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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015|
Centerview reviewed, among other things, aggregate enterprise values (calculated as fully-diluted market capitalization as of May 22, 2015 plus total debt, plus minority interests, less cash and cash equivalents, less non-cable assets and less tax attributes) as a multiple of estimated EBITDA. The overall low to high next 12 months estimated EBITDA multiples observed for the TWC selected companies as of May 22, 2015 (the last trading day prior to the date on which the TWC board of directors approved the proposed mergers) were 7.0x to 9.2x. The next 12 months estimated EBITDA multiple as of May 22, 2015 observed for TWC was 8.3x. Centerview also noted that the overall low to high next 12 months estimated EBITDA multiples observed for the TWC selected companies as of February 11, 2014 (the last trading day prior to the date on which the TWC board of directors approved the proposed merger between TWC and Comcast Corporation) were 7.9x to 8.8x. Centerview also noted that the next 12 months estimated EBITDA multiple as of February 11, 2014 observed for TWC was 7.1x. Centerview then applied a selected range of estimated EBITDA multiples of 6.75x to 7.75x to TWCs next 12 months (as of May 22, 2015) estimated EBITDA. Financial data of the TWC selected companies and TWC were based on Wall Street research consensus estimates, public filings and other publicly available information.
This analysis indicated the following approximate implied per share equity value reference range for TWC common stock as compared to the implied merger consideration:
No company or business used in this analysis is identical to TWC and, accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial characteristics and other factors that could affect the public trading or other values of the companies or businesses to which TWC was compared.
Selected Precedent Transactions Analysis
Centerview performed a selected precedent transactions analysis of TWC in which Centerview reviewed publicly available financial terms of the following 11 selected transactions in the cable industry that Centerview in its professional judgment deemed generally relevant for comparative purposes, referred to as the selected transactions: