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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015|
The Board of Directors
Time Warner Cable Inc.
May 23, 2015
Stock at a per share purchase price of $176.95 and (iii) Charter, New Charter and the other parties thereto will enter into certain amended agreements relating to the proposed acquisition by Charter or its affiliates of Bright House Networks, LLC (Bright House and such, acquisition and related transactions, the Bright House Acquisition), and, in connection therewith, Liberty Broadband will commit to invest an additional $700 million upon consummation of the Bright House Acquisition. The foregoing transactions, together with the Charter Merger and the other transactions contemplated by the Merger Agreement (other than the First TWC Merger and the Second TWC Merger), are collectively referred to as the Related Transactions. The terms and conditions of the Transaction and the Related Transactions are more fully described in the Merger Agreement and related documents.
As you know, Allen & Company LLC (Allen) has acted as financial advisor to TWC in connection with the proposed Transaction and has been asked to render an opinion to the Board of Directors of TWC (the Board) as to the fairness, from a financial point of view, to holders of TWC Common Stock (other than Charter, the Liberty Entities and their respective affiliates) of the TWC Merger Consideration. For such services, TWC has agreed to pay to Allen a separate cash fee contingent upon consummation of the Transaction (the Transaction Fee) and TWC also has agreed to pay Allen a cash fee upon delivery of this opinion (the Opinion Fee). No portion of the Opinion Fee is contingent upon either the conclusion expressed in this opinion or successful consummation of the Transaction. TWC also has agreed to reimburse Allens reasonable expenses and to indemnify Allen against certain liabilities arising out of our engagement.
Allen, as part of our investment banking business, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, private placements and related financings, bankruptcy reorganizations and similar recapitalizations, negotiated underwritings, secondary distributions of listed and unlisted securities, and valuations for corporate and other purposes. Allen in the past has provided, currently is providing and in the future may provide investment banking services to TWC, Charter, New Charter and/or certain of their respective affiliates or entities in which they have investments, for which services Allen has received and/or may receive compensation, including during the two-year period prior to the date hereof, having acted or acting (i) as financial advisor to TWC in connection with certain merger and acquisition transactions or matters, including with respect to Charters unsolicited acquisition proposal for TWC publicly disclosed in 2014 and TWCs previously announced and terminated transaction with Comcast Corporation, and (ii) as financial advisor to certain affiliates of Charter, including Liberty Interactive, in connection with certain merger and acquisition transactions or matters. Also, as you are aware, a managing director of Allen (who is not a member of the deal team for the Transaction) is a member of the board of directors of Liberty Global plc and Discovery Communications, Inc. In the ordinary course, Allen as a broker-dealer and market maker and certain of Allens affiliates may have long or short positions, either on a discretionary or non-discretionary basis, for Allens own account or for those of Allens clients, in the debt and equity securities (or related derivative securities) of TWC, Charter, New Charter or their respective affiliates. The issuance of this opinion has been approved by Allens fairness opinion committee.
Our opinion as expressed herein reflects and gives effect to our general familiarity with TWC and Charter as well as information which we received during the course of this assignment, including information provided by the managements of TWC and Charter in the course of discussions relating to the Transaction as more fully described below. In arriving at our opinion, we neither conducted a physical inspection of the properties or facilities of TWC, Charter, New Charter or any other entity nor made or obtained any evaluations or appraisals of the assets or liabilities (contingent, off-balance sheet or otherwise) of TWC, Charter, New Charter or any other entity, or conducted any analysis concerning the solvency of TWC, Charter, New Charter or any other entity.