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PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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meaning of Section 368(a) of the Code and the regulations promulgated thereunder. LionTree’s opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information available to LionTree as of, the date thereof, and did not address any legal, regulatory, taxation, or accounting matters.

In rendering its opinion, LionTree assumed, with the consent of the Charter board of directors, that (i) the final executed form of the merger agreement and the final executed form of the amendment to the BHN contribution agreement would not differ in any material respect from the drafts that LionTree reviewed, (ii) the representations and warranties of the parties to such agreements were true and correct in all material respects, (iii) the parties to such agreements will comply with and perform all material covenants and agreements required to be complied with or performed by such parties under such agreements, and (iv) the transactions will be consummated in accordance with the terms of such agreements without any adverse waiver or amendment of any material term or condition thereof. LionTree also assumed, with the consent of the Charter board of directors, that all governmental, regulatory or other consents and approvals necessary for the consummation of the transactions will be obtained without any material adverse effect on Charter, TWC, Bright House, or the transactions.

LionTree’s opinion was provided for the benefit of the Charter board of directors (in its capacity as such) in connection with, and for the purpose of, its evaluation of the transactions.

LionTree’s opinion did not address the relative merits of the transactions or any related transaction as compared to other business strategies or transactions that might be available to Charter or Charter’s underlying business decision to effect the transactions or any related transaction. LionTree was not asked to, nor did it, offer any opinion as to the terms (other than the BHN consideration to the extent expressly specified in its opinion) of the BHN contribution agreement or any related documents, or the form of the transactions or any related transaction. LionTree was not asked to, nor did LionTree, offer any opinion with respect to any post-closing adjustments to the merger consideration or the BHN consideration or any portion thereof (in each case, whether as a result of any working capital adjustment, indemnification obligations, or otherwise), any ongoing obligations of Charter or any of its affiliates (including any obligations with respect to governance, appraisal rights, preemptive rights, voting, registration rights, or otherwise, contained in any agreement related to the transactions, including the BHN contribution agreement or the transaction agreements (as defined in the BHN contribution agreement)), any allocation of the merger consideration or the BHN consideration (or any portion thereof), the fair market value of TWC, Bright House, or the assets to be acquired pursuant to the BHN contribution agreement, or any other term or aspect of the merger agreement or the BHN contribution agreement or the transactions or any term or aspect of any other agreement or instrument contemplated by these agreements or entered into or amended in connection with the transactions, including the fairness of the transactions to, or any consideration received in connection therewith by, the holders of any class of securities, creditors, or other constituencies of Charter, Bright House, or TWC. In particular, LionTree was not asked to, nor did LionTree, offer any opinion as to (i) the terms of the transactions between Liberty and its affiliates, on the one hand, and Charter and its affiliates, on the other hand, that are contemplated by the merger agreement or the BHN contribution agreement, (ii) the terms of the BHN/Liberty stockholders agreement or any of the other transaction agreements (as defined in the BHN contribution agreement), or (iii) the terms of the contemplated amendments to Charter’s certificate of incorporation. In addition, LionTree expressed no opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors or employees of any parties to the transactions, or any class of such persons, relative to the merger consideration or the BHN consideration. LionTree expressed no opinion as to what the value of the equity to be issued to A/N in connection with the BHN transactions (or any portion thereof) or any New Charter Class A common stock will be when issued in connection with the transactions or the prices at which the equity to be issued to A/N in connection with the BHN transactions (or any portion thereof), Charter Class A common stock, or TWC common stock will trade at any time.

 

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