuation multiples, for TWC and Charter and compared that data with similar data for certain other companies, the securities of which are publicly traded, in lines of business that Centerview deemed relevant;

 

    compared certain of the proposed financial terms of the transaction with the financial terms, to the extent publicly available, of certain other transactions that Centerview deemed relevant; and

 

    conducted such other financial studies and analyses and took into account such other information as Centerview deemed appropriate.

Centerview assumed, without independent verification or any responsibility therefor, the accuracy and completeness of the financial, legal, regulatory, tax, accounting and other information supplied to, discussed with, or reviewed by Centerview for purposes of its opinion and, with TWC’s consent, relied upon such information as being complete and accurate. In that regard, Centerview assumed, at TWC’s direction, that the TWC forecasts that Centerview was directed to utilize for purposes of its analyses were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of TWC as to the matters covered thereby, that the publicly available financial information reflected in the Charter forecasts that Centerview was directed by the management of Charter to utilize for purposes of its analyses reflected reasonable judgments and estimates as to, and were a reasonable basis upon which to evaluate, the future financial performance of Charter and 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 synergies were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Charter, and Centerview relied, at TWC’s direction, on the TWC forecasts, the Charter forecasts, the synergies and such financial forecasts and other estimates relating to Bright House for purposes of its analysis and opinion. Centerview also assumed, at TWC’s direction, that the financial results reflected in the TWC forecasts, the Charter forecasts and the other information and data utilized in Centerview’s analysis would be realized in the amounts and at the times projected. Centerview expressed no view or opinion as to any such forecasts or other information or data, including the TWC forecasts, the Charter forecasts, the synergies or financial forecasts or other estimates relating to Bright House, or the assumptions on which they

 

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