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 29,
2007
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
29, 2007, Charter Communications, Inc. ("Charter") filed a registration
statement on Form S-4 with the Securities and Exchange Commission relating
to a
proposed exchange offer by Charter's subsidiary Charter Communications Holding
Company, LLC ("Holdco"), 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 $309,375,000 of such notes for up to $595,082,000
principal amount of Charter's 7.00% Convertible Senior Notes due 2027, subject
to certain rights to amend or otherwise modify the offer as set forth in
the
related exchange offer prospectus and any supplements thereto (the "Charter
exchange offer''). The Charter exchange offer will expire at 11:59 p.m.,
New
York City time, on September 26, 2007, unless extended or earlier terminated.
The press release announcing the Charter exchange offer 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 on August 29,
2007,
registration no. 333- 145766.
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 | Press Release dated as of August 29, 2007. * |
* 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
29, 2007
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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 | Press Release dated as of August 29, 2007. * |
* filed
herewith
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 (SEC) 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, Wednesday, August 29, 2007
Charter
Communications Announces Exchange Offer for up to $309 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 it has filed a registration statement on
Form S-4 with the SEC relating to a proposed exchange offer (“Exchange Offer”)
by Charter Communications Holding Company, LLC (“Charter Holdco”) for up to $309
million of the $413 million principal amount outstanding 5.875% Convertible
Senior Notes due 2009 (“Existing Convertible Notes”). The purpose of the
Exchange Offer is to extend Charter’s debt maturities.
Charter
Holdco is offering up to $595 million principal amount of new 7.00% Convertible
Senior Notes due 2027 (“New Convertible Notes”) in exchange for up to $309
million aggregate principal amount of Existing Convertible Notes. The Exchange
Offer is valid for Existing Convertible Notes tendered for exchange and not
validly withdrawn on or prior to September 26, 2007 (the “Expiration
Date”).
The
exchange consideration for the Existing Convertible Notes will be determined
based on the average of the volume-weighted daily price of Charter’s Class A
common stock for the ten consecutive trading days ending (and including)
September 24, 2007 (“10-day VWAP”) and will be in the form of New Convertible
Notes. The amount of New Convertible Notes to be issued per Existing Convertible
Notes will vary based on the 10-day VWAP and will range from approximately
$1,111 to $1,924 per $1,000
principal
amount of Existing Convertible Notes, as set forth in the following table.
If
the 10-day VWAP is between two stock prices on the table, the amount of New
Convertible Notes to be issued per Existing Convertible Note will be determined
by straight-line interpolation between the amounts set forth for the higher
and
lower stock prices.
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Average
Price of Charter’s Class A Common Stock
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Principal
Amount of New Convertible Notes to be Issued per $1,000 Principal
Amount
of Existing Convertible Notes Tendered
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Conversion
Price
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Number
of Shares Initially Underlying each $1,000 Principal Amount of
New
Convertible Notes
(the
Conversion Rate)
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$2.00
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$1,110.62
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$2.80
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357.1429
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$2.20
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$1,173.25
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$3.08
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324.6753
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$2.40
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$1,239.65
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$3.36
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297.6190
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$2.60
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$1,309.13
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$3.64
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274.7253
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$2.80
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$1,381.10
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$3.92
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255.1020
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$3.00
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$1,451.68
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$4.20
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238.0952
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$3.20
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$1,521.73
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$4.48
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223.2143
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$3.40
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$1,592.26
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$4.76
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210.0840
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$3.60
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$1,662.60
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$5.04
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198.4127
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$3.80
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$1,733.33
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$5.32
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187.9699
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$4.00
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$1,802.82
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$5.60
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178.5714
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$4.20
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$1,872.80
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$5.88
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170.0680
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$4.35
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$1,923.50
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$6.09
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164.2036
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New
Convertible Notes will be issued only in minimum denominations of $1,000 and
integral multiples of $1,000. In addition to the exchange consideration, Charter
Holdco will pay accrued interest on the Existing Convertible Notes from and
including May 16, 2007, the last interest payment date, up to, but not
including, the settlement date of the exchange offer.
The
New
Convertible Notes will have a coupon of 7.00%, an initial conversion rate based
on a 40% premium to the 10-day VWAP, and a 2027 maturity, subject to the
repurchase option of the holders. The New Convertible Notes provide the holders
with the right to require Charter to repurchase some or all of the New
Convertible Notes for cash on October 1, 2012, 2017 and 2022 at a repurchase
price equal to the principal amount plus accrued interest. Additional terms
of
the Exchange Offer and the New Convertible Notes are provided in the Form S-4
filed today with the SEC.
The
Exchange Offer is conditional upon the 10-day VWAP being between $2.00 and
$4.35. The Convertible Exchange Offer is also conditioned on a minimum of $75
million of Existing Convertible Notes being tendered. Charter Holdco will accept
for exchange a “Maximum Amount” of $309 million, or 75% of the total outstanding
principal
amount of Existing Convertible Notes. As a result, if more than the Maximum
Amount of Existing Convertible Notes is validly tendered and not validly
withdrawn, Charter Holdco will accept Existing Convertible Notes from each
holder pro rata, based on the total principal amount of Existing Convertible
Notes validly tendered and not validly withdrawn.
Subject
to applicable securities laws and the terms set forth in this Convertible
Exchange Offer, Charter Holdco reserves the right to amend the Convertible
Exchange Offer in any respect.
The
Convertible Exchange Offer will expire at 11:59 PM Eastern Daylight Time on
September 26, 2007, 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 New Convertible Notes may
not
be issued, nor may the Convertible Exchange Offer be accepted, prior to the
time
the registration statement becomes effective.
The
Offer
Documents will be made available to all holders of the Existing 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
Morgan Stanley. 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 Morgan Stanley Liability Management Group at (800)
624-1808 (U.S. Toll-free) or (212) 761-5384. 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 New Convertible Notes 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 Charter Digital® video entertainment programming, Charter
High-Speed® Internet access, and Charter Telephone®. 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 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 quarterly report may be identified
by the use of forward-looking words such as "believe," "expect," "anticipate,"
"should," "planned," "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 reports or documents that
we
file from time to time with the SEC, and include, but are not limited
to:
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·
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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 the applicable debt instruments 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 could trigger a default of our
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
refinance that debt through new issuances, exchange offers or otherwise,
including restructuring our balance sheet and leverage
position;
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·
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competition
from other distributors, including incumbent telephone companies,
direct
broadcast satellite operators, wireless broadband providers and DSL
providers;
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difficulties
in introducing and operating our telephone services, such as our
ability
to adequately meet customer expectations for the reliability of voice
services, and our ability to adequately meet demand for installations
and
customer service;
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·
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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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·
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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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general
business conditions, economic uncertainty or slowdown;
and
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the
effects of governmental regulation, including but not limited to
local and
state 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.
# # #