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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015|
Centerviews opinion was necessarily based on financial, economic, monetary, currency, market and other conditions and circumstances as in effect on, and the information made available to Centerview as of, the date of its opinion, and Centerview does not have any obligation or responsibility to update, revise or reaffirm its opinion based on circumstances, developments or events occurring after the date of its opinion. Centerview expressed no view or opinion as to what the value of New Charter Class A common stock (or other securities of New Charter or any other entity) actually would be when issued pursuant to 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 at any time, including following announcement or consummation of the transaction and the related transactions. The issuance of Centerviews opinion was approved by Centerviews fairness opinion committee.
Centerview is a securities firm engaged directly and through affiliates and related persons in a number of investment banking financial advisory and merchant banking activities. In the past two years prior to the date of its opinion, Centerview provided investment banking or similar services to TWC for which it received compensation, including in connection with the previously announced and terminated Comcast-TWC merger agreement. During such two-year period, Centerview received for such services an aggregate fee of $8 million from TWC. In the past two years prior to the date of its opinion, Centerview had not provided investment banking or similar services to Charter for which Centerview received compensation. Centerview may provide investment banking and other services to or with respect to TWC, Charter, New Charter or their respective affiliates or entities in which they have investments in the future, for which it may receive compensation. Certain (i) of Centerviews and its affiliates directors, officers, members and employees, or family members of such persons, (ii) of Centerviews affiliates or related investment funds and (iii) investment funds or other persons in which any of the foregoing may have financial interests or with which they may co-invest, may at any time acquire, hold, sell or trade, in debt, equity and other securities or financial instruments (including derivatives, bank loans or other obligations) of, or investments in, TWC, Charter, New Charter or any of their respective affiliates, or any other party that may be involved in the transaction or the related transactions.
The TWC independent directors selected Centerview as its financial advisor in connection with the transaction based on Centerviews reputation and experience. Centerview is a nationally recognized investment banking firm that has substantial experience in transactions similar to the transaction.
In connection with Centerviews services as the TWC independent directors financial advisor, TWC has agreed to pay Centerview an aggregate fee of $27.5 million, of which $7.5 million is payable in connection with its engagement, $7.5 million was paid upon the rendering of Centerviews opinion and $12.5 million is payable contingent upon consummation of the transaction. In addition, TWC has agreed to reimburse certain of Centerviews expenses arising, and indemnify against Centerview and related parties against certain liabilities, including under federal securities laws, that may arise, out of its engagement.
Summary of Centerview Financial Analysis
In connection with the rendering of its opinion to the TWC board of directors, Centerview performed a variety of financial and comparative analyses which are summarized below. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to summary description. Centerview arrived at its opinion based on the results of all analyses undertaken and assessed as a whole, and it did not draw, in isolation, conclusions from or with regard to any one factor or methods of analysis. Accordingly, Centerview believes that the financial analyses and this summary must be considered as a whole.
In performing its financial analyses, Centerview considered industry performance, general business, economic, market and financial conditions and other matters existing as of the date of its opinion, many of which