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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015|
Goldman Sachs held discussions with members of senior management of Charter regarding their assessment of the past and current business operations, financial condition and future prospects of BHN and Charter and the strategic rationale for, and the potential benefits of, the BHN transactions and the TWC transactions; reviewed the reported price and trading activity for the shares of Charter Class A common stock, compared certain financial and stock market information for Charter and certain financial information for the business of Bright House with similar financial and stock market information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the cable industry; and performed such other studies and analyses, and considered such other factors, as Goldman Sachs deemed appropriate.
For purposes of rendering its opinion, Goldman Sachs, with the consent of Charter, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, Goldman Sachs, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed, with the consent of the board of directors of Charter, that the forecasts and the synergies had been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Charter. Goldman Sachs did not make any independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of New Charter, Charter, BHN, TWC 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 BHN transactions (and, if the TWC transactions are consummated, the TWC transactions) will be obtained without any adverse effect on Charter, New Charter, Charter Holdings, BHN or TWC or on the expected benefits of the BHN transactions or the TWC transactions in any way meaningful to its analysis. Goldman Sachs assumed that the BHN transactions will be consummated on the terms set forth in the BHN contribution agreement, as amended, and the BHN/Liberty stockholders 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 TWC transactions are consummated, they 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 the transaction agreements and the amended and restated certificate of incorporation of New Charter (both as defined in the BHN/Liberty stockholders agreement) will reflect the terms and conditions set forth in the term sheet, without any amendments or modifications 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 BHN transactions, or the relative merits of the BHN 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 Charter, as of May 23, 2015, the date of Goldman Sachs opinion, and taking into account, among other things, the Liberty Broadband $700 million stock issuance and the tax receivables payments, of the BHN consideration to be paid by Charter and Charter Holdings pursuant to the BHN contribution agreement. Goldman Sachs did not express any view on, and its opinion did not address, any ongoing obligations of Charter, New Charter, Charter Holdings, any allocation of the BHN consideration, any other term or aspect of the BHN contribution agreement or the BHN transactions or any term or aspect of