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SEC Filings

PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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without giving effect to the TWC transactions, and (iv) fully diluted shares of Class A common stock of Combined New Charter/TWC/BHN anticipated to be outstanding as of December 31, 2019 giving effect to both the TWC transactions and the BHN transactions (under both the $100 cash consideration scenario and the $115 cash consideration scenario), in each case taking into account estimated share repurchases, all as provided by Charter’s management.

Goldman Sachs derived present values per share as of December 31, 2015 by applying discount rates ranging from 9.5% to 10.5%, reflecting an estimate of Charter and New Charter’s cost of equity, to the theoretical future values per share it derived as described above.

The illustrative value ranges as of December 31, 2015 derived from the foregoing analyses are as follows:

 

One share of Charter Class A common stock

$ 193-$232   

0.9042 of one share of Class A common stock of Combined New Charter/TWC, under the $100 cash consideration scenario

$ 198-$248   

0.9042 of one share of Class A common stock of Combined New Charter/TWC, under the $115 cash consideration scenario

$ 202-$256   

One share of Class A common stock of Combined New Charter/BHN

$ 206-$240   

0.9042 of one share of Class A common stock of Combined New Charter/TWC/BHN, under the $100 cash consideration scenario

$ 213-$261   

0.9042 of one share of Class A common stock of Combined New Charter/TWC/BHN, under the $115 cash consideration scenario

$ 209-$262   

Comparable Companies Analysis

Goldman Sachs calculated and compared (i) (a) the multiple of the transaction value, to which we refer as TV, of BHN based on the aggregate consideration proposed to be paid in the BHN transactions to the estimated 2015 EBITDA for BHN, as reflected in the forecasts, (b) the multiple of the TV of BHN based on the aggregate consideration proposed to be paid in the BHN transactions less the net present value as of December 31, 2015 (derived using a discount rate of 9.98%) of Charter management’s estimates of the tax savings anticipated to be realized from TWC’s existing tax attributes and the tax savings anticipated to be realized by New Charter from the step-up in basis expected to result from the BHN transactions, net of the tax receivables payments estimated by management of Charter to be payable by New Charter in connection with the realization of such benefits, as reflected in the forecasts, (c) the multiple of the TV of BHN based on the aggregate consideration proposed to be paid in the TWC transactions less the net present value as of December 31, 2015 (derived using a discount rate of 9.98%) of Charter management’s estimates of the tax savings anticipated to be realized from TWC’s existing tax attributes and the tax savings anticipated to be realized by New Charter from the step-up in basis expected to result from the BHN transactions, net of the tax receivables payments estimated by management of Charter to be payable by New Charter in connection with the realization of such benefits, as reflected in the forecasts, to estimated 2015 EBITDA for BHN, as reflected in the forecasts and giving effect to the synergies; (ii) (a) the multiple of the combined TV of TWC and BHN based on the aggregate consideration proposed to be paid in the TWC transactions and the BHN transactions, to estimated combined 2015 EBITDA for TWC and BHN, as reflected in the forecasts, (b) the multiple of the combined TV of TWC and BHN based on the aggregate consideration proposed to be paid in the TWC transactions and the BHN transactions less the net present value as of December 31, 2015 (derived using a discount rate of 9.98%) of Charter management’s estimates of the tax savings anticipated to be realized from TWC’s existing tax attributes and the tax savings anticipated to be realized by New Charter from the step-up in basis expected to result from the BHN transactions, net of the tax receivables payments estimated by management of Charter to be payable by New Charter in connection with the realization of such benefits, as reflected in the forecasts, to estimated combined 2015 EBITDA for TWC and BHN, as reflected in the forecasts, and (c) the multiple of the combined TV of TWC and BHN based on the aggregate consideration proposed to be paid in the TWC transactions and the BHN transactions less the net

 

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