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): September
9, 2005
Charter
Communications, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or Other Jurisdiction of Incorporation or Organization)
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000-27927
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43-1857213
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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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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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| o |
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.
On
September 12, 2005, Charter Communications, Inc. ("Charter") announced the
results to date of the exchange offers by Charter
Communications Holdings, LLC ("Charter Holdings"), CCH I, LLC ("CCH I")
and CCH I Holdings, LLC ("CIH") for any and all of certain
outstanding debt securities of Charter Holdings in a private
placement for new debt securities of CCH I and CIH. CCH I, CIH and Charter
Holdings are indirect, wholly-owned subsidiaries of Charter.
A
press
release announcing the results of the number of securities tendered by the
early
termination date, September 9, 2005, is attached hereto as Exhibit
99.1.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibit is filed pursuant to Item 8.01:
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Exhibit
Number
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Description
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99.1
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Press
release dated September 12, 2005. *
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* filed
herewith
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Charter
Communications, Inc. has duly caused this Current Report to be signed on its
behalf by the undersigned hereunto duly authorized.
CHARTER
COMMUNICATIONS, INC.
Registrant
Dated:
September 15, 2005
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By:/s/
Paul E. Martin
Name:
Paul E. Martin
Title:
Senior Vice President,
Interim Chief
Financial Officer,
Principal
Accounting Officer and
Corporate
Controller
(Principal
Financial Officer and
Principal
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 dated September 12, 2005. *
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* filed
herewith
Exhibit
99.1
NEWS
FOR
RELEASE: 5:00 AM CT, Monday, September 12, 2005
CHARTER
COMMUNICATIONS ANNOUNCES
INTERIM
RESULTS OF PRIVATE DEBT EXCHANGE OFFERS
ST.
LOUIS, MO
-
Charter Communications, Inc. (Nasdaq: CHTR) announced the results to date of
the
offers by its subsidiaries, CCH I, LLC (“CCH I”) and CCH I Holdings, LLC
(“CIH”), to exchange any and all of the approximately $8.43 billion aggregate
principal amount of outstanding debt securities (the “Old Notes”) of Charter
Communications Holdings, LLC in a private placement for new debt
securities.
As
of
5:00 p.m., Eastern Time (“ET”), on Friday, September 9, 2005 (the “early
participation date”), approximately $6.83 billion in total principal amount of
Old Notes (approximately 81%) had been validly tendered, consisting of
approximately $3.39 billion aggregate principal amount of Old Notes that mature
in 2009 and 2010 (the “Old 2009-2010 Notes”) and approximately $3.44 billion
aggregate principal amount of Old Notes that mature in 2011 and 2012 (the “Old
2011-2012 Notes”).
Based
upon the tenders to date and subject to consummation of the offers,
approximately $3.53 billion principal amount of new 11.00% Senior Secured Notes
due 2015 of CCH I (the “CCH I Notes”) and approximately $2.50 billion in
aggregate principal amount of various series of Senior Accreting Notes due
2014
and 2015 of CIH (the “CIH Notes”) would be issued and approximately $777 million
aggregate principal amount of Old 2009-2010 Notes and approximately $914 million
aggregate principal amount of Old 2011-2012 Notes would remain
outstanding.
The
table
below shows the principal amount of each series of Old 2009-2010 Notes tendered
by the early participation date, the principal amount of new CCH I Notes that
would be issued in the offer by series and the principal amount of Old 2009-2010
Notes that would remain outstanding by series subsequent to settlement, based
upon the tenders to date and subject to consummation of the offers.
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CUSIP
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Principal
Amount Outstanding
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Title
of the Old 2009-2010 Notes
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Principal
Amount Tendered
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Principal
Amount of
New
CCH I Notes
to
be Issued
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Principal
Amount of
Old
Notes to Remain Outstanding
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||||||
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16117PAE0
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$
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1,244,067,000
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8.625%
Senior Notes due 2009
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$
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951,151,000
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$
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789,455,000
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$
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292,916,000
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|||||||
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16117PAK6
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640,437,000
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10.00%
Senior Notes due 2009
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486,209,000
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417,532,000
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154,228,000
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|||||||||||
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16117PAT7
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874,000,000
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10.75%
Senior Notes due 2009
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743,152,000
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640,040,000
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130,848,000
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|||||||||||
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16117PAZ3
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639,567,000
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9.625%
Senior Notes due 2009
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531,927,000
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440,834,000
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107,640,000
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|||||||||||
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16117PAL4
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318,195,000
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10.25%
Senior Notes due 2010
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269,360,000
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223,232,000
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48,835,000
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16117PAM2
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449,500,000
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11.75%
Senior Discount Notes due 2010
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406,821,000
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351,392,000
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42,679,000
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Total
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$
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4,165,766,000
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$
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3,388,620,000
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$
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2,862,485,000
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$
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777,146,000
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||||||||
The
table
below shows the principal amount of each series of Old 2011-2012 Notes tendered
by the early participation date, the principal amount of new CCH I Notes that
would be issued in the offer by series, the principal amount of new CIH Notes
that would be issued in the offer by series and the principal amount of Old
2011-2012 Notes that would remain outstanding by series subsequent to
settlement, based upon the tenders to date and subject to consummation of the
offers.
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CUSIP
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Principal
Amount Outstanding
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Title
of the Old 2011-2012 Notes
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Principal
Amount Tendered
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Principal
Amount of New CCH I Notes
to
be Issued
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Principal
Amount of New CIH Notes
to
be Issued
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Principal
Amount of Old Notes to Remain Outstanding
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16117PAV2
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$
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500,000,000
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11.125%
Senior Notes due 2011
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$
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311,907,000
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$
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106,511,000
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$
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149,775,000
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$
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216,877,000
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16117PAF7
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1,108,180,000
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9.920%
Senior Discount Notes due 2011
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939,659,000
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346,565,000
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467,282,000
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197,295,000
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16117PBB5
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709,630,000
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10.00%
Senior Notes due 2011
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563,671,000
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209,439,000
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288,232,000
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153,315,000
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|||||||||||||
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16117PBD1
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939,306,000
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11.75%
Senior Discount Notes due 2011
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819,149,000
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-
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803,002,000
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136,304,000
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16117PAW0
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675,000,000
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13.50%
Senior Discount Notes due 2011
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588,921,000
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-
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580,671,000
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94,329,000
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|||||||||||||
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16117PBH2
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329,720,000
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12.125%
Senior Discount Notes due 2012
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218,228,000
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-
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214,108,000
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115,612,000
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Total
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$
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4,261,836,000
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$
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3,441,535,000
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$
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662,515,000
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$
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2,503,070,000
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$
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913,732,000
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|||||||||
Based
upon the tenders to date and subject to consummation of the offers, the Old
2011-2012 Notes tendered for CCH I Notes would be pro rated (in accordance
with
the terms of the offers) as follows:
| · |
Approximately
51% of the 11.125% Senior Notes due 2011, 9.92% Senior Discount Notes
due
2011 and 10.00% Senior Notes due 2011 tendered for CCH I Notes would
be
exchanged for CCH I Notes;
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| · |
None
of the 11.75% Senior Discount Notes due 2011, 13.50% Senior Discount
Notes
due 2011 and 12.125% Senior Discount Notes due 2012 tendered for
CCH I
Notes would be exchanged for CCH I Notes;
and,
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| · |
Approximately
$93 million principal amount of Old 2011-2012 Notes tendered for
the CCH I
Note option (with an election to have the Old Notes returned in the
event
of proration) would be returned.
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Final
proration of tenders of the Old 2011-2012 Notes for CCH I Notes would be
determined based on the total amount of Old Notes tendered prior to the
expiration of the offers and, accordingly, the foregoing interim results are
subject to change.
These
offers are scheduled to expire at 12:00 midnight ET, on September 26, 2005
(the
“expiration date”). Old Notes tendered after 5:00 p.m. ET, on September 9, 2005
will not receive the early participation payment. Old Notes tendered pursuant
to
the offers may no longer be withdrawn. The settlement date of the offers is
expected to be on or about September 28, 2005.
The
offers are being made only to qualified institutional buyers and institutional
accredited investors inside the United States and to certain non-U.S. investors
located outside the United States.
The
complete terms and conditions of the exchange offers are set forth in the
informational documents relating to the offers. The consummation of the exchange
offers is subject to significant conditions that are described in the
informational documents.
Documents
relating to the offers will only be distributed to holders who complete and
return a letter of eligibility confirming that they are within the category
of
eligible investors for this private offer. Holders who desire a copy of the
eligibility letter may contact Global Bondholder Service Corporation, the
information agent for the offers, at (866) 470-3800 (U.S. Toll-free) or (212)
430-3774 (Collect).
This
press release shall not constitute an offer to sell or the solicitation of
an
offer to buy any security and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offering, solicitation or sale would
be
unlawful.
###
About
Charter Communications
Charter
Communications, Inc., a broadband communications company, provides a full range
of advanced broadband services to the home, including cable television on an
advanced digital video programming platform via Charter Digital™, Charter
High-Speed™ Internet service and Charter Telephone™. Charter Business™ provides
scalable, tailored and cost-effective broadband communications solutions to
organizations of all sizes through business-to-business Internet, data
networking, video and music services. Advertising sales and production services
are sold under the Charter Media® brand. More information about Charter can be
found at www.charter.com .
###
Contact:
Press: Analysts:
David
Andersen
Mary
Jo
Moehle
(314)
543-2213
(314)
543-2397
Cautionary
Statement Regarding Forward-Looking Statements:
This
release includes
forward-looking statements regarding, among other things, our plans, strategies
and prospects, both business and financial. Although we believe that our plans,
intentions and expectations reflected in or suggested by these forward-looking
statements are reasonable, we cannot assure you that we will achieve or realize
these plans, intentions or expectations. Forward-looking statements are
inherently subject to risks, uncertainties and assumptions. Many of the
forward-looking statements contained in this
release may
be identified by the use of forward-looking words such as
“believe,”“expect,”“anticipate,”“should,”“planned,”“will,”“may,”“intend,”“estimated”
and “potential,” among others. Important factors that could cause actual results
to differ materially from the forward-looking statements we make in this
release are
set forth in reports or documents that we file from time to time with the SEC,
and include, but are not limited to:
| · |
the
availability of funds to meet interest payment obligations under
our debt
and to fund our operations and necessary capital expenditures, either
through cash flows from operating activities, further borrowings
or other
sources;
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| · |
our
ability to sustain and grow revenues and cash flows from operating
activities by offering video, high-speed Internet, telephone and
other
services and to maintain a stable customer base, particularly in
the face
of increasingly aggressive competition from other service
providers;
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| · |
our
ability to comply with all covenants in our indentures and credit
facilities, any violation of which would result in a violation of
the
applicable facility or indenture and could trigger a default of other
obligations under cross-default
provisions;
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| · |
our
ability to repay or refinance debt as it becomes
due;
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| · |
our
ability to obtain programming at reasonable prices or to pass cost
increases on to our customers;
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| · |
general
business conditions, economic uncertainty or slowdown;
and
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| · |
the
effects of governmental regulation, including but not limited to
local
franchise taxing authorities, on our business.
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All
forward-looking statements attributable to us or any person acting on our behalf
are expressly qualified in their entirety by this cautionary statement. We
are
under no duty or obligation to update any of the forward-looking statements
after the date of this release.