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 6,
2007
CCO
Holdings, LLC
CCO
Holdings Capital Corp.
(Exact
name of registrants as specified in their charter)
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
(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:
|
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))
|
Amended
and Restated Credit Agreement of Charter Communications
Operating,
LLC
On
March
6, 2007, Charter Communications Operating,
LLC (“Charter Operating”), the direct
subsidiary of CCO
Holdings, LLC and CCO Holdings Capital Corp., entered into an
Amended and Restated Credit Agreement among
Charter Operating, CCO Holdings, LLC
(“CCO Holdings”), the several lenders from time to time that
are parties
thereto, JPMorgan Chase Bank, N.A., as administrative
agent, and certain other
agents (the “Charter Operating Credit Agreement”), and it entered into a related
Amended and Restated Guarantee and Collateral
Agreement among CCO Holdings, and
certain of Charter Operating’s subsidiaries in favor of JPMorgan Chase Bank,
N.A., as administrative agent (the “Guarantee and Collateral Agreement”).
The
Charter Operating 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 and as of April 28, 2006, by
and among Charter Operating, CCO
Holdings, the several lenders from time to
time parties thereto, and the agents
named therein (the “Existing Credit Agreement”).
The
Charter Operating Credit Agreement consists
of a $1.5 billion senior
secured revolving line of credit, a continuation
of the existing $5 billion term
loan facility (the "Existing Term Loan") and
a $1.5 billion new term loan
facility (the "New Term Loan") which will be
funded in one or more drawings on
or prior to April 30, 2007. Borrowings under
the Charter Operating 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 loans under the New Term Loan is 2.00%
above LIBOR. The applicable margin
for LIBOR revolving loans is 2.00% above LIBOR.
The revolving line of credit
commitments terminate on March 6, 2013. The
Existing Term Loan and the New Term
Loan are subject to amortization at 1% of their
initial principal amount per
annum. The remaining principal amount of the
New Term Loan will be due on March
6, 2014.
The
terms
of the Existing Term Loan have been amended
effective March 6, 2007. The
refinancing of the $5 billion Existing Term
Loan with new term loans is
permitted under the Charter Operating Credit
Agreement and is expected to close
April 30, 2007, after which the pricing (LIBOR
plus 2.00%) and amortization
profile of such term loan will match the New
Term Loan described above. Until
such time, the Existing Term Loan remains priced
at 2.625% above
LIBOR.
The
Charter Operating Credit Agreement is guaranteed
by CCO Holdings and the
subsidiaries of Charter Operating that guarantee
the Existing Credit Agreement,
and is secured by the same collateral that
secures the Existing Credit
Agreement, including (i) the assets of Charter
Operating 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 CCO Holdings
of the equity interests owned by it
in Charter Operating 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 Charter Operating
and its subsidiaries of equity interests or
intercompany notes held by them.
The
Charter Operating Credit Agreement contains
financial covenants requiring
Charter Operating to maintain a quarterly consolidated
leverage ratio not to
exceed 5 to 1 and a first lien leverage ratio
not to exceed 4 to 1. The
agreement also contains a number of restrictions
on Charter Operating’s
business, including, but not limited to, restrictions
on Charter Operating and
its subsidiaries’ (and in certain instances, CCO Holdings’s) ability to incur
indebtedness; grant liens on assets; merge,
consolidate, or sell assets; pay
dividends or make other restricted payments;
make investments; prepay or modify
certain indebtedness or management fees; engage
in transactions with affiliates;
enter into sale-leaseback transactions; or
engage in other business). The
Charter Operating Credit Agreement also contains
a number of affirmative
covenants and events of default, including
a cross default to other debt of CCO
Holdings, Charter Operating, or subsidiaries
of Charter Operating in an
aggregate amount equal to more than $100 million
and the occurrence of a change
of control. Failure to comply with these covenants,
or the occurrence of any
other event of default, could result in acceleration
of Charter Operating’s debt
and other financial obligations under the Charter
Operating Credit Agreement.
The
foregoing does not constitute a complete summary
of the terms of the Charter
Operating Credit Agreement and the Guarantee
and Collateral Agreement. The
descriptions of the terms of the Charter Operating
Credit Agreement and the
Guarantee and Collateral Agreement are qualified
in their entirety by reference
to such agreements.
Credit
Agreement of CCO Holdings, LLC
On
March
6, 2007, CCO Holdings, an indirect subsidiary
of Charter, entered into a credit
agreement among CCO Holdings, the several lenders
from time to time that are
parties thereto, Bank of America, N.A., as
administrative agent, and certain
other agents (the “CCO Holdings Credit Agreement”), and a related Pledge
Agreement made by CCO Holdings in favor of
Bank of America, N.A., as
administrative agent (the “Pledge Agreement”).
The
CCO
Holdings Credit Agreement consists of a $350
million term loan facility (the
“Term Facility”). The term loan matures on September 6, 2014
(the “Maturity
Date”). The CCO Holdings Credit Agreement also provides
for additional
incremental term loans (the “Incremental Loans”) maturing on the dates set forth
in the notices establishing such term loans,
but no earlier than the Maturity
Date.
Borrowings
under the CCO Holdings 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, other than Incremental
Loans, is 2.50% above LIBOR. The applicable
margin for base rate loans, other
than Incremental Loans, is 1.5%. The applicable
margin with respect to
Incremental Loans is as to be agreed upon by
CCO Holdings and the lenders when
the Incremental Loans are established.
The
CCO
Holdings Credit Agreement is secured by the
equity interests of Charter
Operating, and all proceeds thereof.
The
CCO
Holdings Credit Agreement contains a number
of restrictions on CCO Holdings,
including, but not limited to, restrictions
on the ability of CCO Holdings’ and
its restricted subsidiaries to pay dividends
or make other restricted payments;
grant liens on assets; merge, consolidate,
or sell assets; incur indebtedness;
make investments; engage in transactions with
affiliates; and issue subsidiary
guarantees of indebtedness. The CCO Holdings
Credit Agreement also contains a
number of affirmative covenants and events
of default, including a cross payment
default or cross acceleration to other debt
of CCO Holdings or of certain of its
subsidiaries in an aggregate principal amount
equal to $100 million or more.
Failure to comply with these covenants, or
the occurrence of any other event of
default, could result in acceleration of CCO
Holdings’ debt and other financial
obligations under the CCO Holdings Credit Agreement.
The
foregoing does not constitute a complete summary
of the terms of the CCO
Holdings Credit Agreement and the Pledge Agreement.
The descriptions of the
terms of the CCO Holdings Credit Agreement
and the Pledge Agreement are
qualified in their entirety by reference to
such agreements.
With
the
completion of these transactions, Charter expects
that cash on hand, cash flows
from operating activities, and the amounts
available under our credit facilities
will be adequate to meet our and our subsidiaries’ cash needs through
2008. We believe that cash flows from operating activities
and amounts
available under our credit facilities may not
be sufficient to fund our
operations and satisfy our and our subsidiaries’ interest and principal
repayment obligations in 2009 and will not
be sufficient to fund such needs in
2010 and beyond.
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
2.04 TRIGGERING EVENTS THAT ACCELERATE OR INCREASE
A DIRECT FINANCIAL OBLIGATION
OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET
ARRANGEMENT.
Redemption
of Charter Communications Holdings, LLC and
Charter Communications Holdings
Capital Corporation 8.625% Senior Notes due
2009
On
March
6, 2007, Charter Communications Holdings, LLC
and Charter Communications
Holdings Capital Corp. (together, the “Charter Holdings Issuers”), both
indirect subsidiaries of Charter, called for
redemption all of the $187,295,500
outstanding principal amount of their 8.625%
Senior Notes due 2009 (CUSIP number
16117PAE0) (the “2009 Notes”). The 2009 Notes were issued pursuant to an
indenture, dated as of March 17, 1999 (the
“Charter Holdings Indenture”),
between
the Charter Holdings Issuers and The Bank of
New York Trust Company, N.A., as
successor trustee. In accordance with the terms
of the 2009 Notes and the
Charter Holdings Indenture, the redemption
price is equal to the principal
amount of the 2009 Notes, plus accrued and
unpaid interest to the date of
redemption, April 5, 2007. Upon mailing the
notice of redemption in accordance
with the Charter Holdings Indenture, the 2009
Notes become irrevocably due and
payable on the redemption date at the redemption
price. A press release
announcing the redemption is attached hereto
as Exhibit 99.1.
Redemption
of CCO Holdings, LLC and CCO Holdings Capital
Corp. Senior Floating Rate Notes
due 2010
On
March
6, 2007, CCO Holdings and CCO Holdings Capital
Corp. (together, “CCO Holdings
Issuers”), both indirect subsidiaries of Charter, called
for redemption all of
the $550,000,000 outstanding principal amount
of their Senior Floating Rate
Notes due 2010 (CUSIP number 1248EP AE 3) (the
“2010 Notes”). The 2010 Notes
were issued pursuant to an indenture, dated
as of December 15, 2004 (the “CCO
Holdings Indenture”), between the CCO Holdings Issuers and Wilmington
Trust
Company, N.A., as successor trustee. In accordance
with the terms of the 2010
Notes and the CCO Holdings Indenture, the redemption
price is equal to 102% of
the principal amount of the 2010 Notes, plus
accrued and unpaid interest to the
date of redemption, April 6, 2007. Upon mailing
the notice of redemption in
accordance with the CCO Holdings Indenture,
the 2010 Notes become irrevocably
due and payable on the redemption date at the
redemption price. A press release
announcing the redemption is attached hereto
as Exhibit 99.1.
ITEM
8.01 OTHER EVENTS.
Charter
Holdings commenced a cash tender offer (the
“Tender Offer”) for certain of its
outstanding senior notes (the “Notes”). Charter Holdings is offering to purchase
an amount of its outstanding Notes such that
the amount Charter Holdings would
be required to pay for the purchase of the
Notes in total (including accrued and
unpaid interest) in the Tender Offer shall
not exceed $100 million. Holders who
tender their notes prior to 5:00 p.m., Eastern
Time, on March 19, 2007, unless
this early tender period is extended or earlier
terminated by Charter Holdings,
will qualify for the payment of a premium in
addition to the consideration being
paid per note. The Tender Offer will expire
at 5:00 PM Eastern Time, on Tuesday,
April 3, 2007, unless extended or earlier terminated.
A press release announcing
the Tender Offer is attached hereto as Exhibit
99.2.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
10.1
|
|
Amended
and Restated Credit Agreement, dated
as of March 6, 2007, 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 March
9, 2007 (File No. 000-27927)).
|
| 10.2 | Amended and Restated Guarantee and Collateral Agreement made by CCO Holdings, LLC, Charter Communications Operating, LLC and certain of its subsidiaries in favor of JPMorgan Chase Bank, N.A. ,as administrative agent, dated as of March 18, 1999, as amended and restated as of March 6, 2007 (Incorporated by reference to Exhibit 10.2 to the current report on Form 8-K of Charter Communications, Inc. filed on March 9, 2007 (File No. 000-27927)). | |
| 10.3 | Credit Agreement, dated as of March 6, 2007, among CCO Holdings, LLC, the lenders from time to time parties thereto and Bank of America, N.A., as administrative agent (Incorporated by reference to Exhibit 10.3 to the current report on Form 8-K of Charter Communications, Inc. filed on March 9, 2007 (File No. 000-27927)). | |
| 10.4 | Pledge Agreement made by CCO Holdings, LLC in favor of Bank of America, N.A., as Collateral Agent, dated as of March 6, 2007 (Incorporated by reference to Exhibit 10.4 to the current report on Form 8-K of Charter Communications, Inc. filed on March 9, 2007 (File No. 000-27927)). | |
| 99.1 | Press Release dated as of March 6, 2007 (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on March 9, 2007 (File No. 000-27927)). | |
| 99.2 | Press Release dated as of March 6, 2007 (Incorporated by reference to Exhibit 99.2 to the current report on Form 8-K of Charter Communications, Inc. filed on March 9, 2007 (File No. 000-27927)). |
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 9, 2007
|
|
By:/s/
Kevin D. Howard
Name:
Kevin D. Howard
Title:
Vice
President and Chief Accounting
Officer
|
CCO
HOLDINGS CAPITAL CORP.
Registrant
Dated:
March 9, 2007
|
|
By:/s/
Kevin D. Howard
Name:
Kevin D. Howard
Title:
Vice
President and Chief Accounting
Officer
|
Exhibit
Index
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
10.1
|
|
Amended
and Restated Credit Agreement, dated as of March 6, 2007,
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 March
9, 2007 (File No. 000-27927)).
|
| 10.2 | Amended and Restated Guarantee and Collateral Agreement made by CCO Holdings, LLC, Charter Communications Operating, LLC and certain of its subsidiaries in favor of JPMorgan Chase Bank, N.A. ,as administrative agent, dated as of March 18, 1999, as amended and restated as of March 6, 2007 (Incorporated by reference to Exhibit 10.2 to the current report on Form 8-K of Charter Communications, Inc. filed on March 9, 2007 (File No. 000-27927)). | |
| 10.3 | Credit Agreement, dated as of March 6, 2007, among CCO Holdings, LLC, the lenders from time to time parties thereto and Bank of America, N.A., as administrative agent (Incorporated by reference to Exhibit 10.3 to the current report on Form 8-K of Charter Communications, Inc. filed on March 9, 2007 (File No. 000-27927)). | |
| 10.4 | Pledge Agreement made by CCO Holdings, LLC in favor of Bank of America, N.A., as Collateral Agent, dated as of March 6, 2007 (Incorporated by reference to Exhibit 10.4 to the current report on Form 8-K of Charter Communications, Inc. filed on March 9, 2007 (File No. 000-27927)). | |
| 99.1 | Press Release dated as of March 6, 2007 (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on March 9, 2007 (File No. 000-27927)). | |
| 99.2 | Press Release dated as of March 6, 2007 (Incorporated by reference to Exhibit 99.2 to the current report on Form 8-K of Charter Communications, Inc. filed on March 9, 2007 (File No. 000-27927)). |