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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
$0.001 per share, of Charter (Charter Class A Common Stock), other than shares held by Charter as treasury stock or shares owned directly by Charter, will be converted into the right to receive a number of shares of New Charter Class A Common Stock equal to 0.9042.
We also understand that, in connection with the transactions contemplated by the Merger Agreement, among other things, (i) Charter, New Charter and Merger Subsidiary One will enter into a Contribution Agreement with Liberty Broadband Corporation (Liberty Broadband) and Liberty Interactive Corp. (Liberty Interactive and, together with Liberty Broadband, the Liberty Entities) pursuant to which the Liberty Entities will assign, transfer, convey and deliver Shares to Merger Subsidiary One in exchange for shares of the common stock of Merger Subsidiary One (such transaction, the Equity Exchange), (ii) Charter and New Charter will enter into an Investment Agreement with Liberty Broadband pursuant to which Liberty Broadband will invest $4.3 billion in New Charter in exchange for shares of New Charter Class A Common 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 set forth in the Merger Agreement and related documents.
We have acted as financial advisor to the independent members of the Board of Directors of TWC in connection with the Transaction, including for purposes of undertaking a fairness evaluation with respect to the Transaction. We will receive fees for our services, a portion of which is payable upon the rendering of this opinion, a portion of which is payable in connection with our engagement and a portion of which is contingent upon consummation of the Transaction. In addition, TWC has agreed to reimburse certain of our expenses arising, and indemnify us against certain liabilities that may arise, out of our engagement.
We are a securities firm engaged directly and through affiliates and related persons in a number of investment banking, financial advisory and merchant banking activities. In the past two years, we have provided investment banking or similar services to TWC for which we have received compensation, including in connection with TWCs previously announced and terminated transaction with Comcast Corporation. In the past two years, we have not provided and are not currently providing investment banking or similar services to Charter for which we have received any compensation. We may provide investment banking and other services to or with respect to TWC, Charter, New Charter or their respective affiliates or entities in which they have investments in the future, for which we may receive compensation. Certain (i) of our and our affiliates directors, officers, members and employees, or family members of such persons, (ii) of our affiliates or related investment funds and (iii) investment funds or other persons in which any of the foregoing may have financial interests or with which they may co-invest, may at any time acquire, hold, sell or trade, in debt, equity and other securities or financial instruments (including derivatives, bank loans or other obligations) of, or investments in, TWC, Charter, New Charter or any of their respective affiliates, or any other party that may be involved in the Transaction or the Related Transactions.
In connection with this opinion, we have reviewed, among other things: (i) a draft of the Merger Agreement dated May 23, 2015 (the Draft Agreement); (ii) Annual Reports on Form 10-K of TWC for the years ended December 31, 2014, December 31, 2013 and December 31, 2012 and Annual Reports on Form 10-K of Charter