Charter Communications acquired Time Warner Cable in a $55.1 billion deal closed in May 2016. The acquisition created a leading broadband and cable company serving over 25 million customers across 41 states. The deal was valued at $78.7 billion, or an enterprise value to EBITDA multiple of 8.3 times TWC's 2015 EBITDA. The valuation was based on comparable company multiples, comparable acquisition multiples, and a discounted cash flow analysis of TWC's projected cash flows over five years. The acquisition was aimed at improving competitiveness and customer service in TWC markets through Charter's technologies and operating strategy.

1. Time Warner Cable Acquired by
Charter Communication
FE 820 Corporate Financial Management
December 3, 2016
Authored by: Michael Cruz, Seung Ryul Lee, Congyi Liu
Abstract:
"For most of you, who will be moving on to New Charter, the future is extremely bright. Tom
Rutledge and the team he has assembled are seasoned, talented leaders with proven track
records of success" said from TWC’s CEO Rob Marcus, who has been paid tens of millions of
dollars on the way out the door, to his employees in the email. And he is the only one of the
leaving top executives in the deal between Charter Communication and Time Warner Cable.
This analysis includes: case background overview, comparable company multiples valuation,
comparable acquisition multiples valuation, and discounted cash flow valuation. The final
valuation analysis of TWC will be based on these three approaches in the summary with a glance
of the real deal.

2. 1
​Time Warner Cable Acquired by Charter Communication
Background Overview:
May 18, 2016 – Charter Communications, Inc. (Nasdaq: CHTR) announced that it has closed its
previously announced transactions whereby legacy Charter, the previous public company
(“legacy Charter”), has combined with Time Warner Cable Inc. (“TWC”). The combination of
Charter and TWC will create a leading broadband services and technology company, serving
over 25 million customers in 41 states. Though TWC would call this deal “combination” or
“merge” and claimed the customers wouldn’t feel any big change right away, but gradually, in
the coming months, Charter will strip away Time Warner Cable and Bright House's names and
introduce its own branding. This means the much-maligned Time Warner Cable (TWC) name --
a piece of cable television history -- is going away. The newly enlarged Charter is now one of the
biggest television providers in the country, standing alongside Comcast ​(​CMCSA​), AT&T (​T​,
Tech30​) and Verizon(​VZ​, ​Tech30​) .1
The most obvious incentive for this giant acquisition is enhancing competitiveness. Though
Charter has somewhat higher marks for customer service than Time Warner Cable, the industry
as a whole is not very popular among customers​. ​By purchasing TWC, Charter is hoping to win
new fans in Time Warner Cable markets like L.A. and New York.With the “Spectrum”, which is
a cool name of the new Charter’s cable TV and broadband services, Charter is convinced that
their ​network and product investments combined with its consumer friendly operating strategy
will lead to faster customer and financial growth, enhancing career development opportunities
for its employees and driving value for shareholders.
From TWC’s standpoint, this deal could give them a chance to flip over the terrible impression
of customers. ​According to ​a new survey from the American Customer Satisfaction Index , the2
cable and internet providers is at an all-time low. And the all-time-lowest of these lowly
corporations is Time Warner Cable, with score of 51 out of 100. TWC would have a better
chance to improve their HD picture quality and call center function by Charter’s technologies
and customer services
1
Stelter, Brian. "Bye, Bye Time Warner Cable. Hello Charter." ​CNNMoney. CNNMoney, 18 May 2016. Web. 07 Dec. 2016.
http://money.cnn.com/2016/05/18/media/time-warner-cable-charter/
2
​American Customer Satisfaction Index, “Benchmarks by Industry: Internet Service Providers””, ​ASCI​ , ASCI, Dec, 2016,
http://www.theacsi.org/index.php?option=com_content&view=article&id=147&catid=&Itemid=212&i=Internet+Service+Providers

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​Time Warner Cable Acquired by Charter Communication
Valuations
1. Discounted Cash Flow Analysis
The following assumptions are used for the DCF valuation approach. The details of weighted
average cost of capital and projections of future cash flow and be found in the exhibits.
While it may be easy to project revenue as a singular entity, this is not a reasonable thing to do
for Time Warner as the outlook for each market is different. Projections for revenue are broken
down into 4 revenue streams: residential, business, advertising, and other. We then projected
each revenue stream using prior 3-years growth averages, and lastly, adjusted each projection
based on upcoming market outlooks. Three year growth was chosen because the industry
landscape has changed rapidly prior to that.
Residential revenue has been relatively flat over the last 3 years. The number of subscribers has
stagnated, and the number of “cord cutters” (people that unsubscribe from cable TV) has
increased. However, Time Warner Cable has been successful in upgrading internet service
speeds and adding additional voice subscribers for their retained customers . As such, projected3
revenue growth for their residential customers is projected at 2.15%.
On the other hand, business revenues have grown immensely in the last 3 years with most of the
contribution coming from new high speed data accounts and new voice accounts. They’ve also
been successful in selling voice services to their previous business customers. While we realize
that the projected 18.4% business revenue growth is aggressive, we believe it is sustainable for
another year or two, but taper off before the 5 year projection period and terminal growth takes
over.
We believe advertising revenue will stay constant at 2.5% as it has been historically. Lastly, we
believe other revenue will increase at a high rate for the next 5 years due to a new partnership
with the Los Angeles Lakers. All these factors together lead to a CAGR of 4.45% for the years of
the projection period.
Capital expenditure will scale with growth as additional infrastructure for residences,
commercial buildings and cell towers will need to be installed to support new and existing
3
Time Warner Cable, “Time Warner Cable Reports 2016 First-Quarter Results.” ​Time Warner Cable Investor Relations, April, 28,
2016,
http://ir.timewarnercable.com/investor-relations/investor-news/financial-release-details/2016/Time-Warner-Cable-Reports-2016-First-
Quarter-Results/default.aspx

4. 3
​Time Warner Cable Acquired by Charter Communication
subscribers. Lastly, SG&A is expected to grow at a slightly increased rate beyond revenue due to
increased training and salaries improve customer experience .4
Long term debt maturity dates were pulled directly from their “Trending Schedules,
Reconciliations and Other Financial Information”5
Weighted Average Cost of Capital:
● The debt to equity ratio is calculated by the market value of TWC’s equity, which is
equal to the price per share $209.56 on May 17, 2016 multiple the 284.6M outstanding
shares, and the book value of TWC’s debt, which is 22,492M.
● The risk free rate and market risk premium are as of May 2016.
● The average unlevered beta of the cable TV industry is 0.89 (Total Betas for sector,
Stern, NYU, 2016).
● The pretax cost of debt is quoted by TWC’s average cost of all the debentures​⁵​.
● Terminal growth rate is 2.6%, which is the projected nominal GDP growth rate to 2022
from the Bureau of Labor Statistics (​Overview of projections to 2022).
Based on the assumptions above, the weighted average cost of capital could be gained as the
discount rate. The average unlevered beta of cable TV industry could be re-levered to TWC’s
levered beta by considering the effective tax rate and the debt to equity ratio of TWC. And the
capital asset pricing model is applied for the cost of equity. And after weighting the cost of
equity with the after-tax cost of debt, the weighted average cost of capital turns out to be 6.80%.
Projected Cash Flow:
To calculate free cash flow, we started with Operating Income Before Depreciation and
Amortization (OIBDA). We believe this is a better metric to use for Time Warner Cable because
it does not include the restructuring costs associated with the merger with AOL in 2001. Yearly
expenses incurred are still hovering around $150 million per year. We do not believe that this is
reasonable to include as they are not recurring charges and are non-operating expenses unrelated
to the core business.
4
Time Warner Cable, “Time Warner Cable Annual Report 2014,” ​Time Warner Cable, May 2015,
http://s1.q4cdn.com/730563363/files/doc_financials/Annual%20Reports/2014/TWC-2014-Annual-Report.pdf
5
Time Warner Cable, “2016 Trending Schedules, Reconciliations and Other Financial Information”, ​Time Warner Cable, April, 28,
2016, http://s1.q4cdn.com/730563363/files/2016NewFolder/TWC-Trending-Schedules-Q1-2016-FINAL.pdf

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​Time Warner Cable Acquired by Charter Communication
A sensitivity analysis for firm value and share price can be found in Exhibit 2 which details
varying growth assumptions.
2. Comparable Companies
Approach:
In both evaluations using comparables, we used median as representative multiple, from our
consideration that only small number of samples are used for the evaluation while couple of
samples shows outlying figures from range of other samples. Lastly, we averaged three median
multiples representing EV/revenue, EV/EBITDA, and EV/EBIT. For the evaluation we adopted
trailing valuation approach.
Industry Comparable:
Ten of public companies in media industry are screened for comparables. They are qualified to
have similar market cap, ranging from $10 billion to $ 75 billion, as the Time Warner Cable has
market cap of $70 billion. All ratios come from financial data as of Dec 2015, given by
Thompson.
Media industry shows the average of three evaluations as 71,703 million dollars.

6. 5
​Time Warner Cable Acquired by Charter Communication
Table 1. Reference companies in Media industry
Name EV/ Sales EV/ EBITDA EV/ EBIT
CBS CORPORATION 2.42 11.71 12.8
CHARTER COMMUNICATIONS, INC. 6.88 20.6 68.39
DISH NETWORK CORPORATION 2.54 11.3 15.69
LIBERTY GLOBAL PLC 3.92 9.02 31.8
LIBERTY INTERACTIVE CORPORATION 1.87 10.05 18.19
SFR Group 2.61 8.22 32.1
SKY PLC 1.67 10.23 20.2
TIME WARNER INC. 3.26 11.27 12.28
VIACOM INC. 2.15 9.81 10.67
Vivendi 1.93 9.77 13.45
Mean 2.96 11.36 24.68
Median 2.48 10.14 16.94
Evaluation from industry comparable multiple ($, million)
Revenue EBITDA EBIT
$ 23,697 $ 8,085 $ 4,389
EV/Revenue 2.5x 58,769
EV/EBITDA 10.1x 81,982
EV/EBIT 16.9x 74,360
Avg 71,703

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​Time Warner Cable Acquired by Charter Communication
3. Comparable Acquisitions
Four companies are taken on our list, because they are acquired in Q1 2016, recent deals right
before TWC deal at May 2016. We searched media industry but reached out to digital media as
well, in order to avoid too small size of sample, despite of using median. We also rationalized
that both industries has common traits in that publishing and distributing contents via media. In
fact, no big difference from media industry, despite of big gap in deal price. All ratios come from
Solganic’s deal report.
Comparison with prior acquisitions shows the average of three evaluations as 72,742 million
dollars.
Table 2. Reference companies acquired at Q1 2016 ( Media/Digital Media industry)
Direct TV Webzen
inc
Gameloft
Inc
Activision
Blizzard
Median
EV/Revenue 1.9x 2.5x 2.4x 5.9x 2.4x
EV/EBITDA 8.0x 7.7x 80.3x 19.2x 13.6x
EV/EBIT 11.7x NA NA NA 11.7x
Evaluation from acquisition comparable multiple ($, million)
Revenue EBITDA EBIT
23,697 8,085 4,389
EV/Revenue 2.4x 57,228
EV/EBITDA 13.6x 109,760
EV/EBIT 11.7x 51,236
Average 72,742

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​Time Warner Cable Acquired by Charter Communication
Summary
For the final value, we weighed the DCF, multiple acquisition approach and multiple common
company approach with 70%, 15% and 15%, respectively. We believe that this is a very large
industry with a very few number of giant companies. While there are companies that compete in
the same digital media distribution, high speed internet, and voice communication industry, their
size (Verizon with revenues of $131.6 billion in 2015 vs. Time Warner Cable’s $23 billion) or
operations (Comcast, with 38% of their $74 billion revenue streams coming from
NBCUniversal) varies too much to make a similar comparison.
For the low estimate, we believe that the DCF forecasted growth has potential to be high. Time
Warner business revenues may not grow as planned so total revenue growth may only grow at
3.66%.
For the high estimate, current net neutrality laws may get passed and Time Warner Cable will be
able to throttle other digital media distribution websites such as Netflix, thus massively driving
“cord cutters” back into subscriptions for Time Warner Cable’s video service.

9. 8
​Time Warner Cable Acquired by Charter Communication
For the real deal, Charter acquired TWC for $195.71 per share with $100 in cash and $95.71 in
New Charter stock, equivalent to 0.5409 Charter shares. This offer equates to TWC enterprise
value of $78.7 billion, which are $56.7 billion equity valuation plus $22.7 billion net debt, less
$0.7 billion equity investments. For the multiples been used, the enterprise value over TWC’s
estimated EBITDA in 2015 is 8.3. While after being adjusted for synergies and tax benefits, 9.1
was utilized for the final multiples. And the deal was closed in 55.1 billion.

10. 9
​Time Warner Cable Acquired by Charter Communication
Appendix
Exhibit 1a.
Income Statement with 5 Year Forecast
Exhibit 1b.
Cash Flow with 5 Year Forecast

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​Time Warner Cable Acquired by Charter Communication
Exhibit 1c.
Balance Sheet with 5 Year Forecast

12. 1
1
​Time Warner Cable Acquired by Charter Communication
Exhibit 2