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 9, 2011
Charter Communications, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
|
001-33664
|
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:
|
o
|
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
On August 9, 2011, Charter Communications, Inc. (along with its subsidiaries, the “Company”) announced that its board of directors has authorized the Company to repurchase up to $200 million of its Class A common stock and outstanding warrants. Under the repurchase program, which is effective immediately, shares of Class A common stock and warrants to purchase Class A common stock may be purchased from time to time during the course of the next 12 months.
The Company also announced that it has agreed to purchase $100 million principal amount of 8% 2nd lien notes in open market transactions.
A copy of the press release announcing the repurchases is attached as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
|
Exhibit
Number
|
Description
|
|
|
99.1
|
Press release dated August 9, 2011 announcing share and warrant repurchase program and note purchase.*
|
___________
* filed herewith
2
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 9, 2011
|
By:/s/ Kevin D. Howard
Name: Kevin D. Howard
Title: Senior Vice President - Finance, Controller and Chief
Accounting Officer
|
3
EXHIBIT INDEX
|
Exhibit
Number
|
Description
|
|
|
99.1
|
Press release dated August 9, 2011 announcing share and warrant repurchase program and note purchase.*
|
___________
* filed herewith
4
Exhibit 99.1
NEWSCharter Announces Share Repurchase Program
St. Louis, Missouri – August 9, 2011 – Charter Communications, Inc. (along with its subsidiaries, the “Company” or “Charter”) today announced that its board of directors has authorized the Company to repurchase up to $200 million of its Class A common stock and outstanding warrants.
“This share repurchase program demonstrates our confidence in the strength of our business, the long term success of our strategic investments and our ability to create shareholder value,” said Charter President and Chief Executive Officer Mike Lovett. “We believe the repurchase program reflects a strategic opportunity for Charter given recent market conditions.”
Under the repurchase program, which is effective immediately, shares of Class A common stock and warrants to purchase Class A common stock may be purchased from time to time during the course of the next 12 months. As of June 30, 2011, there were 110,023,072 shares of Class A common stock outstanding and warrants to purchase 12,366,149 shares of Class A common stock outstanding.
In other financing activity, since June 30, 2011, Charter has agreed to purchase $100 million principal amount of 8% 2nd lien notes in open market transactions. Charter’s target leverage remains 4 to 4.5 times adjusted EBITDA, with a comfort level plus or minus a half turn either way to enable strategic opportunities.
About Charter
Charter (NASDAQ: CHTR) is a leading broadband communications company and the fourth-largest cable operator in the United States. Charter provides a full range of advanced broadband services, including advanced Charter TV® video entertainment programming, Charter Internet® access, and Charter Phone®. Charter Business® similarly provides scalable, tailored, and cost-effective broadband communications solutions to business organizations, such as business-to-business Internet access, data networking, business telephone, video and music entertainment services, and wireless backhaul. Charter's advertising sales and production services are sold under the Charter Media® brand. More information about Charter can be found at charter.com.
# # #
Contact:
| Media: | Analysts: |
| Anita Lamont | Robin Gutzler |
| 314-543-2215 | 314-543-2389 |
1
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 (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), 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," "tentative," "positioning" 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:
|
·
|
our ability to sustain and grow revenues and free cash flow by offering video, Internet, telephone, advertising and other services to residential and commercial customers, to adequately meet the customer experience demands in our markets and to maintain and grow our customer base, particularly in the face of increasingly aggressive competition, the need for innovation and the related capital expenditures and the difficult economic conditions in the United States;
|
|
·
|
the impact of competition from other market participants, including but not limited to incumbent telephone companies, direct broadcast satellite operators, wireless broadband and telephone providers, and digital subscriber line (“DSL”) providers and competition from video provided over the Internet;
|
|
·
|
general business conditions, economic uncertainty or downturn, high unemployment levels and the level of activity in the housing sector;
|
|
·
|
our ability to obtain programming at reasonable prices or to raise prices to offset, in whole or in part, the effects of higher programming costs (including retransmission consents);
|
|
·
|
the effects of governmental regulation on our business;
|
|
·
|
the availability and access, in general, of funds to meet our debt obligations, prior to or when they become due, and to fund our operations and necessary capital expenditures, either through (i) cash on hand, (ii) free cash flow, or (iii) access to the capital or credit markets; and
|
|
·
|
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.
|
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.
2