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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015|
The Board of Directors
Charter Communications, Inc.
May 23, 2015
we, offer any opinion as to (i) the terms of the transactions between Liberty and its affiliates, on the one hand, and the Company and its affiliates, on the other hand, that are contemplated by the Agreements, (ii) the terms of the Stockholders Agreement or any of the other Transaction Documents (as defined in the BH Agreement), or (iii) the terms of the contemplated amendments to the Companys certificate of incorporation. In addition, we express no opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors or employees of any parties to the Transactions, or any class of such persons, relative to the TWC Consideration or the BH Consideration. This letter should not be construed as creating any fiduciary duty on the part of LionTree to any party. We express no opinion as to what the value of the New Equity (or any portion thereof) or the Company Common Stock will be when issued pursuant to the Transactions or the prices at which the New Equity (or any portion thereof), the Company Common Stock, or TWC shares will trade at any time. In rendering this opinion, we have assumed, with your consent, that (i) the final executed form of the TWC Agreement and the final executed form of the BH Amendment will not differ in any material respect from the draft that we have reviewed, (ii) the representations and warranties of the parties to the Agreements are true and correct in all material respects, (iii) the parties to the Agreements will comply with and perform all material covenants and agreements required to be complied with or performed by such parties under the Agreements, and (iv) the Transactions will be consummated in accordance with the terms of the Agreements without any adverse waiver or amendment of any material term or condition thereof. We have also assumed, with your consent, that all governmental, regulatory or other consents and approvals necessary for the consummation of the Transactions will be obtained without any material adverse effect on the Company, TWC, BH, or the Transactions.
This opinion is provided solely for the benefit of the Board of Directors of the Company (in its capacity as such) in connection with, and for the purpose of, its evaluation of the Transactions.
We have acted as financial advisor to the Company in connection with the Transactions and will receive a fee for our services, which is contingent upon the successful completion of the Transactions, and the Company has agreed to reimburse certain of our expenses arising, and indemnify us against certain liabilities that may arise, out of our engagement. In the past, we and our affiliates have provided investment banking services to the Company and its affiliates unrelated to the proposed Transactions (as well as such services provided by us and our affiliates in connection with the Existing Agreement), for which we and our affiliates received compensation, including having acted as (i) financial advisor to the Company and its affiliates (including Liberty and its affiliates) in connection with certain merger and acquisition transactions or matters (including the BH Agreement and the TWC Agreement) and (ii) co-manager in connection with certain debt offerings of the Company and its affiliates. We and our affiliates may also seek to provide such services to the Company and its affiliates (including Liberty and its affiliates) in the future and expect to receive fees for the rendering of these services. In the ordinary course of business, certain of our employees and affiliates may hold or trade, for their own accounts and the accounts of their investors, securities of the Company, BH, and TWC and, accordingly, may at any time hold a long or short position in such securities. The issuance of this opinion was approved by an authorized committee of LionTree.
Based upon and subject to the foregoing, it is our opinion that, as of the date hereof, the BH Consideration to be paid for the Acquired Assets pursuant to the BH Agreement is fair, from a financial point of view, to the Company.