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): January 15, 2009
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)
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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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333-111423
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03-0511293
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333-111423-01
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13-4257703
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333-112593
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86-1067239
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333-112593-01
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20-0259004
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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
(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:
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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.
Charter
Communications, Inc. (the “Company”), the indirect parent company of Charter
Communications Holdings, LLC, Charter Communications Holdings Capital
Corporation, CCH II, LLC, CCH II Capital Corp., CCO Holdings, LLC and CCO
Holdings Capital Corp., announced that two of its subsidiaries, CCH I Holdings,
LLC and Charter Communications Holdings, LLC, did not make scheduled payments of
interest due on January 15, 2009, on certain of their outstanding senior notes
set forth in the table below. The interest payments total $73.7
million in the aggregate (as set forth in the table below).
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Interest
Due
($
in millions)
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Principal
Amount
Outstanding
(as
of 9/30/08, $ in millions)
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CCH
I Holdings, LLC:
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11.125%
senior notes due January 15, 2014
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8.4 | 151 | ||||||
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13.500%
senior discount notes due January 15, 2014
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39.2 | 581 | ||||||
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12.125%
senior discount notes due January 15, 2015
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13.1 | 217 | ||||||
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Charter
Holdings:
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10.250%
senior notes due January 15, 2010
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0.9 | 18 | ||||||
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11.75%
senior discount notes due January 15, 2010
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0.9 | 16 | ||||||
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11.125%
senior discount notes due January 15, 2011
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2.6 | 47 | ||||||
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13.500%
senior discount notes due January 15, 2011
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4.0 | 60 | ||||||
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12.125%
senior discount notes due January 15, 2012
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4.6 | 75 | ||||||
| 73.7 | 1,165 | |||||||
If such
interest payments are not made within the 30-day grace period provided by each
of the governing Indentures, an event of default would occur under the
indentures governing the notes, permitting holders of at least 25% in principal
amount of any outstanding series of notes on which the interest payment was not
made to declare the full amount of the applicable notes immediately
due and payable.
An event
of default on the notes, without such an acceleration of amounts due under the
notes, would not trigger cross-defaults on any of the other debt of the
subsidiaries of the Company. If payment is not made with respect to
any series of notes within the 30-day grace period, and the notes are
accelerated, all amounts due with respect to such affected notes become
immediately due and payable. If notes issued by the Company or any of
its subsidiaries accelerate, and such notes, together with the amount of any
other notes of the Company or any of its subsidiaries that accelerate, represent
$100 million or more in principal amount, events of default would occur under
other debt instruments of the Company or certain of its subsidiaries which could
lead to the acceleration of indebtedness under such documents.
On
December 12, 2008, the Company announced that it was initiating discussions with
its bondholders regarding financial alternatives to improve the Company’s
balance sheet. As of January 13, 2009, the Company had cash on hand
and cash equivalents in excess of $900 million, which is available to pay
operating costs and expenses.
A copy of
the press release announcing an update on interest payments is attached as
Exhibit 99.1.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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Exhibit
Number
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Description
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99.1
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Press
release announcing update on interest payments (Incorporated by
reference to Exhibit 99.1 to the current report on Form 8-K of Charter
Communications, Inc. filed on January 15, 2009 (File No.
000-27927)).
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, Charter
Communications Holdings, LLC, Charter Communications Holdings Capital
Corporation, CCH II, LLC, CCH II Capital Corp., CCO Holdings, LLC, and CCO
Holdings Capital Corp. have duly caused this current report to be signed on its
behalf by the undersigned, thereunto duly authorized.
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Charter Communications Holdings,
LLC
Registrant
By: CHARTER COMMUNICATIONS, INC., Sole
Manager
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Dated: January 15,
2009
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By:/s/ Kevin D.
Howard
Name:
Kevin D. Howard
Title:
Vice
President, Controller and Chief Accounting
Officer
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Charter
Communications
Holdings Capital Corporation
Registrant
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Dated: January 15,
2009
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By:/s/ Kevin D.
Howard
Name:
Kevin D. Howard
Title:
Vice
President, Controller and Chief Accounting
Officer
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CCH II,
LLC
Registrant
By: CHARTER COMMUNICATIONS, INC., Sole
Manager
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Dated: January 15,
2009
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By:/s/ Kevin D.
Howard
Name:
Kevin D. Howard
Title:
Vice
President, Controller and Chief Accounting
Officer
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CCH II
Capital Corp.
Registrant
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Dated: January 15,
2009
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By:/s/ Kevin D.
Howard
Name:
Kevin D. Howard
Title:
Vice
President, Controller and Chief Accounting
Officer
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CCO
Holdings, LLC
Registrant
By: CHARTER COMMUNICATIONS, INC., Sole
Manager
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Dated: January 15,
2009
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By:/s/ Kevin D.
Howard
Name:
Kevin D. Howard
Title:
Vice
President, Controller and Chief Accounting
Officer
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CCO
Holdings Capital Corp.
Registrant
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Dated: January 15,
2009
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By:/s/ Kevin D.
Howard
Name:
Kevin D. Howard
Title:
Vice
President, Controller and Chief 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 announcing update on interest payments
(Incorporated by
reference to Exhibit 99.1 to the current report on Form 8-K of Charter
Communications, Inc. filed on January 15, 2009 (File No.
000-27927)).
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