UPDATE 1-Charter touts benefits of offer for Time Warner Cable

Tue Jan 14, 2014 3:16pm EST

By Liana B. Baker

Jan 14 (Reuters) - Charter Communications expects annual synergies of $500 million and other benefits such as tax savings from its proposed acquisition of Time Warner Cable , the company said in an investor presentation posted on its website Tuesday.

The No. 4 cable operator is trying to strike a deal to buy Time Warner Cable and sway its shareholders after three of its offers have been rebuffed. On Monday, Charter took its approach public and proposed paying $132.50 per share, consisting of around $83 per share in cash and its own stock, in a deal valued at $37.3 billion that Time Warner Cable's board rejected.

Annual synergies from a deal would grow to $750 million from $500 million over time, Charter said. The combined company would have to take on $20.5 billion in new debt, or $72.16 per share, which would bring it to a leverage ratio of 4.8 times to five times.

The combined company may also have to do "swaps and divestitures" to make the regions it serves more efficient, according to one of the slides in the presentation. Some analysts have said that No. 1 cable provider Comcast would be interested in some of Time Warner Cable's markets such as New York, Los Angeles and Dallas.

Charter also said it was aiming to secure committed bridge financing of $3.5 billion and would have to pay $600 million in fees, interest and expenses.

Charter explained in its 30-page presentation how it would accelerate Time Warner Cable's customer and cash-flow growth, increase its margins and roll out higher Internet speeds. Time Warner Cable did not have an immediate response.

Charter, which emerged from bankruptcy in 2009, said it can use its tax assets, about $7.8 billion in loss carry forwards to reduce a merged company's operating earnings and tax payments.

These credits would transfer to the combined company, it said in its presentation to investors, "and should do so without additional restrictions, allowing NewCo to use Charter's loss carry forwards against Charter's and TWC's combined taxable income."

It argued that Time Warner Cable share price would decline without a deal. Time Warner Cable shares have risen from the $90s to the $130s since takeover speculation began six months ago and were trading 3 percent higher on Tuesday at $136.29 per share.

"Absent a serious M&A alternative, TWC faces significant potential share price downside," Charter said.

The company ended the presentation saying that it's "time for shareholders to weigh in if they prefer a combination with Charter."

Charter will discuss its presentation it posted and take analysts' questions on a conference call later on Tuesday.

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