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): April
28, 2006
Renaissance
Media Group LLC
Renaissance Media (Louisiana)
LLC
Renaissance Media (Tennessee)
LLC
Renaissance
Media Capital Corporation
(Exact
name of registrants as specified in their charter)
Delaware
Delaware
Delaware
Delaware
(State
or Other Jurisdiction of Incorporation or Organization)
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333-56679
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14-1803051
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333-56679-02
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14-1801165
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333-56679-01
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14-1801164
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333-56679-03
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14-1803049
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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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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.
Amended
and Restated Credit Facility
On
April
28, 2006, Charter Communications Operating, LLC (“CCO”), an indirect parent
company of
Renaissance Media Group LLC, Renaissance Media (Louisiana)
LLC, Renaissance
Media (Tennessee) LLC and Renaissance Media Capital Corporation,
entered
into an Amended and Restated Credit Agreement among CCO,
CCO Holdings, LLC
("CCOH"), the several lenders from time to time that are
parties thereto,
JPMorgan Chase Bank, N.A., as administrative agent, and
certain other agents
(the “Credit Agreement”), and a related Amended and Restated Guarantee and
Collateral Agreement among CCOH, CCO, and certain of CCO's
subsidiaries in favor
of JPMorgan Chase Bank, N.A., as administrative agent (the
“Guarantee and
Collateral Agreement”).
The
Credit Agreement amends and restates the Amended and Restated
Credit Agreement,
dated as of March 18, 1999, as amended and restated as
of April 27, 2004, by and
among CCO, CCOH, the several lenders from time to time
parties thereto, and the
agents named therein (the “Existing Credit Agreement”).
The
Credit Agreement consists of a $1.5 billion senior secured revolving line
of credit, a $5 billion term loan facility and a $350 million
one-year revolving
line of credit (the "R/T facility"). Amounts outstanding
under the R/T facility
will convert into term loans after one year. The revolving
commitments terminate
on April 27, 2010. The term loans (including converted
R/T loans) are subject to
amortization at 1% of their initial principal amount per
annum. The remaining
principal amount of the term loans will be due on April
28, 2013.
Borrowings
under the Credit Agreement bear interest at a variable
interest rate based on
either LIBOR or a base rate plus, in either case, an applicable
margin. The
applicable margin for LIBOR term loans is 2.625%. The applicable
margin for the
revolving and R/T loans varies depending on the ratio as
of the last day of each
fiscal quarter of the consolidated indebtedness of CCO
and its subsidiaries to
their quarterly consolidated operating cash flow, multiplied
by four. During the
first fiscal quarter ending after the restatement effective
date, the applicable
margin for LIBOR revolving loans and R/T loans will be
3.00%.
The
Credit Agreement is guaranteed by CCOH and CCO's subsidiaries
that guarantee the
Existing Credit Agreement and is secured by the same
collateral that secures the
Existing Credit Agreement, including (i) the assets of
CCO and its subsidiaries
(other than assets of the non-guarantor subsidiaries),
to the extent such lien
can be perfected under the Uniform Commercial Code by
the filing of a financing
statement, and (ii) a pledge by CCOH of the equity interests
owned by it in CCO
or any of its subsidiaries, as well as intercompany obligations
owing to it by
any of such entities, in each case as set forth in the
Guarantee and Collateral
Agreement and (iii) a pledge by CCO and its subsidiaries
of equity interests or
intercompany notes held by them.
The
Credit Agreement contains a number of restrictions on CCO’s business, including,
but not limited to, restrictions on CCO’s and CCO’s subsidiaries’ (and in
certain instances, CCOH's) ability to grant liens on assets,
merge, consolidate,
or sell assets; incur indebtedness; make investments; engage
in other
businesses; engage in transactions with affiliates; and
make distributions on
equity interests. The Credit Agreement also contains affirmative
covenants and
events of default, including a cross default to other debt
of CCOH, CCO or its
subsidiaries in an aggregate amount equal to more than
$50 million and the
occurrence of a change of control. Failure to comply with
these covenants, or
the occurrence of an event of default, could result in
acceleration of CCO’s
debt and other financial obligations under the Credit Agreement.
The
foregoing does not constitute a complete summary of the
terms of the Credit
Agreement and the Guarantee and Collateral Agreement. The
descriptions of the
terms of the Credit Agreement and the Guarantee and Collateral
Agreement are
qualified in their entirety by reference to such agreements.
ITEM
1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
In
connection with the Credit Agreement, on April 28, 2006,
the senior bridge loan
agreement, dated October 17, 2005 by and among CCO Holdings,
LLC, CCO Holdings
Capital Corp., JP Morgan Chase Bank, N.A., as administrative
agent, and the
other parties thereto (the “Bridge Loan Agreement”) was terminated.
ITEM
2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
OF
REGISTRANT.
The
information in Item 1.01 of this Form 8-K is hereby incorporated
by reference to
this Item 2.03.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibits are filed pursuant to Item 1.01 and Item
2.03:
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Exhibit
Number
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Description
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10.1
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Amended
and Restated Credit Agreement, dated as of April
28, 2006, among Charter
Communications Operating, LLC, CCO Holdings, LLC,
the lenders from time to
time parties thereto and JPMorgan Chase Bank, N.A.,
as administrative
agent (Incorporated by reference to Exhibit 10.1
to the current report on
Form 8-K of Charter Communications, Inc. filed
on May 1, 2006 (File No.
000-27927)).
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99.1
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Press
release dated as of April 28, 2006 (Incorporated
by reference to Exhibit
99.1 to the current report on Form 8-K of Charter
Communications, Inc.
filed on May 1, 2006 (File No. 000-27927)).
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934,
Renaissance Media Group LLC, Renaissance Media (Louisiana) LLC, Renaissance
Media (Tennessee) LLC and Renaissance Media Capital Corporation have duly
caused this Current Report to be signed on their behalf by the undersigned
hereunto duly authorized.
RENAISSANCE
MEDIA GROUP LLC
RENAISSANCE
MEDIA (LOUISIANA)
LLC
RENAISSANCE
MEDIA (TENNESSEE)
LLC
Registrant
By:
CHARTER COMMUNICATIONS, INC., Sole Manager
Dated:
May 1, 2006
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By:/s/
Grier C. Raclin
Name:
Grier C. Raclin
Title:
Executive
Vice President and General
Counsel
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RENAISSANCE
MEDIA CAPITAL CORPORATION
Registrant
Dated:
May 1, 2006
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By:/s/
Grier C. Raclin
Name:
Grier C. Raclin
Title:
Executive
Vice President and General
Counsel
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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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Amended
and Restated Credit Agreement, dated as of April 28, 2006, among
Charter
Communications Operating, LLC, CCO Holdings, LLC, the lenders from
time to
time parties thereto and JPMorgan Chase Bank, N.A., as administrative
agent (Incorporated by reference to Exhibit 10.1 to the current
report on
Form 8-K of Charter Communications, Inc. filed on May 1, 2006 (File
No.
000-27927)).
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99.1
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Press
release dated as of April 28, 2006 (Incorporated by reference to
Exhibit
99.1 to the current report on Form 8-K of Charter Communications,
Inc.
filed on May 1, 2006 (File No. 000-27927)).
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