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

[LETTERHEAD OF MORGAN STANLEY & CO. LLC]

May 23, 2015

Board of Directors

Time Warner Cable Inc.

60 Columbus Circle

New York, NY 10023

Members of the Board:

We understand that Time Warner Cable Inc. (“TWC”), Charter Communications, Inc. (“Charter”), CCH I, LLC, a wholly owned subsidiary of Charter (“New Charter”), Nina Corporation I, Inc. (“Merger Subsidiary One”), Nina Company II, LLC, a wholly owned direct subsidiary of New Charter (“Merger Subsidiary Two”), and Nina Company III, LLC, a wholly owned direct subsidiary of Merger Subsidiary Two (“Merger Subsidiary Three”), propose to enter into an Agreement and Plan of Mergers, substantially in the form of the draft dated May 23, 2015 (the “Merger Agreement”), which provides, among other things, for the acquisition by Charter of 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 of the common stock, par value $0.01 per share, of TWC (“TWC Common Stock”), other than (w) shares of TWC Common Stock held by TWC as treasury stock, (x) shares of TWC Common Stock owned by Merger Subsidiary One, (y) shares of TWC Common Stock 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), 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 $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,

 

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