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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015|
Board of Directors
Charter Communications, Inc.
May 23, 2015
Our opinion does not address the underlying business decision of the Company to engage in the BH Transaction, or the relative merits of the BH Transaction as compared to any strategic alternatives that may be available to the Company; nor does it address any legal, regulatory, tax or accounting matters. This opinion addresses only the fairness from a financial point of view to the Company, as of the date hereof and taking into account, among others things, the Issuance and the Tax Receivables Payments, of the Aggregate Consideration to be paid by Charter Holdco and New Charter for the Bright House Business pursuant to the Agreement. We do not express any view on, and our opinion does not address, any ongoing obligations of the Company, New Charter, Charter Holdco, any allocation of the Aggregate Consideration, any other term or aspect of the Agreement or the BH Transaction or any other agreement or Instrument contemplated by the Agreement or entered into or amended in connection with the BH Transaction, including, the fairness of the BH Transaction to, or any consideration received in connection therewith by, the holders of any class of securities, creditors, or other constituencies of the Company; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company or Bright House, or any class of such persons in connection with the BH Transaction, whether relative to the Aggregate Consideration to be paid by Charter Holdco and New Charter for the Bright House Business in accordance with the Agreement or otherwise. We are not expressing any opinion as to the prices at which shares of Company Common Stock or the shares of Class A common stock, par value $0.001 per share, of New Charter (New Charter Common Stock) will trade at any time or as to the impact of the BH Transaction or the TWC Transaction on the solvency or viability of the Company, New Charter, Charter Holdco, Bright House, the Bright House Business, A/N or TWC or the ability of the Company, New Charter, Charter Holdco, Bright House, the Bright House Business, A/N or TWC to pay their respective obligations when they come due. Our opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof and we assume no responsibility for updating, revising or reaffirming this opinion based on circumstances, developments or events occurring after the date hereof. Our advisory services and the opinion expressed herein are provided for the Information and assistance of the Board of Directors of the Company in connection with its consideration of the BH Transaction and such opinion does not constitute a recommendation as to how any holder of shares of Company Common Stock should vote with respect to the BH Transaction or any other matter. This opinion has been approved by a fairness committee of Goldman, Sachs & Co.
Based upon and subject to the foregoing, it is our opinion that, as of the date hereof and taking into account, among other things, the Issuance and the Tax Receivables Payments, the Aggregate Consideration to be paid by Charter Holdco and New Charter for the Bright House Business pursuant to the Agreement is fair from a financial point of view to the Company.
Very truly yours,