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 27, 2009
Charter Communications,
Inc.
(Exact name of registrant as
specified in its charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
|
000-27927
|
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
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
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
3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A COUNTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING.
On March 27, 2009 the NASDAQ Stock
Market ("NASDAQ") notified Charter Communications, Inc. (the "Company") that, in
accordance with NASDAQ's Marketplace Rules 4300, 4450(f) and IM-4300, the
Company's securities will be delisted by NASDAQ and that trading of the
Company's Class A common stock will be suspended at the opening of business on
April 7, 2009. NASDAQ's notice and determination followed the
Company's announcement that it and its subsidiaries had filed petitions under
Chapter 11 of the United States Bankruptcy Code. The Company does not
plan to appeal NASDAQ's determination to delist the securities.
Attached as Exhibit 99.1 is a press
release announcing NASDAQ's delisting notification.
ITEM
7.01 REGULATION FD.
The Company has made information
available on its website (www.charter.com under
the “Investor and News Center” tab), describing a previously non-public
presentation of the Company's management and which includes certain financial
and statistical information of the Company.
ITEM
8.01 OTHER EVENTS.
The Company also announced the approval
of all of its first-day motions by the United States Bankruptcy Court for the
Southern District of New York. A copy of the press release announcing
the approval is attached as Exhibit 99.2.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibit is filed pursuant to Item 3.01 and 8.01:
| Exhibit No. | Description | |
|
99.1
|
Press
release, dated March 30, 2009 announcing NASDAQ's delisting
notification.
|
|
| 99.2 | Press release, dated March 30, 2009 announcing the approval of first day motions. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this Current Report to be signed on its behalf by the undersigned
hereunto duly authorized.
CHARTER
COMMUNICATIONS, INC.
By: /s/ Kevin D.
Howard
Date:
March 31,
2009
Name: Kevin D. Howard
Title: Vice President, Controller and Chief Accounting Officer
EXHIBIT
| Exhibit No. | Description | |
|
99.1
|
Press
release, dated March 30, 2009 announcing NASDAQ's delisting
notification.
|
|
| 99.2 | Press release, dated March 30, 2009 announcing the approval of first day motions. |
Exhibit
99.1
NEWS FOR
RELEASE: March 30, 2009
Charter
Communications Announces NASDAQ Delisting Notification
St. Louis, MO – Charter
Communications, Inc. (NASDAQ: CHTR) (“Charter,” the “Company”) announced that
the NASDAQ Stock Market (“NASDAQ”) on March 27 notified the
Company
that NASDAQ will suspend and delist trading of the Company’s common stock on the
NASDAQ Stock Market, effective with the open of business on April 7,
2009. The
notice
follows the Company’s announcement that it has commenced the next phase of its
previously announced financial restructuring by filing its pre-arranged plan of
reorganization
and
Chapter 11 petitions in the United States Bankruptcy Court for the Southern
District of New York. The Company does not intend to appeal NASDAQ’s
delisting decision and
expects
that its common stock will be quoted on the OTC Bulletin Board or in the “Pink
Sheets” effective April 7, 2009, but there is no assurance as quotes on the
“Pink Sheets” are
dependent
upon the actions of third parties.
About
Charter Communications
Charter
Communications, Inc. 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 Digital
Cable(R) video entertainment programming, Charter High-Speed(R) Internet access,
and Charter Telephone(R). Charter Business(TM) 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(R)
brand. More information about Charter can be found at
www.charter.com.
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," "plans," "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, including our
quarterly reports on Form 10-Q filed in 2008 and our most recent annual report
on Form 10-K, and include, but are not limited to:
|
•
|
the
completion of the Company's restructuring including the outcome and impact
on our business of the proceedings under Chapter 11 of the Bankruptcy
Code;
|
|
•
|
the
ability of the Company to satisfy closing conditions under the
agreements-in-principle and Pre-Arranged Plan and related documents and to
have the Pre-Arranged Plan confirmed by the bankruptcy
court;
|
|
•
|
the
availability of and access to, in general, funds to meet interest payment
obligations under our debt and to fund our operations and necessary
capital expenditures, either through cash on hand, 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 repay debt prior to or when it becomes due and/or successfully
access the capital or credit markets to refinance that debt through new
issuances, exchange offers or otherwise, including restructuring our
balance sheet and leverage position, especially given recent volatility
and disruption in the capital and credit
markets;
|
|
•
|
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 downturn, including the
recent volatility and disruption in the capital and credit markets and the
significant downturn in the 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.
# #
#
Contacts:
Media:
Anita
Lamont, 314-543-2215
Charter
Communications, Inc.
Andy
Brimmer / Sharon Stern
Joele
Frank, Wilkinson Brimmer Katcher
212-355-4449
or
Analysts:
Mary Jo
Moehle, 314-543-2397
Charter
Communications, Inc.
Exhibit
99.2
; NEWSFOR
RELEASE: March 30, 2009
Charter
Communications Receives Court Approval
Of
All “First-Day” Motions In Its Financial Restructuring
Operations
to continue as usual
Company
will continue payment of employee wages and benefits
Local
Franchise Authorities to be paid in full
St. Louis, MO – Charter
Communications, Inc. (NASDAQ: CHTR) and its subsidiaries (“Charter” or the
“Company”) today announced the approval of all of its first-day motions by the
United States Bankruptcy Court for the Southern District of New
York.
“We
appreciate the prompt action by the Court in approving our first-day motions,”
said Neil Smit, President and Chief Executive Officer. “These
approvals help us to continue to operate our business as usual and continue to
provide our customers with quality cable, Internet and phone service as we
execute on our financial restructuring. We look forward to completing
our financial restructuring as soon as practicable and emerging as a stronger
company.”
The Company received Court approval
during its first-day hearings to honor current customer programs without
interruption. The Company also received approval to, among other
things, continue employee wage and benefits programs, pay fees to its Local
Franchise Authorities incurred before and after the filing in full and in the
normal course, and utilize its cash on hand and cash flows from operating
activities to continue to fund its projected cash needs as it proceeds with its
financial restructuring on an interim basis, pending final Court authorization
to be sought within the coming weeks. Charter has filed a motion with
the Court requesting permission to pay trade creditor balances incurred before
and after the filing in full and in the normal course, and expects that motion
to be heard in the coming weeks. The Company expects that cash on
hand and cash from operating activities, will be adequate to fund
its
projected cash needs as it proceeds with its financial restructuring, and
therefore has not sought debtor-in-possession (DIP) financing.
The Company’s principal Chapter 11
petition has been assigned case number 09-11435. Additional
information about Charter’s restructuring, including the disclosure statement
describing the Pre-Arranged Plan and the terms of the committed and optional
investments by members of the Bondholder Committee, is available at the
Company’s website www.charter.com. You may also receive information
from the Company’s restructuring information line, 800-419-3922. For
access to Court documents and other general information about the Chapter 11
cases, please visit www.kccllc.net/charter.
About
Charter Communications
Charter
Communications, Inc. 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 Digital
Cable(R) video entertainment programming, Charter High-Speed(R) Internet access,
and Charter Telephone(R). Charter Business(TM) 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(R)
brand. More information about Charter can be found at
www.charter.com.
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," "plans," "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, including our
quarterly reports on Form 10-Q filed in 2008 and our most recent annual report
on Form 10-K, and include, but are not limited to:
|
•
|
the
completion of the Company's restructuring including the outcome and impact
on our business of the proceedings under Chapter 11 of the Bankruptcy
Code;
|
|
•
|
the
ability of the Company to satisfy closing conditions under the
agreements-in-principle and Pre-Arranged Plan and related documents and to
have the Pre-Arranged Plan confirmed by the bankruptcy
court;
|
|
•
|
the
availability of and access to, in general, funds to meet interest payment
obligations under our debt and to fund our operations and necessary
capital expenditures, either through cash on hand, 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 repay debt prior to or when it becomes due and/or successfully
access the capital or credit markets to refinance that debt through new
issuances, exchange offers or otherwise, including restructuring our
balance sheet and leverage position, especially given recent volatility
and disruption in the capital and credit
markets;
|
|
•
|
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 downturn, including the
recent volatility and disruption in the capital and credit markets and the
significant downturn in the 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.
# #
#
Contacts:
Media:
Anita
Lamont, 314-543-2215
Charter
Communications, Inc.
Andy
Brimmer / Sharon Stern
Joele
Frank, Wilkinson Brimmer Katcher
212-355-4449
or
Analysts:
Mary Jo
Moehle, 314-543-2397
Charter
Communications, Inc.