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SEC Filings

PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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Annex O

[LETTERHEAD OF CENTERVIEW PARTNERS LLC]

Centerview Partners LLC

31 West 52nd Street

New York, NY 10019

May 23, 2015

The Board of Directors

Time Warner Cable Inc.

60 Columbus Circle

New York, NY 10023

The Board of Directors:

You have requested our opinion as to the fairness, from a financial point of view, to the holders of the outstanding shares of common stock, par value $0.01 per share (the “Shares”) (other than Excluded Shares, as defined below), of Time Warner Cable Inc., a Delaware corporation (“TWC”), of the TWC Merger Consideration (as defined below) to be paid to such holders pursuant to the Agreement and Plan of Mergers proposed to be entered into (the “Merger Agreement”) by and among Charter Communications, Inc., a Delaware corporation (“Charter”), CCH I, LLC, a Delaware limited liability company and wholly owned subsidiary of Charter (“New Charter”), Nina Corporation I, Inc., a Delaware corporation (“Merger Subsidiary One”), Nina Company II, LLC, a Delaware limited liability company and wholly owned direct subsidiary of New Charter (“Merger Subsidiary Two”), Nina Company III, LLC, a Delaware limited liability company and wholly owned direct subsidiary of Merger Subsidiary Two (“Merger Subsidiary Three”), and TWC. The Merger Agreement provides, among other things, that Charter will acquire TWC (the “Transaction”) through the following series of transactions: (i) following completion of an Equity Exchange (as defined below), Merger Subsidiary One will be merged with and into TWC, with TWC as the surviving corporation (“TWC Surviving Corporation” and, such merger, the “First TWC Merger”), (ii) following completion of the First TWC Merger, TWC Surviving Corporation will be merged with and into Merger Subsidiary Two, with Merger Subsidiary Two as the surviving corporation (“Merger Subsidiary Two Surviving Corporation” and, such merger, the “Second TWC Merger”), and (iii) following the Second TWC Merger, Charter will be merged with and into Merger Subsidiary Three, with Merger Subsidiary Three as the surviving corporation and a wholly owned direct subsidiary of Merger Subsidiary Two Surviving Corporation (such merger, the “Charter Merger”). The Merger Agreement provides that (a) pursuant to the First TWC Merger, each outstanding Share, other than (w) Shares held by TWC as treasury stock, (x) Shares owned by Merger Subsidiary One, (y) Shares held by any wholly owned subsidiary of TWC or Charter (other than Merger Subsidiary One) or (z) Dissenting Shares (as defined in the Merger Agreement) (the Shares referred to in clauses (w), (x), (y) and (z), together with any Shares held by Charter, the Liberty Entities and their respective Affiliates (as defined in the Merger Agreement), the “Excluded Shares”), will be converted into the right to receive, at the election of the holder thereof, either (1) $100 in cash (the “TWC Option A Cash Consideration”) and a number of shares of the common stock, par value $0.01 per share, of TWC Surviving Corporation (“TWC Surviving Corporation Common Stock”) equal to the product of 0.5409 multiplied by 0.9042 (such resulting number of shares of TWC Surviving Corporation Common Stock, together with the TWC Option A Cash Consideration, the “TWC Option A Merger Consideration”) or (2) $115 in cash (the “TWC Option B Cash Consideration”) and a number of shares of TWC Surviving Corporation Common Stock equal to the product of 0.4562 multiplied by 0.9042 (such resulting number of shares of TWC Surviving Corporation Common Stock, the TWC Option B Cash Consideration and the TWC Option A Merger Consideration, taken together in the aggregate, the “TWC Merger Consideration”), (b) pursuant to the Second TWC Merger, each outstanding share of TWC Surviving Corporation Common Stock will be converted into the right to receive one share of Class A common stock, par value $0.001 per share, of New Charter (“New Charter Class A Common Stock”) and (c) pursuant to the Charter Merger, each outstanding share of Class A common stock, par value

 

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