New York, May 26, 2015 -- Moody's Investors Service placed Time Warner Cable, Inc's ("TWC") Baa2 senior unsecured and Prime-2 commercial paper ratings on review for downgrade. The review is prompted by Charter Communications, Inc's ("Charter Communications" -- Ba3 Corporate Family rating, on review for upgrade) announcement to acquire TWC for $200 per share in a cash-and-stock transaction. Charter's offer price represents an enterprise value of roughly $80 billion, consisting of $58 billion of equity plus net debt (debt less cash and short-term investments) of $22 billion. The total consideration for TWC is comprised of $100 per share in cash and $100 in stock, representing a 17% premium over TWC's closing share price of $171.8 on May 22, 2015. Concurrently, Charter also announced its plans to acquire Bright House Networks ("BHN") for $10.4 billion, comprised of $2.0 billion in cash, $2.5 billion of convertible preferred partnership units, and $5.9 billion of common partnership units.

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