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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015|
liabilities) of TWC, Charter, New Charter, Bright House or any of their respective subsidiaries and Goldman Sachs was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the TWC transactions (and, if the BHN transactions are consummated, the BHN transactions) will be obtained without any adverse effect on Charter, TWC or Bright House, or on the expected benefits of the TWC transactions or the BHN transactions in any way meaningful to its analysis. Goldman Sachs assumed that the TWC transactions will be consummated on the terms set forth in the merger agreement, the Liberty contribution agreement and the Liberty investment agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis. Goldman Sachs also assumed that, if the BHN transactions are consummated, they will be consummated on the terms set forth in the BHN contribution agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.
Goldman Sachs opinion did not address the underlying business decision of Charter to engage in the TWC transactions, or the relative merits of the TWC transactions as compared to any strategic alternatives that may be available to Charter; nor did it address any legal, regulatory, tax or accounting matters. Goldman Sachs opinion addressed only the fairness from a financial point of view to the holders (other than the Liberty-related entities and TWC and their respective affiliates) of Charter Class A common stock, as of May 23, 2015, the date of Goldman Sachs opinion and taking into account the TWC Acquisition, of the Parent Merger Exchange Ratio pursuant to the merger agreement. Goldman Sachs did not express any view on, and its opinion did not address, any other term or aspect of the merger agreement or the TWC transactions or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the TWC transactions, including the fairness of the TWC transactions to, or any consideration received in connection therewith by, the holders of any class of securities, creditors, or other constituencies of Charter; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Charter, New Charter or TWC, or any class of such persons in connection with the TWC transactions, whether relative to the Parent Merger Exchange Ratio pursuant to the merger agreement or otherwise. Goldman Sachs did not express any opinion as to the prices at which the shares of New Charter Class A common stock will trade at any time or as to the impact of the TWC transactions or the BHN transactions on the solvency or viability of Charter, New Charter, TWC or Bright House or the ability of Charter, New Charter, TWC or Bright House to pay their respective obligations when they come due. Goldman Sachs opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, May 23, 2015, the date of its opinion, and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. Goldman Sachs advisory services and opinion were provided for the information and assistance of the board of directors of Charter in connection with its consideration of the TWC transactions and its opinion does not constitute a recommendation as to how any holder of Charter Class A common stock should vote with respect to any portion of the TWC transactions or any other matter. Goldman Sachs opinion was approved by a fairness committee of Goldman Sachs.
The following is a summary of the material financial analyses presented by Goldman Sachs to the board of directors of Charter on May 23, 2015 in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before May 21, 2015 and is not necessarily indicative of current market conditions.