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): August
11, 2006
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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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
August
11, 2006, Charter Communications, Inc. ("Charter"), and its indirect
subsidiary
CCH II, LLC ("CCH II") filed a registration statement on Form S-4
with the
Securities and Exchange Commission relating to a proposed exchange
offer whereby
holders of Charter’s outstanding 5.875 % senior convertible notes due 2009 (the
‘‘Charter convertible notes’’) will be offered the right to exchange up to $450
million of such notes for up to $188 million in cash, up to 45 million
shares of
Charter's Class A Common Stock, par value $0.001, and up to $146
million
aggregate principal amount of CCH II’s Senior Notes due 2010, in each case
subject to certain rights to amend or otherwise modify these offers
as set forth
in the related exchange offer prospectus and any supplements thereto
(the
‘‘Charter exchange offer’’). The Charter exchange offer is being made by CCHC,
LLC and CCH II. The Charter exchange offer will expire at 11:59 p.m.,
ET, on
September 8, 2006, unless extended or earlier terminated. The press
release
announcing the transaction is filed as Exhibit 99.1 attached
hereto.
In
relation to the Charter exchange offer, certain risk factors for
Charter and its
subsidiaries were updated. See the Form S-4 filed by Charter and
CCH II,
registration no. 333-136508.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibits are 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 as of August 11, 2006.
*
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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:
August 16, 2006
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By:/s/
Kevin D. Howard
Name:
Kevin D. Howard
Title:
Vice
President 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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99.1
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Press
Release dated as of August 11, 2006.
*
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Exhibit
99.1
NEWS
We
have filed a registration statement on Form S-4 (including the prospectus
contained therein) with the Securities and Exchange Commission for the issuance
of securities to which this communication relates. Before you tender the subject
securities or otherwise make any investment decision with respect to the subject
securities or the securities being offered, you should read the prospectus
in
that registration statement and other documents we have filed with the SEC
for
more complete information about Charter Communications, Inc. and its
subsidiaries. You may get these documents for free by visiting EDGAR on the
SEC
Web site at www.sec.gov or by contacting Charter's Investor Relations department
at Charter Plaza, 12405 Powerscourt Drive, St. Louis, Missouri 63131, telephone
number (314) 965-0555.
FOR
RELEASE: 4:00 PM CT, Friday, August 11, 2006
CORRECTING
and REPLACING
CHARTER COMMUNICATIONS ANNOUNCES EXCHANGE OFFER FOR UP TO $450 MILLION PRINCIPAL
AMOUNT OF 5.875% CONVERTIBLE SENIOR NOTES DUE 2009
ST.
LOUIS, MO
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Charter Communications, Inc. (Nasdaq: CHTR) (“Charter” or the “Company”) has
revised the following press release issued this morning to correctly reflect
the
currently outstanding amount of 11% Senior Secured Notes due 2015 of CCH I,
LLC
(the “CCH I notes”) as $3.5 billion rather than $2.5 billion as stated in the
earlier release, and to clarify that the referenced security interest would
apply to all CCH I notes.
The
corrected release reads:
CHARTER
COMMUNICATIONS ANNOUNCES EXCHANGE OFFER FOR UP TO $450 MILLION PRINCIPAL AMOUNT
OF 5.875% CONVERTIBLE SENIOR NOTES DUE 2009
ST.
LOUIS, MO
-
Charter Communications, Inc. (Nasdaq: CHTR) (“Charter” or the “Company”)
announced today that its wholly owned subsidiary, CCHC, LLC (“CCHC”) and CCHC’s
wholly owned subsidiary, CCH II, LLC (“CCH II” and, together with CCHC, the
“Offerors”), have filed a registration statement on Form S-4 with the United
States Securities and Exchange Commission (“SEC”) relating to a proposed
exchange offer (the “Convertible Exchange Offer”) for up to $450.0 million of
its $862.5 million principal amount outstanding 5.875% Convertible Senior Notes
due 2009 (“Convertible Notes”). The purpose of the Exchange Offer is to improve
Charter’s financial flexibility by extending debt maturities and reducing
overall indebtedness.
The
Offerors are offering up to $188.0 million in cash, 45 million shares of Class
A
Common Stock of Charter (“Class A Common Stock”) and $146.3 million principal
amount
of
new CCH II Notes (“CCH II Notes”) in exchange for up to $450.0 million aggregate
principal amount of Convertible Notes.
The
exchange consideration offered per $1,000 principal amount of Convertible Notes
validly tendered for exchange and not validly withdrawn on or prior to the
expiration date consists of:
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$417.75
in cash,
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100
shares of Class A Common Stock, and
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$325.00
principal amount of 10.25% Senior Notes due 2010 issued by CCH II as
an
addition to its currently outstanding
series.
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The
CCH
II Notes will be pari passu with, of the same class as, and otherwise be
substantially identical in all respects to approximately $2.1 billion principal
amount of currently outstanding CCH II notes. The CCH II Notes will be issued
under a temporary CUSIP number until the next interest payment date, which
is
expected to be September 15, 2006, at which time it is expected that they will
be mandatorily merged into the existing CUSIP number of approximately $1.6
billion outstanding principal amount of CCH II notes.
The
Convertible Exchange Offer is not conditioned on a minimum amount of Convertible
Notes being tendered. However, the Offerors will not accept for exchange more
than $450.0 million principal amount of Convertible Notes (the "Maximum
Amount''). As a result, if more than the Maximum Amount of Convertible Notes
is
validly tendered and not validly withdrawn, the Offerors will accept Convertible
Notes from each holder pro rata, based on the total principal amount of
Convertible Notes validly tendered and not validly withdrawn.
Subject
to applicable securities laws and the terms set forth in this Convertible
Exchange Offer, the Offerors reserve the right to amend the Convertible Exchange
Offer in any respect; however, the Offerors do not currently intend to change
the amount of Class A Common Stock offered to more than 134 shares or less
than
67 shares per $1,000 principal amount of Convertible Notes.
The
Convertible Exchange Offer will expire at 11:59 PM ET on September 8, 2006,
unless extended or earlier terminated. A registration statement relating to
the
Convertible Exchange Offer is being filed today with the SEC but will not be
effective upon filing. The CCH II Notes and shares may not be issued, nor may
the Convertible Exchange Offer be accepted, prior to the time the registration
statement becomes effective.
In
conjunction with certain private exchange offers, also being commenced today,
by
subsidiaries of Charter Communications Holdings LLC, CCHC will contribute its
70% interest (the “CC VIII Interest”) in the Class A preferred equity interests
of CC VIII, LLC, a majority-owned indirect subsidiary of Charter Communications
Operating, LLC, to CCH I, LLC (“CCH I”). The CC VIII Interest will be pledged as
security for all of the approximately $3.5 billion in outstanding 11% Senior
Secured Notes due 2015 of CCH I
(“CCH
I
Notes”) as well as up to an additional $675 million in additional CCH I Notes
that may be issued in the private exchange offers.
The
Tender Offer Statement, also being filed today with the SEC (including the
prospectus attached as an exhibit thereto, a related letter of transmittal
and
other offer documents, collectively the “Offer Documents”) contains important
information that should be read carefully before any decision is made with
respect to the Convertible Exchange Offer. It is likely that, during the
pendency of the Convertible Exchange Offer, the market price of Charter’s Class
A Common Stock will be volatile.
The
Offer
Documents will be made available to all holders of the Convertible Notes. Copies
of the prospectus and related letter of transmittal may be obtained from Global
Bondholder Services Corporation, the information agent for the Exchange Offer,
at (866) 470-3700 (U.S. Toll-free) or (212) 430-3774. The Dealer Managers for
the Exchange Offer are Citigroup Global Markets Inc. and Banc of America
Securities LLC. For additional information, you may contact the Citigroup
Special Equity Transactions Group at (877) 531-8365 (U.S. Toll-free) or (212)
723-7406 or the Banc of America Convertible Securities Department at (888)
583-8900 x2200 (U.S. Toll-free) or (212) 933-2200. The Offer Documents will
also
be available free of charge at the SEC’s website at www.sec.gov.
This
press release is neither an offer to sell nor a solicitation of an offer to
buy
any securities. There shall not be any sale of the CCH II Notes or shares to
be
issued in the exchange in any jurisdiction in which such offer, solicitation
or
sale would be unlawful prior to registration or qualification under the laws
of
such jurisdiction.
About
Charter Communications®
Charter
Communications, Inc. is a leading broadband communications company and the
third-largest publicly traded cable operator in the United States.
Charter provides a full range of advanced broadband services, including advanced
Charter Digital® video entertainment programming, Charter High-Speed™ Internet
access service, and Charter Telephone™ services. Charter Business™ similarly
provides scalable, tailored and cost-effective broadband communications
solutions to business organizations, such as business-to-business Internet
access, data networking, video and music entertainment services and business
telephone. Charter’s advertising sales and production services are sold
under the Charter Media® brand. More information about Charter can be
found at www.charter.com.
Contact:
Media: Analysts:
Anita
Lamont Mary
Jo
Moehle
(314)
543-2215 (314)
543-2397
Cautionary
Statement Regarding Forward-Looking Statements:
This
release includes
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended (the “Securities Act”), and Section 21E of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding,
among other things, our plans, strategies and prospects, both business and
financial. The Company will not undertake to revise forward-looking projections
to reflect events after this date. 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,” “aim,”
“on track,” 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:
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the
availability, in general, 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 and, in particular, our ability to be able
to
provide under applicable debt instruments and under applicable law,
such
funds (by dividend, investment or otherwise) to the applicable obligor
of
such debt;
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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 pay or refinance debt prior to or when it becomes due and/or
to
take advantage of market opportunities and market windows to refinance
that debt through new issuances, exchange offers or otherwise, including
restructuring our balance sheet and leverage
position;
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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 and grow a stable customer base, particularly
in
the face of increasingly aggressive competition from other service
providers;
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our
ability to obtain programming at reasonable prices or to pass programming
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 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.