Charter Communications, Inc. · NASDAQ:CHTR
Charter Communications — Merger or Acquisition (April 2014)
18 slides from Charter Communications's merger presentation, Apr 28, 2014
Slide 1: Charter and Comcast Agree to Transactions That Will Benefit Shareholders, Industry and Consumers
Charter and Comcast Agree to Transactions That Will Benefit Shareholders, Industry and Consumers April 28, 2014 Filed by Charter Communications Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Compan
Slide 2: Important Information for Investors and Shareholders
2 Important Information for Investors and Shareholders This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed transaction between Comcast Corporation (“Comcast”) and Char
Slide 3: Cautionary Statement Regarding Forward-Looking Statements
3 Cautionary Statement Regarding Forward-Looking Statements Certain statements in this communication regarding the proposed acquisition of Time Warner Cable by Comcast and the proposed transaction between Comcast and Charter, including any statements regarding the expected timetable for completing t
Slide 4: Brian L. Roberts, Chairman and CEO, Comcast Corporation
Brian L. Roberts Chairman and CEO, Comcast Corporation
Slide 5: Transaction Overview
5 Transaction Overview Mutually beneficial and tax-efficient agreement Value enhancing for Comcast shareholders Comcast’s divesting 3.9 million customers facilitates regulatory approval process for Time Warner Cable merger Three part transaction: Asset Sale: Charter acquires systems servin
Slide 6: Overview and Summary
6 Overview and Summary Charter and Comcast, with Time Warner Cable’s (TWC) consent, have entered into an agreement for a series of transactions following the close of Comcast’s proposed merger with TWC 1) See notes on page 13 2) Ownership percentage to be greatest percentage that results in Comcast
Slide 7: Thomas M. Rutledge, President and CEO, Charter Communications
Thomas M. Rutledge President and CEO, Charter Communications
Slide 8: Announced Transactions Drive Value for Charter
8 Announced Transactions Drive Value for Charter Creates Strong #2 Cable Player – Charter • Charter will own systems with an estimated 5.7 million video customers(1) • Through its services agreement with SpinCo, Charter will manage an additional estimated 2.5 million SpinCo video customers(1) • As a
Slide 9: Benefits of Transactions for Charter
9 Benefits of Transactions for Charter 1) See notes on page 13 • Ownership in SpinCo expected to deliver attractive returns for Charter shareholders • Scale will drive benefits for both Charter and SpinCo • Charter representation on SpinCo Board • Service fee to Charter of 4.25% of SpinCo revenue, p
Slide 10: Pro Forma Charter and SpinCo: Scale and Footprint
10 Pro Forma Charter and SpinCo: Scale and Footprint Acquired Systems SpinCo Charter Less Divested Systems Note: Larger Circles Representing Major Markets Video Customers (in Millions)(1) Current Charter 4.4 + Acquired Systems ~1.4 = Pro Forma Charter ~5.7 SpinCo ~2.5 Charter Owned or Managed ~8.2 C
Slide 11: Christopher L. Winfrey, Executive Vice President and CFO, Charter Communications
Christopher L. Winfrey Executive Vice President and CFO, Charter Communications
Slide 12: Transactions Summary for Charter
12 Transactions Summary for Charter • In addition to ~1.6 million asset transfer in a tax-efficient exchange, transaction values will all be determined at closing, based on carve-out financials for asset transfer systems, purchased systems and SpinCo • The calculations below are based on preliminary
Slide 13: Illustrative Transaction Details for Charter Acquisition
13 Illustrative Transaction Details for Charter Acquisition Transaction Est. Net 2014 Carve-out EBITDA Acquired $1.0B Transaction Valuation Multiple 7.125x = Estimated Purchase Price $7.3B SpinCo Transaction Estimated 2014 SpinCo Carve-out EBITDA $2.0B Transaction Valuation Multiple 7.125x = Estimat
Slide 14: Michael J. Angelakis, Vice Chairman and CFO, Comcast Corporation
Michael J. Angelakis Vice Chairman and CFO, Comcast Corporation
Slide 15: Benefits of Transactions for Comcast
15 Benefits of Transactions for Comcast • Valued at Comcast Cable’s 7.125x 2014 estimated EBITDA • Tax-efficient spin-off to Comcast shareholders • Inclusion of higher tax basis TWC assets minimizes tax burden in the asset sale • Comcast gross debt reduced by ~$9 billion, assuming ~5x leverage on Sp
Slide 16: Pro Forma Estimated Comcast
16 Pro Forma Estimated Comcast Est. Initial Value to Comcast Shareholders ($ in Billions) SpinCo Equity $3.5 Charter Equity + $2.0 Total SpinCo and Charter Equity $5.5 Reduction in Comcast Debt +$9.0 Net Cash Proceeds +$5.0 Est. Initial Value to Comcast Shareholders $19.5 Illustrative Pro Forma Comc
Slide 17: Regulatory Implications
17 Regulatory Implications We believe this agreement facilitates the regulatory review by bringing certainty to our divestitures early in the process pp Regulatory filings • We will continue to pursue the pending applications and filings for the Comcast-TWC deal • These transactions will require the
Slide 18: Q&A
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