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PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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LionTree’s opinion was directed to the Charter board of directors and only addressed the fairness, from a financial point of view, to Charter of the merger consideration to be paid for the shares of TWC common stock pursuant to the merger agreement and did not address any other aspect or implication of the mergers. The summary of LionTree’s opinion in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is included as Annex J to this joint proxy statement/prospectus and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by LionTree in preparing its opinion. However, neither LionTree’s opinion nor the summary of its opinion and the related analyses set forth in this joint proxy statement/prospectus constitute a recommendation to any stockholder as to how such stockholder should vote or act on any matter relating to the mergers or any other matter.

In arriving at its opinion, LionTree, among other things:

 

    reviewed (A) a draft of the merger agreement, (B) a draft of the amendment to the BHN contribution agreement, (C) the BHN contribution agreement prior to such amendment, and (D) a draft of the BHN/Liberty stockholders agreement;

 

    reviewed certain publicly available business and financial information relating to TWC, Bright House, and Charter;

 

    reviewed certain internal financial estimates and other data relating to the business and financial prospects of Charter, TWC and Bright House that were provided to LionTree by the management of Charter and not publicly available, including financial forecasts and estimates for the fiscal year ending 2015 (and, with respect to Bright House, also for the fiscal year ended 2014);

 

    reviewed certain internal financial information and other data relating to the business and financial prospects of Charter, after giving pro forma effect to (A) the mergers and (B) the mergers and the BHN transactions, in each case, that were provided to LionTree (and prepared) by the management of Charter and not publicly available, including financial forecasts and estimates for the fiscal years ending 2015 through 2019 (as well as certain estimates for utilization of tax assets beyond 2019 through the full utilization of such tax assets);

 

    reviewed certain estimates of dis-synergies and synergies, in each case, for (A) the fiscal years ending 2016 through 2019 with respect to Charter and TWC, (B) the fiscal years ending 2016 through 2019 with respect to Charter, TWC, and Bright House, and (C) the fiscal years ending 2014 and 2015 with respect to Charter and Bright House, which we refer to collectively in this section as the transaction effects, prepared by Charter management;

 

    conducted discussions with members of the senior management of Charter, Bright House and TWC concerning the business and financial prospects of Charter, Bright House and TWC, respectively, as well as the transaction effects;

 

    reviewed current and historical market prices of Charter’s Class A common stock and TWC’s common stock;

 

    reviewed certain publicly available financial and stock market data with respect to certain other companies LionTree believed to be generally relevant;

 

    compared certain financial terms of the mergers and the BHN transactions with the publicly available financial terms of certain other transactions LionTree believed to be generally relevant;

 

    reviewed certain pro forma effects relating to the mergers and the BHN transactions, including the effects of anticipated financings, prepared by Charter management; and

 

    conducted such other financial studies, analyses and investigations, and considered such other information, as LionTree deemed necessary or appropriate.

 

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