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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
Entire Document

Table of Contents
TV/2015E EBITDA    Selected Transactions (TV/Forward EBITDA)




(TV Adjusted for

Tax Assets)

   TWC and BHN    TWC and BHN
(TV Adjusted for
Tax Assets)
(TV Adjusted for
Tax Assets)
9.4x    9.2x    9.1x    8.9x    8.3x/8.1x/7.1x    7.9x/7.1x/5.9x


The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Charter, New Charter, TWC or BHN (except TWC as compared to itself) or to the TWC transactions or the BHN transactions.

Goldman Sachs prepared these analyses for purposes of providing its opinion to the board of directors of Charter as to the fairness from a financial point of view to the holders of shares of Charter Class A common stock (other than the Liberty-related entities and TWC and their respective affiliates), as of May 23, 2015, the date of the opinion, and taking into account the TWC Acquisition, of the Parent Merger Exchange Ratio pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon projections of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Charter, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The Parent Merger Exchange Ratio was determined through arm’s-length negotiations between Charter and TWC and was approved by the board of directors of Charter. Goldman Sachs provided advice to Charter during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to Charter or that any specific amount of consideration constituted the only appropriate consideration for the TWC transactions.

As described above, Goldman Sachs’ opinion was one of many factors taken into consideration by the board of directors of Charter in considering the TWC transactions. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the delivery of its fairness opinion to Charter’s board of directors and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex H to this joint proxy statement/prospectus.

Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of Charter, New Charter, TWC and any of their respective affiliates and third parties, including the Liberty-related entities, or any currency or commodity that may be involved in the transactions contemplated by the merger agreement, the Liberty contribution agreement and the Liberty investment agreement for the accounts of Goldman Sachs and its affiliates and their customers. Goldman Sachs has acted as financial advisor to Charter in connection with, and has participated in certain of the negotiations leading to, the TWC transactions. At the request of the board of directors of Charter, affiliates of