The Board of Directors
Charter Communications, Inc.
May 23, 2015
||pursuant to the Company Mergers, each share of common stock, par value $0.01 per share, of TWC (other than any Exchange Shares, any Dissenting Shares, any treasury shares, and any shares of TWC common stock held by any
direct or indirect wholly owned subsidiary of TWC) (TWC Common Stock) will be converted into the right to receive, at the holders election, either (A) $100 in cash and 0.5409 shares of New Charter or (B) $115 in
cash and 0.4562 shares of New Charter (such consideration, collectively and in the aggregate, the TWC Consideration; the BH Consideration and the TWC Consideration are collectively referred to herein as the
Capitalized terms used but not defined in this letter have the meanings ascribed thereto
in the TWC Agreement and, if not defined in the TWC Agreement, have the meanings ascribed thereto in the BH Agreement. The terms and conditions of the Transactions are more fully set forth in the Agreements.
You have requested our opinion as to the fairness, from a financial point of view, to the Company of the BH Consideration to be paid by the
Company for the Acquired Assets pursuant to the BH Agreement.
In arriving at our opinion, we have, among other things:
||reviewed (A) a draft of the TWC Agreement, dated May 23, 2015, (B) a draft of the BH Amendment, dated May 23, 2015, (C) the Existing BH Agreement, and (D) a draft of the Amended and
Restated Stockholders Agreement (the Stockholders Agreement), dated as of May 23, 2015, among A/N, Charter, New Charter, and Liberty Broadband Corporation (Liberty); |
||reviewed certain publicly available business and financial information relating to TWC, BH, and the Company; |
||reviewed certain internal financial estimates and other data relating to the business and financial prospects of the Company, TWC, and BH that were provided to us by the management of the Company and not publicly
available, including financial forecasts and estimates for the fiscal year ending 2015 (and, with respect to BH, also for the fiscal year ended 2014); |
||reviewed certain internal financial information and other data relating to the business and financial prospects of the Company, after giving pro forma effect to (A) the BH Transaction and (B) the TWC
Transactions and the BH Transaction, in each case, that were provided to us (and prepared) by the management of the Company and not publicly available, including financial forecasts and estimates for the fiscal years ending 2015 through 2019 (as
well as certain estimates for utilization of tax assets beyond 2019 through the full utilization of such tax assets); |
||reviewed certain estimates of dis-synergies and synergies, in each case, for (A) the fiscal years ending 2016 through 2019 with respect to the Company and TWC, (B) the fiscal years ending 2016 through 2019
with respect to the Company, BH, and TWC, and (C) the fiscal years ending 2014 and 2015 with respect to the Company and BH (collectively, the Transaction Effects), prepared by the management of the Company; |
||conducted discussions with members of the senior management of the Company, BH, and TWC concerning the business and financial prospects of the Company, BH, and TWC, as well as the Transaction Effects; |
||reviewed current and historical market prices of the Companys Class A common stock (the Company Common Stock) and TWCs common stock; |
||reviewed certain publicly available financial and stock market data with respect to certain other companies we believe to be generally relevant; |