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): June 12, 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:
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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
8.01 OTHER EVENTS.
On
June 12, 2008, Charter Communications, Inc. (the "Company") announced
that it has extended the early participation deadline for the pending private
offer (the "Offer") by its indirect subsidiaries, CCH II, LLC and CCH II Capital
Corp. (collectively "CCH II"), until 11:59 PM ET on June 27, 2008. The exchange
ratio range will remain as previously announced. The
Offer, announced on May 29, provided for the exchange of up to $500 million
principal amount of CCH II's existing 10.25% Senior Notes due 2010 (the "Old
Notes") for additional 10.25% Senior Notes due 2013 of CCH II (the "New
Notes). Old Notes tendered pursuant to the Offer may no longer be
withdrawn.
The
Offer is being conducted as a modified “Dutch auction,” pursuant to which
holders of the Old Notes will have the opportunity to specify an exchange ratio
at which they would be willing to exchange Old Notes for New Notes. The New
Notes will be offered 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
press release announcing the Offer is attached hereto as Exhibit
99.1.
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 June 12, 2008. *
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* 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: June
17, 2008
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By:/s/ Kevin D.
Howard
Name:
Kevin D. Howard
Title:
Vice
President, Controller and Chief Accounting
Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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| 99.1 |
Press
Release dated June 12, 2008. *
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* filed
herewith
Exhibit
99.1
NEWS
Charter
Announces Extension of
Early
Participation Deadline for Private Debt Exchange Offer
St. Louis, Missouri – June 12,
2008 – Charter Communications, Inc. (Nasdaq: CHTR) (“Charter”) announced
today that it has extended the early participation deadline for the pending
private offer (the “Offer”) by its indirect subsidiaries, CCH II, LLC and CCH II
Capital Corp. (collectively “CCH II”), until 11:59 PM ET on June 27, 2008 (as
amended, the “Early Participation Deadline”). The exchange ratio range will
remain as previously announced.
The
Offer, announced on May 29, provided for the exchange of up to $500 million
principal amount of CCH II’s existing 10.25% Senior Notes due 2010 (CUSIP Nos.
12502CAD3, 12502CAE1 and 12502CAM3) (the “Old Notes”) for additional 10.25%
Senior Notes due 2013 of CCH II (the “New Notes).
The Offer
is being conducted as a “modified Dutch auction,” pursuant to which holders of
the Old Notes have the opportunity to specify an exchange ratio at which they
would be willing to exchange Old Notes for New Notes. Holders must submit
tenders in the range of $1,047.50 to $1,077.50 principal amount of New Notes per
$1,000 principal amount of Old Notes with amounts in the range specified in
increments of $2.50 principal amount of New Notes per $1,000 principal amount of
Old Notes.
Holders
who validly tender their Old Notes will receive the highest exchange ratio
specified with respect to Old Notes accepted for exchange in the auction process
described in the Confidential Offering Memorandum dated May 29, 2008 (the
“Clearing Exchange Ratio”). The Clearing Exchange Ratio includes an Early
Participation Payment of $30.00 in New Notes per $1,000 principal amount of Old
Notes. Holders who exchange Old Notes for New Notes will also receive
accrued and unpaid interest to, but not including, the settlement
date.
The Offer
will expire at 11:59 PM ET on June 27, 2008. Old Notes tendered pursuant to the
Offer may no longer be withdrawn.
The New
Notes have not been registered under the Securities Act of 1933, as amended, and
may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
The offer
is being made only to qualified institutional buyers and to certain non-U.S.
investors located outside the United States. The complete terms and
conditions of the Offer are set forth in the informational documents relating to
the Offer.
Documents
relating to the Offer will only be distributed to noteholders who complete and
return a letter of eligibility confirming that they are within the category of
eligible investors for this private offer. Noteholders who desire a copy of the
eligibility letter may contact Global Bondholder Service Corporation, the
information agent for the Offer, at (866) 470-3700 (U.S. Toll-free) or (212)
430-3774.
This
press release shall not constitute an offer to sell or the solicitation of an
offer to buy any security and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offering, solicitation or sale would be
unlawful.
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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(R) video entertainment programming, Charter High-Speed(TM) Internet
access service, and Charter Telephone(TM) services. 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 .
# # #
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:
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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;
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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;
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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;
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the
impact of competition from other distributors, including incumbent
telephone companies, direct broadcast satellite operators, wireless
broadband providers, and digital subscriber line ("DSL")
providers;
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difficulties
in growing, further introducing, and operating our telephone services,
while adequately meeting customer expectations for the reliability of
voice services;
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our
ability to adequately meet demand for installations and customer
service;
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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;
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our
ability to obtain programming at reasonable prices or to adequately raise
prices to offset the effects of higher programming
costs;
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general
business conditions, economic uncertainty or slowdown, including the
recent significant slowdown in the new housing sector and overall economy;
and
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the
effects of governmental regulation on our
business.
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All
forward-looking statements attributable to us or any person acting on our behalf
are expressly qualified in their entirety by this cautionary
statement.