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): February 11, 2010
CCO Holdings, LLC
CCO Holdings Capital
Corp.
(Exact name of registrants as
specified in their charters)
Delaware
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
|
333-112593
|
86-1067239
|
|
|
333-112593-01
|
20-0257904
|
|
|
(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 registrant 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
5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
Indemnification
Agreements
On
February 11, 2010, Charter Communications, Inc. (the "Company"), the
indirect parent company of CCO Holdings, LLC and CCO Holdings Capital Corp.,
entered into revised Indemnification Agreements (the "Indemnification
Agreements") with certain officers of the Company, including all the Named
Executive Officers, Messrs. Smit, Lovett and Fawaz and Ms.
Schmitz. The Indemnification Agreements, which were approved by the
Company's Board of Directors following the Company's emergence from bankruptcy
on November 30, 2009, provide that the Company shall indemnify the
contracting individuals in performance of their duties as officers and employees
of the Company, to the fullest extent permissible under the General Corporation
Law of the State of Delaware. The revised agreement includes a
guaranty of the payment and performance of the Indemnification Agreements by one
of the Company's indirect subsidiaries, CCH II, LLC. See the form of
Indemnification Agreement for further information, attached hereto as Exhibit
10.1.
ITEM
8.01. OTHER EVENTS.
Exchange of Holdco
Units
As
previously disclosed, the Company entered into an exchange agreement (the
“Exchange Agreement”), with Charter Investment, Inc. (“CII”), Paul G. Allen
(“Mr. Allen”) and Charter Communications Holding Company, LLC (“Charter Holdco”)
on November 30, 2009, pursuant to which Mr. Allen and certain persons and
entities affiliated with Mr. Allen, had certain rights and options, including,
without limitation, at any time and from time to time on or before November 30,
2014, to exchange all or any portion of their membership units in Charter Holdco
(the “Holdco Units”) for $1,000 in cash and up to approximately 1.1 million
shares of the Company’s Class A common stock in a taxable
transaction.
As of
November 30, 2009, there was an aggregate of 100 Holdco Units outstanding, of
which 99 were held by the Company and one (1) was held by CII. As
permitted by the Exchange Agreement, on December 28, 2009, CII exchanged 81% of
its one (1) Holdco Unit for 907,698 shares of the Company’s Class A common stock
and $1,000 in cash. On February 8, 2010, the remaining 0.19 Holdco
Unit was exchanged by Mr. Allen for an additional 212,923 shares of the
Company’s Class A common stock. As part of the exchange, CII merged
with a subsidiary of the Company, became a wholly-owned subsidiary of the
Company and continued to hold the 0.19 Holdco Unit. As a result of
this transaction, Charter Holdco is now an indirect, wholly-owned subsidiary of
the Company.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibit is filed pursuant to Item 5.02:
|
Exhibit
No.
|
Description
|
|
|
10.1
|
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of Charter Communications, Inc. filed on February 12, 2010 (File No. 001-33664)). |
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: February 12, 2010
|
|
By:/s/
Kevin D. Howard
Name:
Kevin D. Howard
Title: Senior Vice
President - Finance, Controller and Chief Accounting
Officer
|
CCO HOLDINGS
CAPITAL CORP.
Registrant
Dated: February 12, 2010
|
|
By:/s/
Kevin D. Howard
Name:
Kevin D. Howard
Title: Senior Vice
President - Finance, Controller and Chief Accounting
Officer
|
EXHIBIT INDEX
|
Exhibit
No.
|
Description
|
|
|
10.1
|
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of Charter Communications, Inc. filed on February 12, 2010 (File No. 001-33664)). |