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): March 11, 2008
Charter
Communications Holdings, LLC
Charter
Communications Holdings Capital
Corporation
CCH
II, LLC
CCH
II Capital
Corp.
CCO
Holdings, LLC
CCO
Holdings Capital Corp.
(Exact name of registrants as
specified in their charters)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
|
333-77499
|
43-1843179
|
|
|
333-77499-01
|
43-1843177
|
|
|
333-111423
|
03-0511293
|
|
|
333-111423-01
|
13-4257703
|
|
|
333-112593
|
86-1067239
|
|
|
333-112593-01
|
20-0259004
|
|
|
(Commission File
Number)
|
(I.R.S. Employer
Identification Number)
|
12405 Powerscourt Drive
St. Louis, Missouri
63131
(Address of principal executive
offices including zip code)
(314) 965-0555
(Registrants' 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 registrants under any of the following
provisions:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
8.01 Other Events
On
March 11, 2008, Charter Communications, Inc. ("Charter"), the
indirect parent company of Charter Communications Holdings, LLC, Charter
Communications Capital Corporation, CCH II, LLC, CCH II Capital Corp., CCO
Holdings, LLC and CCO Holdings Capital Corp., announced that its
subsidiary, Charter Communications Operating, LLC ("Charter Operating"), agreed
to issue approximately $520 million principal amount of 10.875% senior second
lien notes due 2014 ("the Notes"). The purchase price of the Notes
will be approximately 96.1% of the principal amount. The net proceeds of this
proposed issuance will be used to repay, but not permanently reduce, the
outstanding debt balances under the existing revolving credit facility of
Charter Operating. The Notes will be sold to qualified institutional
buyers in reliance on Rule 144A and outside the United States to non-U.S.
persons in reliance on Regulation S.
Charter also
announced that Charter Operating has arranged $500 million principal amount of
incremental term loans (the "Incremental Term Loans") under the Charter
Operating credit facilities. The net proceeds of the Incremental Term
Loans will be used to reduce borrowings, but not commitments, under the
revolving portion of the Charter Operating credit facilities and for general
corporate purposes. Charter expects the closing of the Incremental
Term Loans to occur in approximately one week.
The
press releases announcing the pricing of the Notes and the arranging of the
Incremental Term Loans are attached hereto as Exhibits 99.1 and 99.2,
respectively.
Item
9.01 Financial Statements and Exhibits.
|
Exhibit
Number
|
|
Description
|
|
|
|
|
| 99.1 |
Press
Release dated March 11, 2008 (Incorporated by reference to
Exhibit 99.1 to the current report on Form 8-K of Charter Communications,
Inc. filed on March 14, 2008 (File No.
000-27927)).
|
|
| 99.2 |
Press
Release dated March 11, 2008 (Incorporated by reference to
Exhibit 99.2 to the current report on Form 8-K of Charter Communications,
Inc. filed on March 14, 2008 (File No.
000-27927)).
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Charter
Communications Holdings, LLC and Charter Communications Holdings Capital
Corp. 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: March 13,
2008
|
|
By:/s/
Grier C. Raclin
Name: Grier
C. Raclin
Title:
Executive Vice President, General Counsel and Secretary
|
|
|
Charter
Communications
Holdings Capital Corp.
Registrant
|
Dated: March 13, 2008
|
|
By:/s/
Grier C. Raclin
Name: Grier
C. Raclin
Title: Executive Vice
President, General Counsel and Secretary
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, CCH II, LLC
and CCH II Capital Corp. have duly caused this Current Report to be signed
on their behalf by the undersigned hereunto duly
authorized.
|
|
CCH II,
LLC
Registrant
By: CHARTER COMMUNICATIONS, INC., Sole
Manager
|
Dated: March 13,
2008
|
|
By:/s/
Grier C. Raclin
Name: Grier
C. Raclin
Title: Executive Vice
President, General Counsel and Secretary
|
|
|
CCH II
Capital Corp.
Registrant
|
|
|
By:/s/
Grier C. Raclin
Name: Grier
C. Raclin
Title: Executive Vice
President, General Counsel and Secretary
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, CCO Holdings, LLC
and CCO Holdings Capital Corp. have duly caused this Current Report to be signed
on their behalf by the undersigned hereunto duly
authorized.
|
|
CCO
Holdings, LLC
Registrant
By: CHARTER COMMUNICATIONS, INC., Sole
Manager
|
Dated: March 13,
2008
|
|
By:/s/
Grier C. Raclin
Name: Grier
C. Raclin
Title: Executive Vice
President, General Counsel and Secretary
|
|
|
CCO
Holdings Capital Corp.
Registrant
|
Dated: March 13, 2008
|
|
By:/s/
Grier C. Raclin
Name: Grier
C. Raclin
Title: Executive Vice
President, General Counsel and Secretary
|
EXHIBIT
INDEX
|
Exhibit
Number
|
|
Description
|
|
|
|
|
| 99.1 |
Press
Release dated March 11, 2008 (Incorporated by reference to
Exhibit 99.1 to the current report on Form 8-K of Charter Communications,
Inc. filed on March 14, 2008 (File No.
000-27927)).
|
|
| 99.2 |
Press
Release dated March 11, 2008 (Incorporated by reference to
Exhibit 99.2 to the current report on Form 8-K of Charter Communications,
Inc. filed on March 14, 2008 (File No.
000-27927)).
|