SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August
24, 2005
Charter
Communications Holdings, LLC
Charter
Communications Holdings Capital Corporation
(Exact
name of registrants as specified in their charter)
Delaware
Delaware
(State
or Other Jurisdiction of Incorporation or Organization)
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333-77499
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43-1843179
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333-77499-01
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43-1843177
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(Commission
File Number)
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(I.R.S.
Employer Identification
Number)
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12405
Powerscourt Drive
St.
Louis, Missouri 63131
(Address
of principal executive offices including zip code)
(314)
965-0555
(Registrant's
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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ITEM
8.01. OTHER EVENTS.
On
August
24, 2005, Charter
Communications Holdings, LLC (“Charter Holdings”) and its wholly-owned
subsidiaries, CCH I, LLC ("CCH I") and CCH I Holdings, LLC ("CIH"),
commenced offers to exchange any and all of certain outstanding debt securities
of
Charter Holdings in a private placement for new debt securities of CCH
I and
CIH.
The
exchange offers are subject to significant conditions that are described
in the
informational documents relating thereto. The offers will expire at midnight
on
September 26, 2005, subject to extension. Charter Holdings is an indirect,
wholly-owned subsidiary of Charter Communications, Inc.
The
information agent for the exchange offers is Global Bondholder Service
Corporation. For more information, call the information
agent at
(800) 470-3800.
A
press
release announcing the private debt exchange offers is attached hereto
as
Exhibit 99.1.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibit is filed pursuant to Item 8.01:
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Exhibit
Number
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Description
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99.1
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Press
release dated August 24, 2005.
*
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* filed
herewith
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934,
Charter
Communications Holdings, LLC and Charter Communications Holdings Capital
Corporation have duly caused this Current Report to be signed on their
behalf by the undersigned hereunto duly authorized.
CHARTER
COMMUNICATIONS HOLDINGS, LLC
Registrant
By:
CHARTER COMMUNICATIONS, INC., Sole Manager
Dated: August
26, 2005
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By:/s/
Paul E. Martin
Name:
Paul E. Martin
Title:
Senior Vice President,
Interim Chief
Financial Officer,
Princial
Accounting Officer and
Corporate
Controller
(Principal
Financial Officer and
Principal
Accounting
Officer)
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CHARTER
COMMUNICATIONS HOLDINGS CAPITAL CORPORATION
Registrant
Dated:
August 26, 2005
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By:/s/
Paul E. Martin
Name:
Paul E. Martin
Title:
Senior Vice President,
Interim Chief
Financial Officer,
Princial
Accounting Officer and
Corporate
Controller
(Principal
Financial Officer and
Principal
Accounting
Officer)
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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99.1
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Press
release dated August 24, 2005. *
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* filed
herewith
Exhibit
99.1
NEWS
FOR
RELEASE: 5:00AM CT, Wednesday, August 24, 2005
CHARTER
COMMUNICATIONS ANNOUNCES PRIVATE
DEBT
EXCHANGE OFFERS FOR $8.4 BILLION OF DEBT SECURITIES
ST.
LOUIS, MO
-
Charter Communications, Inc. (Nasdaq: CHTR) announced today that Charter
Communications Holdings, LLC ("Charter Holdings") and its wholly owned
subsidiaries, CCH I, LLC ("CCH I") and CCH I Holdings, LLC ("CIH"), are
commencing private offers to exchange any and all of the $8.4 billion aggregate
principal amount of outstanding debt securities listed below of Charter Holdings
(the "Old Notes") in a private placement for new debt securities.
The
offer
is made only to qualified institutional buyers and institutional accredited
investors inside the United States and to certain non-U.S. investors located
outside the United States. The purpose of these private exchange offers is
to
improve Charter Holdings’ financial flexibility by extending debt maturities and
reducing indebtedness.
CCH
I is
offering to issue $3.525 billion aggregate principal amount of new 11.00% Senior
Secured Notes due 2015 of CCH I (the "CCH I Notes") in exchange for Old Notes
that mature in 2009 and 2010 ("Old 2009-2010 Notes"). Of that amount, up to
$750
million (subject to increase) principal amount of CCH I notes is issuable in
exchange for Old Notes that mature in 2011 and 2012 ("Old 2011-2012 Notes").
In
addition, CIH is offering to issue $4.262 billion aggregate principal amount
of
various series of Senior Accreting Notes due 2014 and 2015 (the "CIH Notes")
in
exchange for any and all of the Old 2011-2012 Notes.
For
each
$1,000 principal amount of tendered Old 2011-2012 Notes, CIH will issue CIH
Notes with a principal amount of $1,000 and the same coupon as the corresponding
series of Old 2011-2012 Notes. The principal amount of CCH I Notes issuable
in
exchange for each $1,000 principal amount of Old Notes is listed in the table
below.
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CCH
I Notes per $1,000 Principal Amount of Old Notes
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||||||||||||||||
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CUSIP
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Principal
Amount Outstanding
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Old
Notes to be Exchanged for CCH I Notes
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Exchange
Consideration
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Early
Participation Payment
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Total
Consideration
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2009-2010
Notes
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16117PAE0
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$
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1,244,067,000
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8.625%
Senior Notes due 2009
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$
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780.00
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$
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50.00
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$
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830.00
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16117PAK6
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640,437,000
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10.00%
Senior Notes due 2009
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808.75
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50.00
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858.75
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16117PAT7
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874,000,000
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10.75%
Senior Notes due 2009
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811.25
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50.00
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861.25
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16117PAZ3
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639,567,000
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9.625%
Senior Notes due 2009
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778.75
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50.00
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828.75
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16117PAL4
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318,195,000
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10.25%
Senior Notes due 2010
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778.75
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50.00
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828.75
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16117PAM2
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449,500,000
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11.75%
Senior Discount Notes due 2010 (fully accreted)
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813.75
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50.00
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863.75
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2011-2012
Notes
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||||||||||||||||
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16117PAV2
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$
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500,000,000
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11.125%
Senior Notes due 2011
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$
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748.75
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$
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50.00
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$
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798.75
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16117PAF7
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1,108,180,000
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9.920%
Senior Discount Notes due 2011 (fully accreted)
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731.25
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50.00
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781.25
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16117PBB5
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709,630,000
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10.00%
Senior Notes due 2011
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731.25
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50.00
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781.25
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16117PBD1
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939,306,000
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11.75%
Senior Discount Notes due 2011
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670.00
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50.00
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720.00
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16117PAW0
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675,000,000
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13.50%
Senior Discount Notes due 2011
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768.75
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50.00
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818.75
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16117PBH2
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329,720,000
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12.125%
Senior Discount Notes due 2012
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597.50
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50.00
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647.50
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The
CCH I
Notes will mature on October 1, 2015 and will be secured by a pledge of 100%
of
the equity interests of CCH I’s subsidiary, CCH II, LLC. Each series of CIH
Notes will mature three years after the maturity date of the corresponding
series of Old 2011-2012 Notes. Each series of CIH Notes will pay cash interest
on 100% of the principal amount at the same rate, and on the same dates, as
the
corresponding series of Old 2011-2012 Notes. The accreted value of each series
of CIH Notes will initially be $800 per $1,000 principal amount and will accrete
on a straight-line basis to $1,000 per $1,000 principal amount on September
30,
2007.
All
CCH I
Notes and CIH Notes will be structurally senior to any Old Notes that remain
outstanding after consummation of the exchange offers. CCH I is a direct
subsidiary of CIH and CIH is a direct subsidiary of Charter
Holdings.
Tenders
of Old 2009-2010 Notes are not subject to proration. Tenders of Old 2011-2012
Notes for CIH Notes are also not subject to proration.
Tenders
of Old 2011-2012 Notes for CCH I Notes are subject to proration as follows.
The
aggregate principal amount of CCH I Notes available to be issued in
exchange for Old 2011-2012 Notes will be limited to the lesser of (i) $750
million (subject to increase in Charter Holdings’ discretion) and (ii) the
maximum amount that can be issued without causing the total principal amount
of
CCH I Notes issuable in the exchange offers to exceed $3.525 billion.
If
the offer to issue CCH I Notes in exchange for Old 2011-2012 Notes is
oversubscribed, all tendered 11.125% Senior Notes due 2011, 9.92% Senior
Discount Notes due 2011 and 10.00% Senior Notes due 2011 will be exchanged
for
CCH I Notes before any of the other Old 2011-2012 Notes are exchanged
for
CCH I Notes. To the extent holders of the Old 2011-2012 Notes who tendered
for
CCH I Notes do not receive CCH I Notes in the exchange offer because of the
foregoing, such holders will instead receive CIH Notes as if they had tendered
their Old 2011-2012 Notes for CIH Notes (unless they have elected otherwise,
in
which case their Old 2011-2012 Notes not accepted for CCH I Notes will be
returned).
In
order
to be eligible to receive the early participation payment of $50.00 in principal
amount of new notes, holders must tender their Old Notes on or prior to 5:00
PM
Eastern Time (ET), on September 9, 2005, unless extended. Eligible holders
who
validly tender their Old Notes after that time will receive, for each $1,000
principal amount of Old Notes tendered, a principal amount of new notes equal
to
the total consideration for that series of Old Notes less the early
participation payment. The early participation payment will be paid in
CCH I Notes, to the extent Old Notes are exchanged for CCH I
Notes,
and will be paid in CIH Notes, to the extent Old Notes are exchanged for CIH
Notes.
Tendered
Old Notes may be validly withdrawn at any time prior to 5:00 PM ET, on September
9, 2005. Tendered Old Notes may not be withdrawn after that time.
Holders
who exchange Old Notes for CCH I Notes will receive a cash payment on
the
settlement date of all accrued and unpaid cash interest to, but not including,
the settlement date. The first payment of cash interest on each series of CIH
Notes will include an amount equal to any cash interest accrued and unpaid
to,
but not including, the settlement date on the corresponding series of Old
2011-2012 Notes exchanged for CIH Notes. Such amount will be paid on the first
date after the settlement date on which cash interest would be paid on the
corresponding series of Old 2011-2012 Notes so exchanged.
The
new
notes have not been registered under the Securities Act of 1933, as amended,
and
may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements. CCH I and CIH will enter
into a registration rights agreement pursuant to which they will agree to file
an exchange offer registration statement with
the
Securities and Exchange Commission with respect to the CCH I Notes and CIH
Notes.
The
complete terms and conditions of the exchange offers are set forth in the
informational documents relating to the offers. The exchange offers are subject
to significant conditions that are described in the informational documents.
Documents
relating to the offers will only be distributed to noteholders who complete
and
return a letter of eligibility confirming that they are within the category
of
eligible investors for this private offer. Noteholders who desire a copy of
the
eligibility letter may contact Global Bondholder Service Corporation, the
information agent for the offers, at (866) 470-3800 (U.S. Toll-free) or (212)
430-3774 (Collect).
This
press release shall not constitute an offer to sell or the solicitation of
an
offer to buy any security and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offering, solicitation or sale would
be
unlawful.
###
About
Charter Communications
Charter
Communications, Inc., a broadband communications company, provides a full range
of advanced broadband services to the home, including cable television on an
advanced digital video programming platform via Charter Digital™, Charter
High-Speed™ Internet service and Charter Telephone™. Charter Business™ provides
scalable, tailored and cost-effective broadband communications solutions to
organizations of all sizes through business-to-business Internet, data
networking, video and music services. Advertising sales and production services
are sold under the Charter Media® brand. More information about Charter can be
found at www.charter.com .
#
#
#
Contact:
Press: Analysts:
David
Andersen Mary
Jo
Moehle
(314)
543-2213 (314)
543-2397
Cautionary
Statement Regarding Forward-Looking Statements:
This
release includes
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended (the "Securities Act"), and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), regarding,
among other things, our plans, strategies and prospects, both business and
financial. Although we believe that our plans, intentions and expectations
reflected in or suggested by these forward-looking statements are reasonable,
we
cannot assure you that we will achieve or realize these plans, intentions or
expectations. Forward-looking statements are inherently subject to risks,
uncertainties and assumptions. Many of the forward-looking statements contained
in this
release may
be identified by the use of forward-looking words such as "believe," "expect,"
"anticipate," "should," "planned," "will," "may," "intend," "estimated" and
"potential," among others. Important factors that could cause actual results
to
differ materially from the forward-looking statements we make in this
release are
set forth in reports or documents that we file from time to time with the SEC,
and include, but are not limited to:
| · |
the
availability of funds to meet interest payment obligations under
our debt
and to fund our operations and necessary capital expenditures, either
through cash flows from operating activities, further borrowings
or other
sources;
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| · |
our
ability to sustain and grow revenues and cash flows from operating
activities by offering video, high-speed Internet, telephone and
other
services and to maintain a stable customer base, particularly in
the face
of increasingly aggressive competition from other service
providers;
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| · |
our
ability to comply with all covenants in our indentures and credit
facilities, any violation of which would result in a violation of
the
applicable facility or indenture and could trigger a default of other
obligations under cross-default
provisions;
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| · |
our
ability to repay or refinance debt as it becomes
due;
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our
ability to obtain programming at reasonable prices or to pass cost
increases on to our customers;
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| · |
general
business conditions, economic uncertainty or slowdown;
and
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| · |
the
effects of governmental regulation, including but not limited to
local
franchise taxing authorities, on our business.
|
All
forward-looking statements attributable to us or any person acting on our behalf
are expressly qualified in their entirety by this cautionary statement. We
are
under no duty or obligation to update any of the forward-looking statements
after the date of this release.