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): June 30, 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)
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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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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On June
30, 2008, Charter, 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
approximately $338 million aggregate principal amount of 10.25% Senior Notes due
2010 (the “Old Notes”) issued by its indirect subsidiaries, CCH II, LLC and CCH
II Capital Corp (collectively, “CCH II”) had been validly tendered in exchange
for additional CCH II 10.25% Senior Notes due 2013 (the “New
Notes”). Based on the “modified Dutch auction” process used in the
offer exchange, the clearing exchange ratio was $1,077.50 principal amount of
New Notes per $1,000 principal amount of Old Notes. Accordingly, on July 2,
2008, approximately $364 million in principal amount of New Notes were issued to
holders whose Old Notes were accepted for exchange.
The New Notes were issued pursuant to a
supplemental indenture dated as of July 2, 2008 (the “Supplemental Indenture”),
to the indenture dated as of September 14, 2006 (the “Indenture”), among CCH II,
Charter Communications Holdings, LLC (“Charter Holdings”), and The Bank of New
York Mellon Trust Company, N.A., as trustee (the “Trustee”). The New
Notes are senior unsecured obligations of CCH II and rank pari passu to all of
CCH II’s existing and future unsecured senior indebtedness. Charter
Holdings has guaranteed the New Notes on a senior unsecured basis.
The New Notes will mature on October 1,
2013 and bear interest at 10.25% per annum, payable on April 1 and October 1 of
each year. The New Notes are redeemable at CCH II’s option on or
after October 1, 2010 at various redemption prices beginning at 105.125% in 2010
and declining to par in 2012. In addition, prior to October 1, 2009,
CCH II may redeem up to 35% of the New Notes from the proceeds of certain equity
offerings at a specified redemption price.
Except as superseded by the
Supplemental Indenture, the New Notes are governed by the provisions of the
Indenture. The information in Item 1.01 of the Form 8-K filed by
Charter on September 13, 2006 (Commission File No. 000-27927), describing the
terms of the Indenture is hereby incorporated by reference to this Item
1.01.
The Supplemental Indenture is attached
as Exhibit 10.1.
In connection with the issuance of the
New Notes, Charter Holdings and CCH II entered into an exchange offer and
registration rights agreement dated July 2, 2008 (the “Registration Rights
Agreement”), with Banc of America Securities LLC and Citigroup Global Markets
Inc., as representatives of holders of the New Notes. Pursuant to the
Registration Rights Agreement, if the restrictive legend on the New Notes has
not been removed and the New Notes are not freely tradable as of the 370th day
after the date of the initial issuance of the New Notes, Charter Holdings and
CCH II agreed to, at their expense, use their reasonable best efforts to file a
registration statement (the “Exchange Offer Registration Statement”) with
respect to a registered exchange offer (the “Exchange Offer”) to exchange the
New Notes for notes with terms substantially identical in all material respects
with the New Notes, to cause the Exchange Offer Registration Statement to be
declared effective by the Securities and Exchange Commission under the
Securities Act of 1933, as amended, and to consummate the Exchange
Offer.
The Registration Rights Agreement is
attached as Exhibit 10.2.
ITEM
2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER
AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information in Item 1.01 of this
Form 8-K is hereby incorporated by reference to this Item 2.03.
ITEM
8.01 OTHER EVENTS.
The press release announcing the
results of the offer is attached hereto as Exhibit 99.1.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibits are filed pursuant to Items 1.01 and 8.01:
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Exhibit
Number
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Description
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10.1
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First
Supplemental Indenture dated as of July 2, 2008, among CCH II,
LLC, CCH II Capital Corp., Charter Communications Holdings,
LLC, and The Bank of New York Mellon Trust Company, N.A., for CCH II
10.25% Senior Notes due 2013 (Incorporated
by reference to Exhibit 10.1 to the current report on Form 8-K of Charter
Communications, Inc. filed on July 3, 2008 (File No.
000-27927)).
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10.2
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Exchange
and Registration Rights Agreement dated as of July 2, 2008 for the
issuance of CCH II 10.25% Senior Notes due 2013 (Incorporated
by reference to Exhibit 10.2 to the current report on Form 8-K of
Charter Communications, Inc. filed on July 3, 2008 (File No.
000-27927)).
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99.1
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Press
Release dated June 30, 2008 (Incorporated
by reference to Exhibit 99.1 to the current report on Form 8-K of Charter
Communications, Inc. filed on July 3, 2008 (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: July 3,
2008
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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: July 3, 2008
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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: July 3,
2008
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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: July 3,
2008
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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: July 3,
2008
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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: July 3,
2008
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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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10.1
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First
Supplemental Indenture dated as of July 2, 2008, among CCH II,
LLC, CCH II Capital Corp., Charter Communications Holdings,
LLC, and The Bank of New York Mellon Trust Company, N.A., for CCH II
10.25% Senior Notes due 2013 (Incorporated
by reference to Exhibit 10.1 to the current report on Form 8-K of Charter
Communications, Inc. filed on July 3, 2008 (File No.
000-27927)).
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10.2
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Exchange
and Registration Rights Agreement dated as of July 2, 2008 for the
issuance of CCH II 10.25% Senior Notes due 2013 (Incorporated
by reference to Exhibit 10.2 to the current report on Form 8-K of Charter
Communications, Inc. filed on July 3, 2008
(File No. 000-27927)).
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99.1
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Press
Release dated June 30, 2008 (Incorporated
by reference to Exhibit 99.1 to the current report on Form 8-K of Charter
Communications, Inc. filed on July 3, 2008 (File No.
000-27927)).
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