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SEC Filings

PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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    trading prices for Charter Class A common stock during the 52-week period ended May 22, 2015, which ranged from approximately $140 to $193 per share, as compared to the closing price of Charter Class A common stock of $175.33 per share on May 22, 2015;

 

    historical trading prices for TWC common stock and Charter Class A common stock from February 12, 2014 to May 22, 2015 as compared to the Standard & Poor’s 500 index, which indicated that trading prices for TWC common stock and Charter Class A common stock and the Standard & Poor’s 500 index increased by approximately 26.5%, 27.4% and 16.9%, respectively, over such period;

 

    historical exchange ratios for TWC common stock (less $100) and Charter Class A common stock from May 22, 2013 to May 22, 2015, which indicated (i) an implied exchange ratio as of May 22, 2015 of approximately 0.406x, (ii) six-month, one-year and two-year (as of May 22, 2015) average implied exchange ratios of approximately 0.292x, 0.292x and 0.237x, respectively, and (iii) low to high implied exchange ratios over the two-year period ended May 22, 2015 of approximately (0.062x) to 0.406x, as compared to the exchange ratio for the stock portion of the merger consideration of 0.541x;

 

    publicly available stock price targets of selected research analysts for TWC common stock and Charter Class A common stock, which indicated standalone stock price targets for TWC common stock of $138 to $180 per share and standalone stock price targets for Charter Class A common stock of $148 to $205 per share; and

 

    illustrative pro forma financial effects of the transaction on, among other things, Charter’s calendar years 2016 and 2017 estimated levered free cash flow per share based on, in the case of TWC, the TWC forecasts and, in the case of Charter, the Charter forecasts (including the financial forecasts and other estimates reflected in the Charter forecasts relating to Bright House prepared by the management of Charter) after taking into account potential synergy phasing and run-rate cost synergies anticipated by the managements of TWC and Charter to result from the transaction which, based on the implied merger consideration of $194.84 and the closing price of Charter Class A common stock on May 22, 2015 of $175.33 per share, indicated that the transaction could be accretive to Charter’s calendar years 2016 and 2017 estimated levered free cash flow per share. Actual results achieved by the combined company may vary from forecasted results and variations may be material.

Opinions of Charter’s Financial Advisors

Opinion of Goldman, Sachs & Co. Rendered in Connection with the TWC Transactions

On May 23, 2015, at a meeting of the board of directors of Charter, Goldman Sachs rendered its oral opinion, subsequently confirmed in writing, to the effect that, as of May 23, 2015, based upon and subject to the factors and assumptions set forth in Goldman Sachs’ written opinion, and taking into account the TWC Acquisition (as defined below), the Parent Merger Exchange Ratio pursuant to the merger agreement was fair from a financial point of view to the holders (other than Liberty Broadband and affiliates of a significant shareholder of Liberty Broadband, which we refer to, collectively, as the Liberty-related entities, and TWC and each of their respective affiliates) of shares of Charter Class A common stock. For purposes of Goldman Sachs’ opinion, “TWC Acquisition” was defined as the acquisition of all of the outstanding shares of common stock of TWC for consideration consisting of cash and shares of New Charter Class A common stock pursuant to the mergers and transactions contemplated by the merger agreement and the Liberty contribution agreement, together with the investment by Liberty Broadband of $4.3 billion in cash in New Charter in exchange for shares of New Charter Class A common stock as contemplated by the Liberty investment agreement.

The full text of the written opinion of Goldman Sachs, dated May 23, 2015, which sets forth the assumptions made, procedures followed, matters considered, qualifications and limitations on the review undertaken in connection with the opinion, is attached to this joint proxy statement/prospectus as Annex H. The summary of Goldman Sachs’ opinion provided in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of Goldman Sachs’ written opinion. Goldman Sachs’ advisory

 

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