Liberty Global To Buy OneLink Communications

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Private-equity giants MidOcean and Crestview Partners said
Tuesday they have reached an agreement to sell their Puerto Rico cable
operation, OneLink Communications, to a subsidiary of Liberty Global and funds
associated with Searchlight Capital Partners for about $585 million.

OneLink is the
largest cable operator in Puerto Rico
with about 140,000 subscribers.
MidOcean and Crestview purchased the property from Adelphia Communications in
2005.

Liberty said it would merge OneLInk with its existing
operation on the island -- Liberty Cablevision of Puerto Rico. At March 31,
OneLink passed about 347,000 homes and served 262,500 revenue generating units,
according to Liberty Global.

"Consistent with our strategy of consolidating markets
within our footprint, this transaction will make us the leading provider of
cable services in Puerto Rico, passing approximately 70% of the cable homes on
the island and adding substantial scale to our existing operation,"
Liberty Global CEO Mike Fries said in a statement. "As a leader in
innovation in Puerto Rico, particularly in high-speed broadband and HD, we aim
to bring that expertise to the OneLink business. On a combined basis, we will
have approximately 700,000 homes passed and 480,000 RGUs, generating nearly
$300 million in pro forma 2011 revenue. Finally, we are excited about working
together with Searchlight and driving value to our respective stakeholders."

After the deal is completed, Liberty will own 60% of the
venture and Searchlight, co-founded by Charter Communications chairman Eric
Zinterhofer, will own 40%.

"There is clear strategic logic to this transaction,
which will enhance the combined company's ability to offer high-quality
communications services throughout Puerto Rico," Zinterhofer said in a
statement. "Liberty Global is a best-in-class operator, and we look
forward to being their partner on this exciting transaction."

According to Liberty, the transaction price represents a
multiple of about 6.3 times 2012 estimated cash flow, adjusted for synergies
following full integration. MidOcean and Crestview were a bit more optimistic,
pinning the deal multiple at about 8 times estimated LTM first quarter 2012
cash flow.

"We have enjoyed a successful partnership with
OneLink's management team, led by Ron Dorchester, all of whom have done a great
job growing the business during our ownership," said MidOcean managing
director Tyler Zachem in a statement. "As a result of the team's hard
work, OneLink's customers now enjoy superior product offerings across video,
high-speed data and telephony, and will benefit even more in the coming months
from the pending completion of the company's all-digital conversion."

The transaction is subject to customary closing conditions,
including regulatory approval, and is expected to close in the fourth quarter
of 2012.

"We are proud of everything we have been able to
accomplish at OneLink," said Crestview partner and cable industry veteran
Jeffrey Marcus in a statement. "OneLink is now a best-in-class cable
company with a strong commitment to providing outstanding products and service
to our valued customers in Puerto Rico. We are leaving our customers and
employees in good hands with Liberty Global and Searchlight, who are very
experienced cable operators and investors."

Kirkland & Ellis LLP served as legal advisor to MidOcean
and Crestview.

Scotiabank acted as financial advisor to Liberty Global and
Searchlight in the transaction.

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