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): December 12, 2008
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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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
8.01 OTHER EVENTS.
On December 12, 2008, Charter
Communications, Inc. ("Company") announced that it has asked its long-standing
financial advisor, Lazard LLC, to initiate discussions with the Company's
bondholders about financial alternatives to improve the Company's balance
sheet.
A copy of the press release announcing
such discussions is attached as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
A copy of
the press release announcing the retention of Lazard LLC is
attached.
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Exhibit
Number
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Description
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99.1*
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Press release announcing the retention of Lazard LLC. |
* 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: December
15, 2008
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By:/s/ Kevin D.
Howard
Name:
Kevin D. Howard
Title:
Vice President, Controller 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 announcing the retention of Lazard LLC. |
* filed
herewith
EXHIBIT 99.1
FOR IMMEDIATE
RELEASE
Charter
Communications to Explore Alternatives
to
Enhance Financial Flexibility
ST. LOUIS
– December 12, 2008 – Charter Communications, Inc. (NASDAQ: CHTR) (“Charter”)
announced today that it has asked its long-standing financial advisor, Lazard
LLC, to initiate discussions with the Company’s bondholders about financial
alternatives to improve the Company’s balance sheet.
“We
believe engaging in discussions with our bondholders, aimed at improving our
capital structure and enhancing our financial flexibility, is in the Company’s
and our customers’ best interests,” said Neil Smit, President and Chief
Executive Officer. “In the third quarter 2008, revenues increased
7.3%, and net customer additions increased more than 50% year over year. Our
objective in these discussions is to improve our balance sheet, which will
better position Charter for the future, while we continue to focus on delivering
quality service to our customers and growing our business.”
Charter
noted that its cash on hand and cash equivalents as of December 10, 2008, was in
excess of $900 million, which is available to pay operating costs and
expenses.
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 Cable(R) video entertainment programming, Charter High-Speed(R) Internet
access, and Charter Telephone(R). Charter Business(TM) 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(R) brand. More information about Charter can be found at
www.charter.com.
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, and Section 21E of the Securities
Exchange Act of 1934, as amended, 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
including, without limitation, the factors described under "Risk Factors" from
time to time in our filings with the Securities and Exchange Commission ("SEC").
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," "plans," "will," "may," "intend," "estimated," "aim," "on track,"
"target," "opportunity" 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 other reports or documents
that we file from time to time with the SEC, including our quarterly reports on
Form 10-Q filed in 2008 and our most recent annual report on Form 10-K and
include, but are not limited to:
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the
availability and access, in general, of funds to meet interest payment
obligations under our debt and to fund our operations and necessary
capital expenditures, either through cash on hand, cash flows from
operating activities, further borrowings or other sources and, in
particular, our ability to fund debt obligations (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, if not cured in a timely manner, could
trigger a default of our other obligations under cross-default
provisions;
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our
ability to repay debt prior to or when it becomes due and/or successfully
access the capital or credit markets to refinance that debt through new
issuances, exchange offers or otherwise, including restructuring our
balance sheet and leverage position, especially given recent volatility
and disruption in the capital and credit
markets;
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the
impact of competition from other distributors, including incumbent
telephone companies, direct broadcast satellite operators, wireless
broadband providers, and digital subscriber line ("DSL")
providers;
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difficulties
in growing, further introducing, and operating our telephone services,
while adequately meeting customer expectations for the reliability of
voice services;
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our
ability to adequately meet demand for installations and customer
service;
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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 our customer base, particularly in the
face of increasingly aggressive
competition;
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our
ability to obtain programming at reasonable prices or to adequately raise
prices to offset the effects of higher programming
costs;
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the
outcome of our discussions with our
bondholders;
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general
business conditions, economic uncertainty or downturn, including the
recent volatility and disruption in the capital and credit markets and the
significant downturn in the housing sector and overall economy;
and
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the
effects of governmental regulation 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.