Print Page  Close Window

SEC Filings

PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
Entire Document
 


Table of Contents

The Board of Directors

Time Warner Cable Inc.

May 23, 2015

Page 3

 

for the years ended December 31, 2014, December 31, 2013 and December 31, 2012; (iii) certain interim reports to stockholders and Quarterly Reports on Form 10-Q of TWC and Charter; (iv) certain publicly available research analyst reports for TWC and Charter; (v) certain other communications from TWC and Charter to their respective stockholders; (vi) publicly available and other business and financial information relating to TWC provided to or otherwise 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”); (vii) publicly available and other business and financial information relating to Charter provided to or otherwise 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”); and (viii) 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. We have conducted discussions with members of the senior management and representatives of TWC and Charter regarding their assessments of the TWC Forecasts and the Charter Forecasts and the strategic rationale for the Transaction and the Related Transactions, including estimates of the management of Charter as to potential cost savings and other benefits anticipated by the management of Charter to be realized from the Transaction and the Related Transactions (such estimates, the “Synergies”). In addition, we reviewed publicly available financial and stock market data, including valuation multiples, for TWC and Charter and compared that data with similar data for certain other companies, the securities of which are publicly traded, in lines of business that we deemed relevant. We also compared certain of the proposed financial terms of the Transaction with the financial terms, to the extent publicly available, of certain other transactions that we deemed relevant and conducted such other financial studies and analyses and took into account such other information as we deemed appropriate.

We have assumed, without independent verification or any responsibility therefor, the accuracy and completeness of the financial, legal, regulatory, tax, accounting and other information supplied to, discussed with, or reviewed by us for purposes of this opinion and have, with your consent, relied upon such information as being complete and accurate. In that regard, we have assumed, at your direction, that the TWC Forecasts that we have been directed to utilize for purposes of our analyses have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of TWC as to the matters covered thereby, that the publicly available financial information reflected in the Charter Forecasts that we have been directed by the management of Charter to utilize for purposes of our analyses reflect reasonable judgments and estimates as to, and are a reasonable basis upon which to evaluate, the future financial performance of Charter and that the financial forecasts and other estimates reflected in the Charter Forecasts relating to Bright House prepared by the management of Charter, the net operating losses and other tax attributes of Charter and the Synergies have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Charter, and we have relied, at your direction, on the TWC Forecasts, the Charter Forecasts, the Synergies and such financial forecasts and other estimates relating to Bright House for purposes of our analysis and this opinion. We have also assumed, at your direction, that the financial results reflected in the TWC Forecasts, the Charter Forecasts and the other information and data utilized in our analysis will be realized in the amounts and at the times projected. We express no view or opinion as to any such forecasts or other information or data,

 

O-3