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): March 11, 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:
|
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 March
11, 2008, Charter Communications, Inc. (the "Company") announced that
its subsidiary, Charter Communications Operating, LLC ("Charter Operating"),
agreed to issue approximately $520 million principal amount of 10.875% senior
second lien notes due 2014 ("the Notes"). The purchase price of the
Notes will be approximately 96.1% of the principal amount. The net proceeds of
this proposed issuance will be used to repay, but not permanently reduce, the
outstanding debt balances under the existing revolving credit facility of
Charter Operating. The Notes will be sold to qualified institutional
buyers in reliance on Rule 144A and outside the United States to non-U.S.
persons in reliance on Regulation S.
The
Company also announced that Charter Operating has arranged $500 million
principal amount of incremental term loans (the "Incremental Term Loans") under
the Charter Operating credit facilities. The net proceeds of the Incremental
Term Loans will be used to reduce borrowings, but not commitments, under the
revolving portion of the Charter Operating credit facilities and for general
corporate purposes. The Company expects the closing of the
Incremental Term Loans to occur in approximately one week.
The press
releases announcing the pricing of the Notes and the arranging of the
Incremental Term Loans are attached hereto as Exhibits 99.1 and 99.2,
respectively.
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 March 11, 2008. *
|
|
| 99.2 |
Press
Release dated March 11, 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: March
13, 2008
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|
By:/s/ Grier C.
Raclin
Name:
Grier C. Raclin
Title:
Executive Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
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Exhibit
Number
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|
Description
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|
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| 99.1 |
Press
Release dated March 11, 2008. *
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| 99.2 |
Press
Release dated March 11, 2008. *
|
* filed
herewith
Exhibit
99.1
NEWS
FOR
RELEASE: Tuesday March 11, 2008
Charter
Prices $520 Million 2nd Lien
Notes
St. Louis, Missouri – Charter
Communications, Inc. (NASDAQ:CHTR) (the “Company”) announced today that its
subsidiary, Charter Communications Operating, LLC (“Charter Operating”), agreed
to issue $520 million principal amount of 10.875% 2nd lien
notes due 2014 (“the Notes”), which are to be guaranteed by CCO Holdings, LLC
and certain subsidiaries of Charter Operating, in a private
transaction.
The
purchase price of the Notes will be approximately 96.1% of the principal
amount.
The net
proceeds of this proposed issuance will be used to repay, but not permanently
reduce, the outstanding debt balances under the existing revolving credit
facility of Charter Operating.
The Notes
will be sold to qualified institutional buyers in reliance on Rule 144A and
outside the United States to non-U.S. persons in reliance on Regulation S. The
Notes will not be registered under the Securities Act of 1933, as amended (the
“Securities Act”), and, unless so registered, may not be offered or sold in the
United States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and applicable
state securities laws. The Company expects, subject to market conditions, that
the sale would be completed in approximately one week. This press release shall
not constitute an offer to sell or the solicitation of an offer to buy, nor
shall there be any sale of the Notes in any state in which such offer,
solicitation or sale would be unlawful.
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:
Mary Jo
Moehle
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, 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," "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 other
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 fund debt
obligations (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, if not cured in a timely manner, could
trigger a default of our other obligations under cross-default
provisions;
|
|
|
·
|
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;
|
|
·
|
the
impact of competition from other distributors, including incumbent
telephone companies, direct broadcast satellite operators, wireless
broadband providers, and digital subscriber line (“DSL”)
providers;
|
|
|
·
|
difficulties
in growing, further introducing, and operating our telephone services,
while adequately meeting customer expectations for the
reliability of voice services;
|
|
|
·
|
our
ability to adequately meet demand for installations and customer
service;
|
|
|
·
|
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;
|
|
|
·
|
our
ability to obtain programming at reasonable prices or to adequately raise
prices to offset the effects of higher programming
costs;
|
|
|
·
|
general
business conditions, economic uncertainty or slowdown, including the
recent significant slowdown in the new housing sector and overall economy;
and
|
|
|
·
|
the
effects of governmental regulation 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. We are under no duty or obligation to update any of the
forward-looking statements after the date of this release.
# # #
Exhibit
99.2
NEWS
FOR
RELEASE: Tuesday March 11, 2008
Charter
Arranges $500 Million
in
Incremental Term Loan Financing
Borrowing
upsized from $275 million
St. Louis,
Missouri – Charter Communications, Inc. (NASDAQ:CHTR) (the
“Company”) announced today that its subsidiary, Charter Communications
Operating, LLC (“Charter Operating”), has arranged $500 million
principal amount of incremental term loans (the “Incremental Term Loans”) under
the Charter Operating credit facilities, for net proceeds of $471
million.
The net
proceeds of the Incremental Term Loans will be used to reduce borrowings, but
not commitments, under the revolving portion of the Charter Operating credit
facilities and for general corporate purposes.
The
Incremental Term Loans will have a final maturity of March 6, 2014 and prior to
this date will amortize in quarterly principal installments totaling 1% annually
beginning on June 30, 2008. The Incremental Term Loans will bear
interest at LIBOR plus 5.0%, with a LIBOR floor of 3.5%, and will otherwise be
governed by and subject to the existing terms of the Charter Operating credit
facilities. The closing of the Incremental Term Loans is expected
shortly after the completion of the proposed $520 million principal amount of
2nd
lien notes (the “Notes”) offering by Charter Operating, announced separately
this morning. The Company expects that the closing of the Incremental Term Loans
to occur in approximately one week.
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:
Mary Jo
Moehle
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, 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," "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 other
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 fund debt
obligations (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, if not cured in a timely manner, could
trigger a default of our other obligations under cross-default
provisions;
|
|
|
·
|
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;
|
|
·
|
the
impact of competition from other distributors, including incumbent
telephone companies, direct broadcast satellite operators, wireless
broadband providers, and digital subscriber line (“DSL”)
providers;
|
|
|
·
|
difficulties
in growing, further introducing, and operating our telephone services,
while adequately meeting customer expectations for the
reliability of voice services;
|
|
|
·
|
our
ability to adequately meet demand for installations and customer
service;
|
|
|
·
|
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;
|
|
|
·
|
our
ability to obtain programming at reasonable prices or to adequately raise
prices to offset the effects of higher programming
costs;
|
|
|
·
|
general
business conditions, economic uncertainty or slowdown, including the
recent significant slowdown in the new housing sector and overall economy;
and
|
|
|
·
|
the
effects of governmental regulation 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. We are under no duty or obligation to update any of the
forward-looking statements after the date of this release.
# # #