Charter to Acquire Optimum West from Cablevision
STAMFORD, Conn., Feb. 7, 2013
STAMFORD, Conn., Feb. 7, 2013 /PRNewswire/ -- Charter Communications, Inc.
(NASDAQ: CHTR) ("Charter") and Cablevision Systems Corporation (NYSE: CVC)
announced today that they have entered into a definitive agreement under which
Charter Communications Operating, LLC will acquire Cablevision's Bresnan
Broadband Holdings, LLC ("Optimum West") for $1.625 billion in cash. Optimum
West manages cable operating systems in Colorado, Montana, Wyoming and Utah
that pass more than 660,000 homes and serve 304,000 video subscribers and
366,000 customer relationships.
"With this transaction, Charter will acquire some of the fastest growing cable
assets in the United States," said Tom Rutledge, Charter's President and CEO.
"These former Bresnan properties operate in growing communities, and the
network, employees and customer base have been well served for many years. In
particular, over the past two years Cablevision, as Optimum West, has grown
video, Internet and telephone customers through the execution of a product and
service strategy, which is the same as the one we recently implemented at
Charter. Optimum West is an ideal fit for Charter and we anticipate an
efficient integration process."
Cablevision President and CEO James L. Dolan said, "We are proud of the value
we created in the Optimum West properties. We made strategic investments in
the cable system and significantly enhanced the network to provide our
customers with more robust products and services. I am confident that our
Optimum West team will continue to build on that success under new
The $1.625 billion acquisition price represents a purchase price multiple of
8.9x Optimum West's third quarter 2012 annualized Adjusted EBITDA^1 and a
purchase price multiple of less than 8.0x Charter's estimate of Optimum West's
first year Adjusted EBITDA under Charter. The transaction will be structured
to deliver to Charter a full step-up in the tax basis of the acquired assets.
Taking into account Charter's estimate of the present value of this tax asset,
the effective purchase price multiple is less than 7.0x the estimated first
year Adjusted EBITDA. "Given the double digit growth profile of Optimum West,
we view the implied purchase price multiple as attractive. In addition, the
acquisition will increase our conversion rate of Adjusted EBITDA to free cash
flow.^1 At closing, we expect to be at 5.0x leverage and continue to target
4.0x to 4.5x over time," noted Christopher Winfrey, Charter's CFO.
Charter will fund the acquisition of Optimum West with $1.5 billion of
committed bank financing to Charter Communications Operating, LLC, and
liquidity from cash on hand and its revolving credit facility.
The transaction is subject to customary closing conditions, including
regulatory approval. We expect closing to occur in the third quarter of 2013.
Credit Suisse and Goldman Sachs acted as financial advisors to Charter, and
have also provided debt financing commitments for the transaction.
Citi and J.P. Morgan acted as co-lead financial advisors to Cablevision. BofA
Merrill Lynch and Guggenheim Securities also provided financial advice to
Cablevision. Sullivan & Cromwell LLP acted as legal counsel to Cablevision.
Use of Non-GAAP Financial Metrics
Adjusted EBITDA and free cash flow are not Generally Accepted Accounting
Principles ("GAAP") financial measures and should be considered in addition
to, not as a substitute for, net loss or cash flows from operating activities
reported in accordance with GAAP. These terms, as defined by Charter, may not
be comparable to similarly titled measures used by other companies.
Adjusted EBITDA is defined as net loss plus net interest expense, income
taxes, depreciation and amortization, stock compensation expense, loss on
extinguishment of debt, and other operating (income) expenses, such as special
charges and (gain) loss on sale or retirement of assets. As such, it
eliminates the significant non-cash depreciation and amortization expense that
results from the capital-intensive nature of the business as well as other
non-cash or special items, and is unaffected by capital structure or
investment activities. These measures are limited in that they do not reflect
the periodic costs of certain capitalized tangible and intangible assets used
in generating revenues and the cash cost of financing.
Free cash flow is defined as net cash flows from operating activities, less
purchases of property, plant and equipment and changes in accrued expenses
related to capital expenditures.
Adjusted EBITDA and free cash flow provide information useful to investors in
assessing performance and ability to service its debt, fund operations and
make additional investments with internally generated funds.
Charter (NASDAQ: CHTR) is a leading broadband communications company and the
fourth-largest cable operator in the United States. Charter provides a full
range of advanced broadband services, including advanced Charter TV® video
entertainment programming, Charter Internet® access, and Charter Phone®.
Charter Business® similarly provides scalable, tailored, and cost-effective
broadband communications solutions to business organizations, such as
business-to-business Internet access, data networking, business telephone,
video and music entertainment services, and wireless backhaul. Charter's
advertising sales and production services are sold under the Charter Media®
brand. More information about Charter can be found at charter.com.
About Cablevision Systems Corporation
Cablevision Systems Corporation is one of the nation's leading media and
telecommunications companies. In addition to delivering its Optimum-branded
cable, Internet, and voice offerings throughout the New York area, the company
owns and operates cable systems serving homes in four Western states.
Cablevision's local media properties include News 12 Networks, MSG Varsity and
Newsday Media Group. Cablevision also owns and operates Clearview Cinemas.
Additional information about Cablevision is available on the Web at
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This release includes forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended (the "Securities Act"), and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), regarding, among other things, our plans, strategies and prospects,
both business and financial. Although we believe that our plans, intentions
and expectations reflected in or suggested by these forward-looking statements
are reasonable, we cannot assure you that we will achieve or realize these
plans, intentions or expectations. Forward-looking statements are inherently
subject to risks, uncertainties and assumptions including, without limitation,
the factors described under "Risk Factors" from time to time in our filings
with the Securities and Exchange Commission ("SEC"). Many of the
forward-looking statements contained in this release may be identified by the
use of forward-looking words such as "believe," "expect," "anticipate,"
"view," "should," "planned," "will," "may," "intend," "estimated," "aim," "on
track," "target," "opportunity," "tentative," "positioning," "designed,"
"create" and "potential," among others. Important factors that could cause
actual results to differ materially from the forward-looking statements we
make in this release are set forth in other reports or documents that we file
from time to time with the SEC, and include, but are not limited to:
oour ability to sustain and grow revenues and free cash flow by offering
video, Internet, telephone, advertising and other services to residential
and commercial customers, to adequately meet the customer experience
demands in our markets and to maintain and grow our customer base,
particularly in the face of increasingly aggressive competition, the need
for innovation and the related capital expenditures and the difficult
economic conditions in the United States;
othe development and deployment of new products and technologies;
othe impact of competition from other market participants, including but
not limited to incumbent telephone companies, direct broadcast satellite
operators, wireless broadband and telephone providers, digital subscriber
line ("DSL") providers, and video provided over the Internet;
ogeneral business conditions, economic uncertainty or downturn, high
unemployment levels and the level of activity in the housing sector;
oour ability to obtain programming at reasonable prices or to raise prices
to offset, in whole or in part, the effects of higher programming costs
(including retransmission consents);
othe effects of governmental regulation on our business;
othe availability and access, in general, of funds to meet our debt
obligations prior to or when they become due and to fund our operations
and necessary capital expenditures, either through (i) cash on hand, (ii)
free cash flow, or (iii) access to the capital or credit markets; and
oour ability to comply with all covenants in our indentures and credit
facilities any violation of which, if not cured in a timely manner, could
trigger a default of our other obligations under cross-default provisions.
All forward-looking statements attributable to us or any person acting on our
behalf are expressly qualified in their entirety by this cautionary statement.
We are under no duty or obligation to update any of the forward-looking
statements after the date of this release.
^1Adjusted EBITDA and free cash flow are Non-GAAP measures used by Charter
and are defined in the "Use of Non-GAAP Financial Metrics" section.
SOURCE Charter Communications, Inc.; Cablevision Systems Corporation
Contact: Charter, Media, Anita Lamont, +1-314-543-2215; Charter, Analysts,
Robin Gutzler, +1-314-543-2389, or Stefan Anninger, +1-203-905-7955;
Cablevision, Media, Charles Schueler, +1-516-803-1013,
Cschuele@cablevision.com, or Kelly McAndrew, +1-516-803-2351,
Kmcandre@cablevision.com; Cablevision, Analysts, Bret Richter,
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