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PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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Table of Contents

The Board of Directors

Time Warner Cable Inc.

May 23, 2015

Page 3

 

In arriving at our opinion, we have, among other things:

 

(i) reviewed the financial terms and conditions of the Transaction as reflected in a draft, dated May 23, 2015, of the Merger Agreement;

 

(ii) reviewed certain publicly available historical business and financial information relating to TWC and Charter, including public filings of TWC and Charter and historical market prices and trading volumes for TWC Common Stock and Charter Class A Common Stock;

 

(iii) reviewed certain internal financial forecasts, estimates and other financial and operating data of TWC provided to or discussed with us by the management of TWC, including certain internal financial forecasts, estimates and other financial and operating data of TWC prepared by the management of TWC for calendar years 2015 and 2016, certain estimates of the management of TWC as to the net operating losses and other tax attributes of TWC and, as directed by and discussed with TWC’s management, certain publicly available research analysts’ estimates relating to TWC for calendar years 2017 and 2018 as adjusted by the management of TWC, with standalone unlevered after-tax free cash flows for TWC in calendar years 2019 through 2024 extrapolated based on certain assumed growth rates provided by the management of TWC (collectively, the “TWC Forecasts”);

 

(iv) reviewed certain internal financial forecasts, estimates and other financial and operating data of Charter provided to or discussed with us by the management of Charter, including certain estimates of the management of Charter as to the net operating losses and other tax attributes of Charter and, as directed by and discussed with the management of Charter, certain publicly available research analysts’ estimates relating to Charter for calendar year 2015 and certain publicly available estimates of a research analyst relating to Charter for calendar years 2016 through 2019 as adjusted by the management of Charter (collectively, the “Charter Forecasts”);

 

(v) held discussions with the managements of TWC and Charter relating to the past and current operations and financial condition and prospects of TWC and Charter;

 

(vi) reviewed the strategic rationale for the Transaction and certain information relating to potential cost savings and other benefits anticipated by the management of Charter to result from the Transaction and the Related Transactions;

 

(vii) reviewed the potential pro forma financial impact of the Transaction and the Related Transactions (including the Bright House Acquisition) on the future financial performance of New Charter;

 

(viii) reviewed and analyzed certain publicly available information, including certain stock market data and financial information, relating to selected companies with businesses that we deemed generally relevant in evaluating TWC and Charter;

 

(ix) reviewed certain publicly available financial information relating to selected transactions that we deemed generally relevant in evaluating the Transaction; and

 

(x) conducted such other financial analyses and investigations as we deemed necessary or appropriate for purposes of the opinion expressed herein.

In rendering our opinion, we have relied upon and assumed, with your consent and without independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information available to us from public sources, provided to or discussed with us by TWC, Charter or their respective representatives or otherwise reviewed by us. With respect to the TWC Forecasts that we have been directed by the management of TWC to utilize for purposes of our analyses, we have been advised by such

 

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