|Print Page Close Window|
|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015|
The TWC financial advisors were not requested to, and they did not, determine or recommend the specific consideration payable in the transaction or the related transactions or that any given consideration constituted the only appropriate consideration in the transaction and the related transactions. The type and amount of consideration payable in the transaction and the related transactions were determined through negotiations between TWC and Charter, and the decision to effect the transaction and the related transactions was solely that of the TWC board of directors. The TWC financial advisors financial analyses and respective opinions were only one of many factors considered by the TWC board of directors in its evaluation of the transaction and the related transactions and should not be viewed as determinative of the views of the TWC board of directors or management with respect to the transaction and the related transactions or the consideration payable in the transaction and the related transactions.
The following is a brief summary of the material financial analyses jointly prepared and reviewed with the TWC board of directors in connection with Allen & Companys, Citis and Morgan Stanleys respective opinions, each dated May 23, 2015. The summary set forth below does not purport to be a complete description of the financial analyses performed or factors considered by, and underlying the opinions of, Allen & Company, Citi and Morgan Stanley, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by Allen & Company, Citi and Morgan Stanley. Certain financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary as the tables alone do not constitute a complete description of the financial analyses. Considering the data in the tables below without considering all financial analyses or factors or the full narrative description of such analyses or factors, including the methodologies and assumptions underlying such analyses or factors, could create a misleading or incomplete view of the processes underlying the TWC financial advisors financial analyses and their respective opinions. None of TWC, Charter, Allen & Company, Citi, Morgan Stanley or any other person assumes responsibility if future results are different from those described, whether or not any such difference is material. For purposes of the financial analyses described below, (i) earnings before interest, taxes, depreciation and amortization, referred to as EBITDA, was calculated net of stock-based compensation and, except as otherwise noted below, the financial analyses relating to TWC and Charter took into account the present value of potential tax savings resulting from various tax attributes, such as net operating losses and step-ups in asset tax bases, collectively referred to as tax attributes, and (ii) the term implied merger consideration refers to an implied aggregate value equivalent to $194.84 per share based on merger consideration of $100 per share in cash and 0.5409 of a share of Charter Class A common stock, utilizing, for the stock portion of the consideration, the closing price per share of Charter Class A common stock on May 22, 2015 of $175.33. Allen & Company, Citi and Morgan Stanley noted that the merger consideration based on the optional election of $115 per share in cash and 0.4562 of a share of Charter Class A common stock, utilizing, for the stock portion of the consideration, such closing price per share of Charter Class A common stock, implied an aggregate value equivalent to $194.99 per share.
TWC Financial Analyses
Selected Public Companies Analysis
Allen & Company, Citi and Morgan Stanley performed a selected public companies analysis of TWC in which such TWC financial advisors reviewed certain financial and stock market information relating to TWC 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 TWC selected companies: