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
in cash. Optimum West manages cable operating systems in
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
, 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 stewardship."
acquisition price represents a purchase price multiple of 8.9x Optimum West's third quarter 2012 annualized Adjusted EBITDA
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.
At closing, we expect to be at 5.0x leverage and continue to target 4.0x to 4.5x over time," noted
, Charter's CFO.
Charter will fund the acquisition of Optimum West with
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.