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 8,
2006
Charter
Communications, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or Other Jurisdiction of Incorporation or Organization)
|
000-27927
|
43-1857213
|
|
|
(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:
|
x
|
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
8.01 OTHER EVENTS.
Charter
Communications, Inc. (“Charter”) announced today the results of the offer by its
subsidiaries, CCHC, LLC (“CCHC”) and CCH II, LLC and CCH II Capital Corp.
(collectively, “CCH II” and, together with CCHC, the “Offerors”) to exchange
(the “Convertible Exchange Offer”) up to $450.0 million of Charter’s 5.875%
Convertible Senior Notes due 2009 (“Convertible Notes”). The Convertible
Exchange Offer expired at 11:59 p.m., Eastern Time, on September
8, 2006. As of
the expiration of the Convertible Exchange Offer, $499.9 million
aggregate
principal amount of Convertible Notes were validly tendered.
The Company has
accepted $450.0 million of the Convertible Notes tendered for
exchange,
representing approximately 52.2% of the total principal amount
of Convertible
Notes outstanding.
Since
the
amount of Convertible Notes tendered exceeded the maximum amount
of Convertible
Notes that the Offerors would accept, the Offerors pro rated
the amount of
Convertible Notes accepted from participating holders as described
in the
Exchange Offer Prospectus. The Offerors accepted 90.0% of the
amount tendered by
each holder and unaccepted amounts will be promptly returned
to holders.
Following the consummation of the Convertible Exchange Offer,
$412.5 million of
Convertible Notes will remain outstanding. Charter expects the
settlement date
to be September 14, 2006.
The
press
release announcing the results is attached as Exhibit 99.1.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibits are filed pursuant to Item 8.01:
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
99.1
|
|
Press
Release dated as of September 11,
2006.*
|
*
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 11, 2006
|
|
By:/s/
Grier C. Raclin
Name:
Grier C. Raclin
Title:
Executive Vice President and General Counsel and
Secretary
|
EXHIBIT
INDEX
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
99.1
|
|
Press
Release dated as of September
11, 2006.*
|
*
filed
herewith
Filed
by
CCH II, LLC
Pursuant
to Rule 425 under the Securities Act of 1933
Subject
Corporation: Charter Communications, Inc.
Registration
No.: 333-136508
Exhibit
99.1
&#
160; 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: 6:00AM CT, Monday, September 11, 2006
Charter
Communications Announces Results of its Exchange Offer For 5.875% Convertible
Senior Notes Due 2009
Charter
has accepted $450.0 million of Convertible Senior Notes for
exchange
ST.
LOUIS, MO
-
Charter Communications, Inc. (Nasdaq: CHTR) (“Charter” or the “Company”)
announced today the results of the offer by its subsidiaries, CCHC, LLC (“CCHC”)
and CCH II, LLC and CCH II Capital Corp. (collectively, “CCH II” and, together
with CCHC, the “Offerors”) to exchange (the “Convertible Exchange Offer”) up to
$450.0 million of Charter’s 5.875% Convertible Senior Notes due 2009
(“Convertible Notes”). The Convertible Exchange Offer expired at 11:59 p.m.,
Eastern Time, on September 8, 2006. As of the expiration of the Convertible
Exchange Offer, $499.9 million aggregate principal amount of Convertible Notes
were validly tendered. The Company has accepted $450.0 million of the
Convertible Notes tendered for exchange, representing approximately 52.2% of
the
total principal amount of Convertible Notes outstanding.
Since
the
amount of Convertible Notes tendered exceeded the maximum amount of Convertible
Notes that the Offerors would accept, the Offerors pro rated the amount of
Convertible Notes accepted from participating holders as described in the
Exchange Offer Prospectus. The Offerors accepted 90.0% of the amount tendered
by
each holder and unaccepted amounts will be promptly returned to holders.
Following the consummation of the Convertible Exchange Offer, $412.5 million
of
Convertible Notes will remain outstanding.
On
the
settlement date, which the Company expects to be September 14, 2006, holders
of
accepted Convertible Notes will receive the following consideration per $1,000
principal amount of Convertible Notes accepted:
| · |
$417.75
in cash,
|
| · |
100
shares of Class A Common Stock of Charter (“Class A Common
Stock”),
|
| · |
$325.00
principal amount of 10.25% Senior Notes due 2010 issued by CCH II
(the
“CCH II Notes”) as an addition to its currently outstanding series,
and
|
| · |
An
additional $19.26 in cash for accrued interest from the last interest
payment date up to, but not including the settlement
date.
|
In
aggregate, Charter will use $196.7 million in cash (including $8.7 million
to
fund accrued interest due on accepted Convertible Notes) and issue 45.0 million
shares of Class A Common Stock and $146.2 million principal amount of CCH II
Notes.
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 that has approximately
$1.6
billion outstanding principal amount of CCH II notes (CUSIP
2502CAD3).
Holders
of the Convertible Notes that had previously entered into a share loan agreement
with Citigroup Global Markets Limited, had the ability to elect, at their
option, to close out such positions with shares received in connection with
the
Convertible Exchange Offer. If a holder made such an election, the shares that
holder is entitled to receive in connection with the Convertible Exchange Offer
will be used to satisfy obligations to return Class A Common Stock under the
share loan agreement.
The
offer
documents are 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 are
also
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 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,” “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:
| · |
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;
|
| · |
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;
|
| · |
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;
|
| · |
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;
|
| · |
our
ability to obtain programming at reasonable prices or to pass programming
cost increases on to our customers;
|
| · |
general
business conditions, economic uncertainty or slowdown;
and
|
| · |
the
effects of governmental regulation, including but not limited to
local
franchise authorities, on our
business.
|
All
forward-looking statements attributable to us or any person acting on our behalf
are expressly qualified in their entirety by this cautionary statement.