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PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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other independent accountants, have compiled, examined, or performed any procedures with respect to the TWC Forecasts, nor have they expressed any opinion or any other form of assurance on the TWC Forecasts or the achievability of the results reflected in the TWC Forecasts, and they assume no responsibility for, and disclaim any association with, the TWC Forecasts. Ernst & Young LLP reports incorporated by reference into this joint proxy statement/prospectus relate to TWC’s historical financial information, respectively. They do not extend to the prospective financial information and should not be read to do so. Certain of the financial projections set forth herein may be considered non-GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used in the TWC Forecasts may not be comparable to similarly titled amounts used by other companies or persons.

For the reasons described above, readers of this joint proxy statement/prospectus are cautioned not to place undue, if any, reliance on the TWC Forecasts. TWC has not made any representation to the other or any other person in the merger agreement concerning any of the TWC Forecasts.

The information about the TWC Forecasts set forth above does not give effect to the mergers and also does not take into account the effect of any failure of the mergers to be consummated.

Charter Forecasts

Charter does not as a matter of course make public forecasts as to future performance, earnings or other results, and Charter is especially reluctant to disclose forecasts for extended periods due to the unpredictability of the underlying assumptions and estimates. However, in connection with the Charter board of directors’ consideration of its recommendation with respect to transactions described in this joint proxy statement/prospectus, in May 2015, Charter provided to the Charter board of directors and Charter’s financial advisors non-public, internal financial forecasts regarding Charter’s, TWC’s and Bright House’s anticipated future operations for fiscal years 2015 to 2019. The internal financial forecasts were not prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts. Neither Charter’s independent registered public accounting firm, nor any other independent accountants, have examined, compiled or otherwise applied procedures to the financial forecasts presented herein and, accordingly, do not express an opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information. The reports of Charter’s independent registered public accounting firm incorporated by reference in this joint proxy statement/prospectus relate to Charter’s historical financial information. They do not extend to the prospective financial information and should not be read to do so. The summary of these internal financial forecasts is not being included in this joint proxy statement/prospectus to influence Charter stockholders’ decision whether to vote for the proposals being presented at the Charter special meeting, but for informational purposes because these internal financial forecasts were considered by the Charter board of directors and financial advisors for purposes of evaluating the transactions described in this joint proxy statement/prospectus.

These internal financial forecasts were prepared by Charter from July 2014 through March 2015 in respect of the BHN transactions and in May 2015 in respect of the TWC transactions, with May 2015 updates for the BHN transactions forecasts relating to the TWC transactions using numerous variables and assumptions, based upon the information available to Charter at those times. When the internal financial forecasts were prepared, Charter management had not completed its diligence with respect to the TWC transactions. Charter management used audited financial statements for the year ended December 31, 2014 for TWC and Bright House, as well as other public information available for TWC. The Charter assets were assumed to develop financially consistent with its internal plans. Forecasts for revenue, Adjusted EBITDA and capital expenditures for TWC and Bright House were based on the assumption that Charter’s operating strategy will be implemented at TWC and Bright House. Therefore the historical financial development of Charter, during the 2012-2015 timeframe, and Charter’s expectation for the future financial development of Charter systems, served as a guideline for the TWC and

 

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