Charter Buys Optimum West For $1.6B

Charter Communications and Cablevision Systems Corp. announced Thursday that they have entered into a definitive agreement under which Charter will acquire Cablevision’s Bresnan Broadband Holdings (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 president-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-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 stewardship.”

The companies said the $1.625 billion acquisition price represents “a purchase price multiple of 8.9x Optimum West’s third quarter 2012 annualized adjusted EBITDA1 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.”

Christopher Winfrey, Charter’s CFO, said: “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.”

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. The parties said they expect closing to occur in the third quarter of 2013.

Credit Suisse and Goldman Sachs acted as financial advisers to Charter, and have also provided debt financing commitments for the transaction.

Citi and J.P. Morgan acted as co-lead financial advisers to Cablevision. BofA Merrill Lynch and Guggenheim Securities also provided financial advice to Cablevision. Sullivan & Cromwell LLP acted as legal counsel to Cablevision.