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 30, 2008
Charter Communications, Inc.
(Exact name of registrant as
specified in its charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
|
000-27927
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43-1857213
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|
|
(Commission File
Number)
|
(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:
|
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)
|
| 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 30, 2008, Charter Communications, Inc. announced that its subsidiary,
Charter Communications Holding Company, LLC (“Charter HoldCo”), had commenced a
cash tender offer (the “Tender Offer”) for certain outstanding senior notes (the
“Notes”) of Charter Communications Holdings, LLC. Charter HoldCo is offering to
purchase an amount of Notes (including accrued and unpaid interest) not to
exceed $100 million. All Notes tendered will be accepted
for purchase in a specified priority. The Tender Offer will expire at
5:00 p.m. Eastern Time (ET), on Wednesday October 29, 2008, unless extended or
earlier terminated (the “Expiration Time”). Holders tendering their Notes
at or prior to 5:00 p.m. ET, on Tuesday, October 14, 2008, unless extended or
earlier terminated, will receive the Total Consideration, which includes an
Early Tender Premium. Holders of Notes that are accepted for purchase
will receive accrued and unpaid interest from the last interest payment date for
such series of Notes to, but not including, the date the Notes are
purchased. Except as set forth in the Offer to Purchase or as
required by applicable law, Notes tendered prior to 5:00 p.m. ET, on Tuesday,
October 14, 2008 (the “Withdrawal Deadline”), may be withdrawn at or prior to
the Withdrawal Deadline, and Notes tendered after the Withdrawal Deadline but
before the Expiration Time may not be withdrawn except to the extent required by
law.
Attached
hereto as Exhibit 99.1 is the press release dated September 30, 2008, announcing
the tender offer.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibit is filed pursuant to Item 8.01:
|
Exhibit
Number
|
Description
|
|
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99.1*
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Press Release announcing $100 million tender offer launched on September 30, 2008. |
* 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: October
2, 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
|
Description
|
|
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99.1*
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Press Release announcing $100 million tender offer launched on September 30, 2008. |
* filed
herewith
Exhibit
99.1
NEWS
Charter
Announces $100 Million Tender Offer for Debt Securities
St.
Louis, Missouri, September 30, 2008 – Charter Communications, Inc. (NASDAQ:CHTR)
announced today that its subsidiary, Charter Communications Holding Company, LLC
(“Charter HoldCo”), has commenced a cash tender offer (the “Tender Offer”) for
certain outstanding senior notes (the “Notes”) of Charter Communications
Holdings, LLC. Charter HoldCo is offering to purchase an amount of Notes
(including accrued and unpaid interest) not to exceed $100 million (the “Maximum
Payment Amount”).
The
purpose of the Tender Offer is to reduce the consolidated interest expense for
Charter Communications, Inc.
The total
consideration payable for the Notes is a fixed price. All Notes tendered will be
accepted for purchase in a specified priority. The following tables include the
series of Notes subject to the Tender Offer, the acceptance priority
(“Acceptance Priority Level”) of each series, and the consideration for each
series:
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CUSIP
Numbers
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Title of Security
|
Principal
Amount
Outstanding(1)
|
Acceptance Priority
Level
|
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16117PAT7
|
10.750% Senior Notes due 2009 |
$63,325,000
|
1
|
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16117PAL4
|
10.250%
Senior Notes due 2010
|
$17,501,000
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1
|
|
16117PAM2
|
11.750%
Senior Discount Notes due 2010
|
$15,664,000
|
1
|
|
16117PAK6
|
10.000%
Senior Notes due 2009
|
$88,207,000
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2
|
|
16117PAZ3
16117PAY6
|
9.625%
Senior Notes due 2009
|
$36,542,145
|
2
|
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CUSIP
Numbers
|
Title of Security
|
Tender
Offer Consideration(2)
|
Early
Tender
Premium(2)
|
Total
Consideration(2)
|
|
16117PAT7
|
10.750% Senior Notes due 2009 |
$960.00
|
$15.00
|
$975.00
|
|
16117PAL4
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10.250%
Senior Notes due 2010
|
$955.00
|
$15.00
|
$970.00
|
|
16117PAM2
|
11.750%
Senior Discount Notes due 2010
|
$955.00
|
$15.00
|
$970.00
|
|
16117PAK6
|
10.000%
Senior Notes due 2009
|
$965.00
|
$15.00
|
$980.00
|
|
16117PAZ3
16117PAY6
|
9.625%
Senior Notes due 2009
|
$955.00
|
$15.00
|
$970.00
|
(1)
Aggregate principal amount outstanding as of September 29, 2008, which includes
$35,175,000 principal amount of Notes held by the Company and which will not be
tendered.
(2) Per
$1,000 principal amount of Notes that are accepted for purchase.
1
The
Tender Offer will expire at 5:00 p.m. Eastern Time (ET), on, Wednesday October
29, 2008, unless extended or earlier terminated (the “Expiration Time”). Holders
tendering their Notes at or prior to 5:00 p.m. ET, on Tuesday, October 14, 2008,
unless extended or earlier terminated (the “Early Tender Time”), will receive
the Total Consideration, which includes an Early Tender Premium, in each case as
set forth in the preceding table. Holders that tender their Notes after the
Early Tender Time but at or prior to the Expiration Time will receive the Tender
Offer Consideration, which is the Total Consideration less the Early Tender
Premium. In addition, in all cases, holders of Notes that are accepted for
purchase will receive accrued and unpaid interest from the last interest payment
date for such series of Notes to, but not including, the date the Notes are
purchased.
The
initial settlement date for Notes having an Acceptance Priority Level of 1 that
are tendered prior to the Early Tender Time is expected to be within the first
three trading days immediately following the Early Tender Time, if such Notes
have been accepted for purchase. The final settlement date for Notes
having an Acceptance Priority Level of 1 that are tendered after the Early
Tender Time but before the Expiration Time will be within the first three
trading days following the Expiration Time, if such Notes have been accepted for
purchase. The initial settlement date and the final settlement date
for Notes having an Acceptance Priority Level of 2 will be within the first
three trading days following the Expiration Time, if such Notes have been
accepted for purchase.
If Notes
are validly tendered and not withdrawn at the Expiration Time, such that the
amount Charter HoldCo would be required to pay for the purchase of such Notes,
together with accrued and unpaid interest, exceeds the Maximum Payment Amount,
Charter HoldCo will (subject to the terms and conditions of the Tender Offer)
accept Notes for purchase in accordance with the Acceptance Priority Level set
forth in the preceding table. If the Maximum Payment Amount is adequate to
purchase some but not all tendered Notes having a particular Acceptance Priority
Level, Charter HoldCo will prorate the amount of Notes having such Acceptance
Priority Level to be purchased. Except as set forth in the Offer to Purchase or
as required by applicable law, Notes tendered prior to 5:00 p.m. ET, on Tuesday,
October 14, 2008 (the “Withdrawal Deadline”), may be withdrawn at or prior to
the Withdrawal Deadline, and Notes tendered after the Withdrawal Deadline but
before the Expiration Time may not be withdrawn except to the extent required by
law. Charter HoldCo may increase the Maximum Payment Amount for the Notes at its
discretion without extending the Withdrawal Deadline.
The
Tender Offer is conditioned on the satisfaction of certain limited conditions.
If any of the conditions are not satisfied, Charter HoldCo is not obligated to
accept for payment, purchase, or pay for, and may delay the acceptance for
payment of, any tendered Notes, in each event, subject to applicable laws, and
may terminate the Tender Offer.
2
Citi
Contact Information
Citi is
the Dealer Manager for the Tender Offer. Global Bondholder Services Corporation
is the Information Agent and Depositary. This press release is neither an offer
to purchase nor a solicitation of an offer to sell the Notes. The offer is made
only by an Offer to Purchase dated September 30, 2008, and the information in
this news release is qualified by reference to the Offer to Purchase. Persons
with questions regarding the offer should contact the Dealer Manager at (212)
723-6106 or toll-free at (800) 558-3745, or the Information Agent at (212)
430-3774 or toll-free at (866) 294-2200.
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® 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:
Investors Media
Mary Jo
Moehle Anita
Lamont
314-543-2397 314-543-2215
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