SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): December 10, 2009
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)
|
|
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
5.02 DEPARTURE OF DIRECTORS; CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATROY ARRANGEMENTS OF CERTAIN
OFFICERS.
This Form
8-K/A supplements the disclosures in Item 5.02 of the Form 8-K of Charter
Communications, Inc., (the "Company") dated November 30, 2009.
Election of Compensation and
Benefits Committee
As of
December 10, 2009, the Board of Directors (the "Board") of the Company elected
the following directors to the Compensation and Benefits Committee of the
Board: Robert Cohn, W. Lance Conn and Eric L.
Zinterhofer. Mr. Conn was elected to be the chair of the Compensation
and Benefits Committee.
As of
December 15, 2009, the Board announced that David C. Merritt has been
appointed to the Board. Mr.
Merritt will serve as chair of the Audit Committee of the Board. Christopher M.
Temple will join Mr. Merritt as a member of the Audit Committee. The
Nominating and Governance Committee will consist of William L. McGrath, John D.
Markley, Jr., and Bruce A. Karsh, who will serve as the chair.
A copy of
the press release is attached hereto as Exhibit 99.1.
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 the post emergence capital structure
and other information as a result of emerging from its Chapter 11 bankruptcy
proceedings on November 30, 2009. A copy of
the post emergence capital structure is attached hereto as Exhibit
99.2.
ITEM 9.01. FINANCIAL STATEMENTS
AND EXHIBITS.
(d)
Exhibits
|
Exhibit
No.
|
Description
|
|
| 99.1 | Press Release dated December 15, 2009. * | |
| 99.2 | Post Emergence Capital Structure. ** |
* filed
herewith
** furnished 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:
December 15, 2009
|
By:/s/ Kevin D.
Howard
Name:
Kevin D. Howard
Title: Senior Vice President,
Controller and Chief Accounting
Officer
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EXHIBIT
|
Exhibit
No.
|
Description
|
|
| 99.1 | Press Release dated December 15, 2009. * | |
| 99.2 | Post Emergence Capital Structure. ** |
* filed
herewith
** furnished herewith
Exhibit
99.1
NEWS
David
C. Merritt Appointed to
Charter
Communications Board of Directors
Board
committee appointments made
St. Louis, Missouri – December
15, 2009 - Charter Communications, Inc. (along with its subsidiaries, the
“Company” or “Charter”) today announced that David C. Merritt has been appointed
to Charter’s Board of Directors (the “Board”). Mr. Merritt previously
served on Charter’s board since 2003.
Mr.
Merritt will serve as chair of the Audit Committee of the Board. Christopher M.
Temple will join Mr. Merritt as a member of the Audit Committee.
“We are
extremely pleased that Dave Merritt will serve on Charter’s Board, which is
committed to building value for the Company and its stakeholders,” said Neil
Smit, President and Chief Executive Officer. “Dave’s financial expertise,
discipline and leadership skills complement the broad range experience possessed
by our other Board members.”
The Board
elected Robert Cohn, W. Lance Conn and Eric L. Zinterhofer to the Compensation
and Benefits Committee of the Board. Mr. Conn will serve as the chair
of the Compensation and Benefits Committee.
The
Nominating and Governance Committee will consist of William L. McGrath, John D.
Markley, Jr., and Bruce A. Karsh, who will serve as the chair.
Mr.
Merritt was originally elected to the board of directors of Charter in July
2003, and was also appointed as Chairman of Charter’s Audit Committee at that
time. Effective March 2009, he is a managing director of BC Partners,
Inc., a financial advisory firm. From October 2007 to March 2009, Mr.
Merritt served as Senior Vice President and Chief Financial Officer
of iCRETE, LLC. From October 2003 to September 2007, Mr.
Merritt was a Managing Director of Salem Partners, LLC, an investment banking
firm. He was a Managing Director in the Entertainment Media Advisory
Group at Gerard Klauer Mattison & Co., Inc., a company that provided
financial advisory services to the entertainment and media industries from
January 2001 through April 2003. In December 2003, he became a
director of Outdoor Channel Holdings, Inc. and serves as Chairman of its audit
committee. From 1975 to 1999, Mr. Merritt was an audit and consulting
partner of KPMG serving in a variety of capacities during his years with the
firm, including national partner in charge of the media and entertainment
practice. In February 2006, Mr. Merritt became a director of Calpine
Corporation and serves as Chairman of its Audit Committee. Mr.
Merritt holds a B.S. degree in business and accounting from California State
University – Northridge.
About
Charter
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®
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.
Contacts:
Media:
Anita
Lamont, 314-543-2215
Charter
Communications, Inc.
Analysts:
Mary Jo
Moehle, 314-543-2397
Charter
Communications, Inc.
Exhibit
99.2
POST
EMERGENCE CAPITAL STRUCTURE AND OTHER INFORMATION
|
·
|
On
November 30, 2009, Charter Communications, Inc. emerged from its Chapter
11 bankruptcy proceedings.
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|
·
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The
Company intends to apply for listing of its New Class A Stock on The
NASDAQ Stock Market LLC. Such application to become effective
not earlier than January 14, 2010. Shares of New Class A Stock
are currently quoted under the symbol CCMMV.OB on the OTC Bulletin
Board.
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Charter’s
Post-Emergence Capital Structure Summary
Equity
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·
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111,990,247
shares of New Common Stock outstanding, consisting
of:
|
|
o
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New
Class A Stock - 109,748,948 shares
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|
o
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New
Class B Stock - 2,241,299 shares
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·
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5,520,001 shares of PIK
Preferred Stock
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o
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Aggregate
liquidation preference of approximately $138
million
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|
·
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Warrants
to purchase shares of New Class A Common Stock held by Charter Investment,
Inc. (Paul Allen)
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|
o
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4,669,384
warrants outstanding exercisable to purchase a like number of new Class A
Common Stock
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|
o
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Exercisable
at $19.80 per share
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|
o
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Term:
Seven (7) years
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·
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Warrants
to purchase shares of New Class A Common Stock issued to holders of CIH
notes
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o
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6,413,988 warrants
outstanding exercisable to purchase a like number of new Class A Common
Stock
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o
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Exercisable
at $46.86 per share
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o
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Term:
Five (5) years
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o
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CUSIP: 16117M131
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·
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Warrants
to purchase shares of New Class A Common Stock issued to holders of CCH
notes
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o
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1,282,798 warrants
outstanding exercisable to purchase a like number of new Class A Common
Stock
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o
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Exercisable
at $51.28 per share
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o
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Term:
Five (5) years
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o
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CUSIP: 16117M123
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Debt
Debt
issued pursuant to the Plan of Reorganization:
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·
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CCH
II, LLC
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o
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New
13.5% Senior Notes due 2016 outstanding (issued by CCH II, LLC, and CCH II
Capital Corp.): $1,766,206,512
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|
·
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CUSIP: 12502CAS0
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·
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CUSIP:
12502CAT8
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Debt
remaining in place pursuant to the Plan of Reorganization and Confirmation
Order:
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·
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CCO
Holdings, LLC
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o
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Outstanding
8 ¾% senior notes due 2013:
$800,000,000
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o
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Credit
facility: $350,000,000
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·
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Charter
Communications Operating, LLC
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o
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8.000%
senior second-lien notes due 2012:
$1,100,000,000
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o
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8
3/8% senior second-lien notes due 2014:
$770,409,000
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o
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10.875%
senior second-lien notes due 2014:
$545,896,000
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o
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Credit
facility: $8,194,104,000
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Distributions
Under the
Plan
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·
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21,081,302 shares of New
Class A Stock were issued pro rata to holders of CCH I Notes
Claims
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CUSIP
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Principal
Amount
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Total
Shares Issued
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New
Class A Stock per $1,000
of
Principal
Amount of Bonds
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|||||||||
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12502B
AC7
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$ | 3,524,014,000 | 18,767,997 | 5.325744 | ||||||||
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12502B
AE3
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$ | 461,997,000 | 2,308,009 | 4.995723 | ||||||||
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12502B
AB9
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$ | 150,000 | 799 | 5.326667 | ||||||||
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12502B
AD5
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$ | 9,000 | 45 | 5.000000 | ||||||||
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12502B
AA1
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$ | 836,000 | 4,452 | 5.325359 |
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·
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2,241,299 shares of New
Class B Stock were issued to Charter Investment Inc. (which is owned by
Paul Allen)
|
|
·
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5,520,001 shares of
preferred stock having an aggregate liquidation preference of $138 million
were issued to holders of Charter Communication Inc.’s (i) 5.875%
Convertible Senior Notes due 2009; and (ii) 6.50% Convertible Senior Notes
due 2012
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CUSIP
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Rate
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Maturity
Date
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New
Preferred Stock per $1,000
of
Principal
Amount of Bonds
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|||||||||
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16117MAD9
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5.875 | % | 2009 | 11.332000 | ||||||||
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16117MAE7
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5.875 | % | 2009 | 11.331166 | ||||||||
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16117MAF4
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6.500 | % | 2012 | 11.446307 |
|
·
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Warrants
to purchase 4,669,384 shares of New Class A Stock were issued to Charter
Investment, Inc. at an exercise price of $19.80 per
share
|
|
·
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Warrants
to purchase 6,413,988 shares of New Class A Stock were issued to holders
of CIH Notes with an exercise price of $46.86 per
share
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| CUSIP |
Rate
|
Maturity
Date
|
Warrant
Shares per $1,000 of
Principal
Amount of Bonds
|
||||||
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12501BAP9
|
9.920 | % |
4/1/2014
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2.561192 | |||||
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12501BAE4
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10.000 | % |
5/15/2014
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2.532000 | |||||
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12501BAQ7
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10.000 | % |
5/15/2014
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2.532281 | |||||
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12501BAN4
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11.125 | % |
1/15/2014
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2.496981 | |||||
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12501BAR5
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11.750 | % |
5/15/2014
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2.547839 | |||||
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12501BAT1
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12.125 | % |
1/15/2015
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2.501799 | |||||
|
U12516AF4
|
12.125 | % |
1/15/2015
|
2.500000 | |||||
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12501BAS3
|
13.500 | % |
1/15/2014
|
2.508422 |
|
·
|
Warrants
to purchase approximately 1,282,798 shares of New Class A Stock were
issued to holders of CCH Notes with an exercise price of $51.28 per
share
|
| CUSIP |
Rate
|
Maturity
Date
|
Warrant
Shares per $1,000 of
Principal
Amount of Bonds
|
||||||
|
16117PAY6
|
9.625 | % |
11/15/2009
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2.214286 | |||||
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16117PAZ3
|
9.625 | % |
11/15/2009
|
2.215169 | |||||
|
16117PAF7
|
9.920 | % |
4/1/2011
|
2.243409 | |||||
|
16117PAK6
|
10.000 | % |
4/1/2009
|
2.244244 | |||||
|
16117PBB5
|
10.000 | % |
5/15/2011
|
2.218095 | |||||
|
16117PAL4
|
10.250 | % |
1/15/2010
|
2.183475 | |||||
|
16117PAT7
|
10.750 | % |
10/1/2010
|
2.252049 | |||||
|
16117PAV2
|
11.125 | % |
1/15/2010
|
2.187176 | |||||
|
16117PAM2
|
11.750 | % |
1/15/2010
|
2.189798 | |||||
|
16117PBD1
|
11.750 | % |
5/15/2011
|
2.231725 | |||||
|
16117PBH2
|
12.125 | % |
1/15/2012
|
2.191382 | |||||
|
16117PAW0
|
13.500 | % |
1/15/2011
|
2.197191 |
|
·
|
New
13.5% Senior Notes due 2016 ("CCH II Notes") outstanding (issued by
CCH II, LLC, and CCH II Capital Corp):
$1,766,206,512
|
|
·
|
CCH II Notes issued in the CCH II note exchange: |
| CUSIP |
Rate
|
Maturity
Date
|
Total
New Notes per $1,000 of
Principal
Amount of Bonds Exchanged
|
|||||||||
|
12502CAD3
|
10.25 | % | 2010 | $ | 733.37794643 | |||||||
|
12502CAM3
|
10.25 | % | 2010 | $ | 730.70290404 | |||||||
|
12502CAQ4
|
10.25 | % | 2013 | $ | 720.55594815 | |||||||
|
12502CAR2
|
10.25 | % | 2013 | $ | 684.57669941 | |||||||
|
U125WAE1
|
10.25 | % | 2013 | $ | 684.57669941 |
|
·
|
Charter
Investment, Inc. retained its 1% direct equity interest in Charter
Communications Holding Company, LLC., which indirectly holds all of the
business operations of Charter Communications,
Inc.
|
New
CUSIP NUMBERS:
;
Unrestricted
New Class A Stock:
16117M305
15%
Pay-in-kind Preferred Stock:
16117M701
Unrestricted
CCH II Notes due 2016:
12502CAS0
CIH
Warrants:
16117M131
CCH
Warrants:
16117M123