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
13, 2006
CCO
Holdings, LLC
CCO
Holdings Capital Corp.
(Exact
name of registrants as specified in their charter)
Delaware
Delaware
(State
or Other Jurisdiction of Incorporation or Organization)
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333-112593
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86-1067239
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333-112593-01
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20-0257904
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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
1.01. ENTRY INTO MATERIAL DEFINITIVE AGREEMENT.
On
September
14, 2006, Charter Communications, Inc. ("Charter"),
the indirect parent company
and manager of CCO Holdings, LLC and CCO Holdings
Capital Corp., announced
the closing of the offer by its subsidiaries, CCHC,
LLC (“CCHC”) and CCH II, LLC
and CCH II Capital Corp. (collectively, “CCH II”) to issue a combination of
cash, Class A Common Stock of Charter, and 10.25%
Senior Notes due 2010 issued
by CCH II (the “CCH II Notes”) in exchange for $450.0 million of Charter’s
5.875% Convertible Senior Notes due 2009 (the "Convert
Exchange"), as described
in Item 8.01, "Other Events" and in the attached
Exhibit 99.1.
Charter
also
announced the closing of the offers on September
14, 2006, by CCH II and
Charter’s indirect subsidiaries, CCH I, LLC and CCH I Capital
Corp.
(collectively, “CCH I”), to issue new notes in exchange (the “Private Exchange”)
for up to any and all of certain series of the outstanding
debt securities of
Charter Communications Holdings, LLC (“Charter Holdings”). CCH II has issued
$250.0 million principal amount of new 10.25% Senior
Notes due 2013 (the “New
CCH II Notes”) and CCH I has issued $462.0 million principal amount
of 11.00%
Senior Secured Notes due 2015 (the “CCH I Notes”) in a private exchange for
$797.4 million principal amount of Charter Holdings
notes as described in Item
8.01, "Other Events" and in the attached Exhibits
99.2 and 99.3.
The
CCH II Notes
The
CCH II
Notes were issued pursuant to a supplemental indenture
dated as of September 14,
2006, to the indenture dated as of September 23,
2003 among CCH II and Wells
Fargo Bank, National Association, as trustee (as
supplemented, the "CCH II
Indenture"). The CCH II Notes are pari passu with,
of the same class as, will
vote on any matter submitted to bondholders with
and otherwise substantially
identical in all respects to approximately $2.1 billion
aggregate principal
amount of CCH II Notes that were outstanding. The
CCH II Notes are the senior
unsecured obligations of CCH II and rank pari passu
to all of CCH II's existing
and future unsecured indebtedness, including $250.0
million aggregate principal
amount of New CCH II Notes that were issued in connection
with the Private
Exchange.
The
CCH II
Indenture restricts the ability of CCH II and CCH
II's restricted subsidiaries
to: (1) incur indebtedness; (2) create liens; (3)
pay dividends or make
distributions in respect of capital stock and other
restricted payments; (4)
make investments; (5) sell assets; (6) create restrictions
on the ability of
restricted subsidiaries to make certain payments;
(7) enter into transactions
with affiliates; or (8) consolidate, merge or sell
all or substantially all
assets. However, such covenants are subject to a
number of important
qualifications and exceptions including provisions
allowing CCH II and its
restricted subsidiaries, as long as CCH II's leverage
ratio is not greater than
5.5 to 1.0, to incur additional indebtedness and
make investments. CCH II is
also permitted under these covenants to provide funds
to its parent companies to
pay interest on and, subject to meeting its leverage
ratio test, to retire or
repurchase their debt obligations.
The
CCH II
Notes bear interest at 10.25% per annum and will
mature on September 15, 2010.
Interest is payable March 15 and September 15 of
each year and are redeemable at
CCH II's option on or after September 15, 2008 at
a redemption price of 105.125%
in 2008 and at par beginning on September 15, 2009.
The CCH II Notes were
registered on a Form S-4 with the Securities and
Exchange Commission (the "SEC")
under Registration No. 333-136508.
1
The
supplemental indenture dated as of September 14,
2006 is attached as Exhibit
10.1.
The
New CCH II Notes
The
New CCH
II Notes were issued pursuant to an indenture dated
as of September 14, 2006,
among CCH II, Charter Holdings and The Bank of New
York Trust Company, NA, as
trustee (the "Indenture"). The New CCH II Notes are
senior unsecured obligations
of CCH II and rank pari passu to all of CCH II’s existing and future unsecured
senior indebtedness, including $2.1 billion aggregate
principal amount of CCH II
Notes that were outstanding (the ‘‘outstanding CCH II 2010 notes’’) and the
$146.2 million aggregate principal amount of additional
CCH II Notes that were
issued in connection with the Convert Exchange. Charter
Holdings has guaranteed
the New CCH II Notes on a senior unsecured basis.
The
Indenture
restricts the ability of CCH II and CCH II’s restricted subsidiaries to: (1)
incur indebtedness; (2) create liens; (3) pay dividends
or make distributions in
respect of capital stock and other restricted payments;
(4) make investments;
(5) sell assets; (6) create restrictions on the ability
of restricted
subsidiaries to make certain payments; (7) enter
into transactions with
affiliates; or (8) consolidate, merge or sell all
or substantially all assets.
However, such covenants are subject to a number of
important qualifications and
exceptions as described in the Indenture, including
provisions allowing CCH II
and its restricted subsidiaries, as long as CCH II’s leverage ratio is not
greater than 5.5 to 1.0, to incur additional indebtedness
and make investments.
CCH II is also permitted under these covenants to
provide funds to its parent
companies to pay interest on and, subject to meeting
its leverage ratio test, to
retire or repurchase their debt obligations.
The
New CCH
II Notes will mature on October 1, 2013 and bear
interest at 10.25 % per annum,
payable on April 1 and October 1 of each year. The
New CCH II Notes are
redeemable at CCH II's option on or after October
1, 2010 at various redemption
prices beginning at 105.125% in 2010 and declining
to par in 2012. In addition,
prior to October 1, 2009, CCH II may redeem up to
35% of the New CCH II Notes
from the proceeds of certain equity offerings at
a specified redemption
price.
The
Indenture
is attached as Exhibit 10.2.
The
CCH I Notes
The
CCH I
Notes were issued pursuant to a supplemental indenture
dated as of September 14,
2006, to an indenture dated as of September 28, 2005,
among CCH I, Charter
Holdings and The Bank of New York Trust Company,
NA, as trustee (as
supplemented, the "CCH I Indenture"). The CCH I Notes
are pari passu with, of
the same class as, and will vote on any matter submitted
to bondholders with and
otherwise be substantially identical in all respects
to, the original CCH I
Notes, except that (i) the CCH I Notes initially
are subject to certain
restrictions on transfer (unless and until a subsequent
exchange of registered
notes for these notes has been completed) and (ii)
the CCH I Notes have (and the
registered notes that may be subsequently offered
in registered exchange
therefor will have) a separate CUSIP number from
the outstanding CCH I notes and
thus will not be fungible with the
2
outstanding
CCH I notes. The CCH I Notes, together with the outstanding
CCH I notes, have
the benefit of additional collateral as described
below. The CCH I notes are the
senior secured obligations of CCH I and will rank
effectively senior to all of
CCH I’s future unsecured senior indebtedness. The CCH I
notes rank equally with
all existing and future indebtedness of CCH I that
may be secured equally and
ratably by the collateral securing the CCH I notes,
including $3,525 million
aggregate principal amount of CCH I’s outstanding CCH I notes.
The
CCH I
Notes are secured by a pledge of 100% of the equity
interests of CCH I’s wholly
owned subsidiary, CCH II, LLC, and the proceeds thereof,
and by a pledge of CCH
I's Class A preferred units in CC VIII, LLC (the
"CC VIII interests"), and the
proceeds thereof (collectively, the ‘‘collateral’’). The CC VIII interests are
entitled to a 2% accreting priority return on the
priority capital. The CC VIII
interests represented approximately 13% of the total
equity interests in CC VIII
at June 30, 2006. CC VIII and certain other subsidiaries
have guaranteed, on a
secured basis, the credit facility and senior second
lien notes of CCH I's
indirect subsidiary, Charter Communications Operating,
LLC. In addition, CC
VIII, LLC may from time to time be obligated on other
secured or unsecured
indebtedness, including indebtedness to subsidiaries
of CCH I. The CCH I Notes
and the outstanding CCH I notes are, and all future
indebtedness of CCH I that
is permitted to be incurred by the CCH I indenture
may be, secured equally and
ratably by the collateral. The pledge agreement dated
as of September 28, 2005
as amended by an amendment dated as of September
14, 2006, made by CCH I in
favor of The Bank of New York Trust Company, NA,
as collateral agent, contains
certain limitations on the rights of the trustee
and the holders to exercise
remedies with respect to the collateral. The amendment
to the pledge agreement
dated as of September 14, 2006 is attached hereto
as Exhibit 10.3.
The
CCH I
Indenture restricts the ability of CCH I and CCH
I’s restricted subsidiaries to:
(1) incur indebtedness; (2) create liens; (3) pay
dividends or make
distributions in respect of capital stock and other
restricted payments; (4)
make investments; (5) sell assets; (6) create restrictions
on the ability of
restricted subsidiaries to make certain payments;
(7) enter into transactions
with affiliates; or (8) consolidate, merge or sell
all or substantially all
assets. However, such covenants are subject to a
number of important
qualifications and exceptions including provisions
allowing CCH I and its
restricted subsidiaries, as long as CCH I’s leverage ratio is not greater than
7.5 to 1.0, to incur additional indebtedness and
make investments. CCH I is also
permitted under these covenants to provide funds
to its parent companies to pay
interest on and, subject to meeting its leverage
ratio test, to retire or
repurchase their debt obligations.
The
CCH I
Notes will mature on October 1, 2015 and bear interest
at 11.00 % per annum,
payable on April 1 and October 1 of each year. The
CCH I Notes are redeemable at
CCH I's option on or after October 1, 2010 at various
redemption prices
beginning at 105.500% in 2010 and declining to par
in 2013. In addition, prior
to October 1, 2008, CCH I may redeem up to 35% of
the CCH I Notes from the
proceeds of certain equity offerings at a specified
redemption
price.
3
The
supplemental indenture dated as of September 14,
2006 to the CCH I Indenture is
attached as Exhibit 10.4.
Charter
Holdings, CCH II and CCH I have entered into a registration
rights agreement
pursuant to which they agreed to file an exchange
offer registration statement
with the SEC to allow the exchange of New CCH II
Notes and CCH I Notes for an
equal principal amount of notes with substantially
identical terms (the
‘‘registered exchange offers’’), except they will generally be freely
transferable under the Securities Act of 1933, as
amended. In addition, Charter
Holdings, CCH II and CCH I agreed, under various
circumstances, to file a shelf
registration statement with the SEC to cover resales
of the New CCH II Notes and
CCH I Notes, respectively. If Charter Holdings, CCH
I or CCH II fails to satisfy
these obligations, CCH II or CCH I as applicable,
will be required to pay
additional interest to the holders of the New CCH
II Notes or CCH I Notes, as
applicable.
The
registration rights agreement dated as of September
14, 2006 is attached hereto
as Exhibit 10.5.
ITEM
2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR
AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The
information in Item 1.01 of this Form 8-K is hereby
incorporated by reference to
this Item 2.03.
ITEM
8.01. OTHER EVENTS.
On
September
14, 2006, Charter Communications, Inc. ("Charter"),
the indirect parent company
and manager of CCO Holdings, LLC and CCO Holdings
Capital Corp., announced
the closing of the offer by its subsidiaries, CCHC,
LLC (“CCHC”) and CCH II, LLC
and CCH II Capital Corp. (collectively, “CCH II”) to issue a combination of
cash, Class A Common Stock of Charter, and 10.25%
Senior Notes due 2010 issued
by CCH II (the “CCH II Notes”) in exchange for $450.0 million of Charter’s
5.875% Convertible Senior Notes due 2009. The offer
was closed as scheduled on
September 14, 2006, and the $196.7 million in cash,
including accrued interest,
41.5 million shares of Class A Common Stock (net
of shares returned to Charter
under the optional settlement procedure described
in the exchange offer
prospectus) and $146.2 million aggregate principal
amount of CCH II Notes were
issued (the "Convert Exchange"). A press release
announcing the closing of the
offer is attached as Exhibit 99.1.
Charter
also
announced the closing of the offers on September
14, 2006, by CCH II and
Charter’s indirect subsidiaries, CCH I, LLC and CCH I Capital
Corp.
(collectively, “CCH I”), to issue new notes in exchange for up to any
and all of
certain series of the outstanding debt securities
of Charter Communications
Holdings, LLC (“Charter Holdings”). CCH II has issued $250.0 million principal
amount of new 10.25% Senior Notes due 2013 (the
“New CCH II Notes”) and CCH I
has issued $462.0 million principal amount of 11.00%
Senior Secured Notes due
2015 (the “CCH I Notes”) in a private exchange for $797.4 million principal
amount of Charter Holdings notes. Press releases
announcing the final results of
the number of securities tendered and the closing
of the offers are attached as
Exhibits 99.2 and 99.3, respectively.
4
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibits are filed pursuant to Item 1.01:
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Exhibit
Number
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Description
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Exhibit
10.1
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Second
Supplemental Indenture dated
as of September 14, 2006 for
CCH II, LLC and
CCH II Capital Corp. 10,25% Senior
Notes due 2010. (Incorporated
by reference to Exhibit 10.1
to the current report on Form
8-K of Charter
Communications, Inc. filed on
September 19, 2006 (File No.
000-27927)).
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| Exhibit 10.2 |
Indenture
dated as of September 14, 2006 for
CCH II, LLC and CCH II Capital Corp.
10.25% Senior Notes due 2013. (Incorporated
by reference to Exhibit 10.2 to the
current report on Form 8-K of Charter
Communications, Inc. filed on September
19 2006 (File No. 000-27927)).
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| Exhibit 10.3 |
Amendment
to the Pledge agreement dated as
of September 14, 2006 by CCH I, LLC.
(Incorporated
by reference to Exhibit 10.3 to the current report on Form
8-K of
Charter Communications, Inc. filed
on September 19, 2006 (File No.
000-27927)).
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| Exhibit 10.4 |
First
Supplemental Indenture dated as
of September 14, 2006 for CCH I,
LLC and
CCH I Capital Corp. 11.00% Senior
Secured Notes due 2015. (Incorporated
by reference to Exhibit 10.4 to the current report on Form
8-K of
Charter Communications, Inc. filed
on September 19, 2006 (File No.
000-27927)).
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| Exhibit 10.5 |
Exchange
and Registration Rights Agreement
dated as of September 14, 2006
by CCH I,
LLC, CCH I Capital Corp., CCH II,
LLC, CCH II Capital Corp. and Charter
Communications Holdings, LLC. (Incorporated
by reference to Exhibit 10.5 to
the current report on Form 8-K
of Charter
Communications, Inc. filed on September
19, 2006 (File No. 000-27927)).
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| Exhibit 99.1 |
Press
release announcing the closing of
registered exchange offer dated as
of
September 14, 2006. (Incorporated
by reference to Exhibit 99.1 to the
current report on Form 8-K of Charter
Communications, Inc. filed on September
19, 2006 (File No.
000-27927)).
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| Exhibit 99.2 |
Press
release announcing final results
of the number of securities tendered
in
private debt exchange offers dated
as of September 13, 2006. (Incorporated
by reference to Exhibit 99.2 to the
current report on Form 8-K of Charter
Communications, Inc. filed on September
19, 2006 (File No. 000-27927)).
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| Exhibit 99.3 |
Press
release announcing closing of private
debt exchange offers dated as of
September 14, 2006. (Incorporated
by reference to Exhibit 99.3 to the
current report on Form 8-K of Charter
Communications, Inc. filed on September
19, 2006 (File No. 000-27927)).
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5
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934,
CCO
Holdings, LLC and CCO Holdings Capital Corp. have duly caused this
Current Report to be signed on their behalf by the undersigned hereunto
duly
authorized.
CCO
HOLDINGS, LLC
Registrant
By:
CHARTER COMMUNICATIONS, INC., Sole Manager
Dated:
September 19, 2006
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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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CCO
HOLDINGS CAPITAL CORP.
Registrant
Dated:
September 19, 2006
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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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Exhibit
10.1
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Second
Supplemental Indenture dated as of September 14, 2006 for
CCH II, LLC and
CCH II Capital Corp. 10,25% Senior Notes due 2010. (Incorporated
by reference to Exhibit 10.1 to the current report on Form
8-K of Charter
Communications, Inc. filed on September 19, 2006 (File
No. 000-27927)).
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| Exhibit 10.2 |
Indenture
dated as of September 14, 2006 for CCH II, LLC and CCH II Capital
Corp.
10.25% Senior Notes due 2013. (Incorporated
by reference to Exhibit 10.2 to the current report on Form
8-K of Charter
Communications, Inc. filed on September 19 2006 (File No. 000-27927)).
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| Exhibit 10.3 |
Amendment
to the Pledge agreement dated as of September 14, 2006 by CCH
I, LLC.
(Incorporated
by reference to Exhibit 10.3 to the current report on Form 8-K of
Charter Communications, Inc. filed on September 19, 2006 (File
No.
000-27927)).
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| Exhibit 10.4 |
First
Supplemental Indenture dated as of September 14, 2006 for
CCH I, LLC and
CCH I Capital Corp. 11.00% Senior Secured Notes due 2015.
(Incorporated
by reference to Exhibit 10.4 to the current report on Form 8-K of
Charter Communications, Inc. filed on September 19, 2006
(File No.
000-27927)).
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| Exhibit 10.5 |
Exchange
and Registration Rights Agreement dated as of September 14,
2006 by CCH I,
LLC, CCH I Capital Corp., CCH II, LLC, CCH II Capital Corp.
and Charter
Communications Holdings, LLC. (Incorporated
by reference to Exhibit 10.5 to the current report on Form
8-K of Charter
Communications, Inc. filed on September 19, 2006 (File No.
000-27927)).
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| Exhibit 99.1 |
Press
release announcing the closing of registered exchange offer
dated as of
September 14, 2006. (Incorporated
by reference to Exhibit 99.1 to the current report on Form
8-K of Charter
Communications, Inc. filed on September 19, 2006 (File No.
000-27927)).
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| Exhibit 99.2 |
Press
release announcing final results of the number of securities
tendered in
private debt exchange offers dated as of September 13, 2006.
(Incorporated
by reference to Exhibit 99.2 to the current report on Form
8-K of Charter
Communications, Inc. filed on September 19, 2006 (File No.
000-27927)).
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| Exhibit 99.3 |
Press
release announcing closing of private debt exchange offers
dated as of
September 14, 2006. (Incorporated
by reference to Exhibit 99.3 to the current report on Form
8-K of Charter
Communications, Inc. filed on September 19, 2006 (File No.
000-27927)).
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