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CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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(b) For purposes of the preliminary purchase price allocation, Charter assumed a 25% increase to the net book value of Bright House’s property, plant and equipment. Charter based this assumption on increases to net book values reflected in valuations previously performed on Charter assets adjusting for differences in capitalization policies. The fair values of Bright House’s franchises and customer relationships were based on previous valuations of Charter assets performed for general business purposes which were allocated to the Bright House cable systems by applying a relative percentage of purchase price allocated to the intangible assets. Goodwill represents the residual of the purchase price over the fair value of the identified assets acquired and liabilities assumed.


(c) Adjustment to other noncurrent assets represents the elimination of $361 million of long-term marketable securities not assumed in the BHN transactions and elimination of BHN deferred financing fees of $2 million, partially offset by an increase of $32 million to adjust Bright House’s equity investments to fair value and $28 million of deferred financing fees associated with the issuance of new debt as noted below.


(d) Adjustment to total current liabilities represents the elimination of liabilities not assumed in the BHN transactions consisting of $3 million of current pension obligation, $6 million of accrued interest and $43 million of current portion of long-term debt.


(e) Adjustment to long-term debt represents the elimination of Bright House’s long-term debt not assumed in the BHN transactions and the issuance of new debt to partially fund the BHN transactions. The table below represents the following pro forma cash sources and uses as a result of the BHN transactions.

Pro Forma Cash Sources and Uses (in millions)



Proceeds from the issuance of long-term debt

$ 2,000   

Issuance of New Charter Class A common stock to Liberty




$ 2,700   





Cash portion of purchase price paid to A/N

$ 2,014   

Repayment of Charter Operating’s revolving credit facility


Advisor fees and other expenses directly related to the BHN transactions


Deferred financing fees




$ 2,700   





(f) The BHN transaction is assumed to be a non-taxable business combination for pro forma purposes. No pro forma adjustment was recorded to net deferred tax liabilities directly attributable to the BHN transactions in the unaudited pro forma consolidated balance sheet. New Charter’s difference between book and tax basis in its investment in the Charter Holdings partnership, and underlying net assets, is not anticipated to change following A/N’s contribution of the Bright House assets and liabilities. New Charter will record net deferred tax liabilities related to its investment, and its underlying net assets, in Charter Holdings following the BHN transactions based on future differences that arise between book and tax.


(g) Represents the elimination of $450 million of pension and other benefits related to long-term liabilities not assumed and the elimination of $33 million of other long-term deferred liabilities assumed to have no fair value as there are no associated payment obligations or substantive performance obligations.


(h) Adjustment to noncontrolling interest reflects the following adjustments (in millions).


Issuance of Charter Holdings common units to A/N

$ 6,141   

Issuance of Charter Holdings convertible preferred units to A/N




$ 8,641