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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015|
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 BHN transactions or the TWC 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 Charter, as of May 23, 2015, the date of the opinion, and taking into account, among others things, the Liberty 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. 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 BHN consideration was determined through arms-length negotiations between Charter and A/N 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 BHN 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 BHN 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 Charters board of directors and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex I 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, A/N 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 contribution agreement or the stockholders agreement. Goldman Sachs has acted as financial advisor to Charter in connection with, and has participated in certain of the negotiations leading to, the BHN transactions. Goldman Sachs has provided certain financial advisory and/or underwriting services to Charter and/or its affiliates from time to time for which its investment banking division has received, and may receive, compensation, including having acted as financial advisor to Charter in connection with the TWC transactions and providing Charter with commitments for incremental term loan, revolving credit and bridge loan facilities in connection with the consummation of the TWC transactions; as joint bookrunner in connection with a senior secured term loan due 2021 (aggregate principal amount $3.5 billion) provided to a subsidiary of Charter in September 2014; as joint bookrunner in connection with a public offering of 5.50% Senior Unsecured Notes due 2022 (aggregate principal amount of $1.5 billion) and 5.75% Senior Unsecured Notes due 2024 (aggregate principal amount $2.0 billion) by a subsidiary of Charter in November 2014; and as joint bookrunner in connection with a public offering of 5.125% Senior Unsecured Notes due 2023 (aggregate principal amount $1,150,000,000), 5.375% Senior Unsecured Notes due 2025 (aggregate principal amount $750,000,000) and 5.875% Senior Unsecured Notes due 2027 (aggregate principal amount $800,000,000) in April 2015. Goldman Sachs also has provided certain financial advisory and/or underwriting