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Citigroup
Global Markets Inc.
388
Greenwich St.
New
York,
New York 10013
November
16, 2005
Securities
and Exchange Commission
450
Fifth
Street, N.W.
Washington
DC 20549
Division
of Corporate Finance
Re:
Charter Communications, Inc., Registration Statement on Form S-1 (Reg. No.
333-128838)
Ladies
and Gentlemen:
We
are
writing in response to the Staff’s oral comment to the Registration Statement on
Form S-1, file no. 333-128838, filed by Charter Communications, Inc.
(“Charter”), where the Staff has requested Citigroup Global Markets Inc.
(“Citigroup”) to confirm with the Staff that it will follow the procedures
outlined in Charter’s correspondence with the Staff dated June 7, 2005. In
connection therewith, attached is a set of offering procedures by which the
offering would be conducted substantially identical to those procedures set
forth in the June 7, 2005 correspondence (the only changes are to reflect an
updated share number for this offering, revisions to Annex A requested by the
Staff in the prior offering, and minor changes discussed with the Staff to
reflect this submission by Citigroup).
This
letter has been executed by an authorized representative of Citigroup.
*****
Sincerely,
CITIGROUP
GLOBAL MARKETS INC.
By:
/s/ William
Ortner
William Ortner
Managing Director
Offering
of 122,830,000 shares of Class A Common Stock of
Charter
Communications, Inc.
(Registration
No. 333-128838)
Revised
Summary of Proposed Offering Procedures and Restrictions
I. Offerees.
A. Citigroup
Global Markets Inc. (“CITI”) will sell shares of Charter common stock registered
under the Registration Statement (the “SHARES”) to persons (the “EQUITY
INVESTORS”) that are not Prohibited Persons, A “PROHIBITED PERSON” is any person
that, as of the date of confirmation of a proposed sale under the Registration
Statement, has an open short position in Charter’s common stock.
B. Citi
will
implement the following procedures to monitor and prevent potential sales to
Prohibited Persons:
1. Prior
to
commencement of the offering, Citi will compile a list of known holders of
the
Convertible Notes (the “HOLDER LIST”). During the offering period, Citi will
confirm and update such Holder List by:
(a) inquiring
of its prime brokerage desk whether it holds any Convertible Notes in a customer
account; and
(b) inquiring
of its prime brokerage desk whether it holds any Convertible Notes outright
with
a corresponding swap to an investor. Any such swap counterparty will be
considered to be a holder for the purpose of the Holder List.
2. Prior
to
the commencement of the offering, Citi will inquire of each holder on the Holder
List whether it has an open short position in Charter’s common stock. To confirm
and update such inquiry during the offering period, Citi will inquire of its
prime brokerage and share lending desks whether any of them maintains a short
position in Charter common stock for the account of any holder on the Holder
List.
3. Prior
to
confirming any sale of Shares to an Equity Investor that is not known to be
a
Prohibited Person, including any holder on the Holder List that is not believed
to have an open short position, Citi will obtain from such Equity Investor
a
written acknowledgement in the form of Exhibit A, which will be a part of the
prospectus for the Charter common stock. Such Equity Investor must either (i)
execute and deliver by facsimile to Citi such acknowledgment or (ii) confirm
in
writing by email delivered to Citi that it has read and accepts such
acknowledgment.
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C. During
the offering of Shares, Citi will continue making a market in Charter common
stock. Citi will keep the Charter common stock market making account separate
from the equity syndicate used to sell the Shares in the registered offering.
In
addition, Citi will impose an information barrier between equity capital markets
and traders in the market making account.
D. Citi
will
be prohibited from facilitating sales of Shares by Equity Investors in the
registered offering to Prohibited Persons. In particular, Citi will not arrange
for Equity Investors to sell Charter common stock to Prohibited Persons nor
will
it assist Equity Investors in identifying Prohibited Persons.
II. Communications
with holders of Convertible Notes.
A. On
or
prior to the commencement of the offering of Shares, Citi will inform those
parties that it knows to be holders of Convertible Notes that, for regulatory
reasons, Citi will not sell any Shares to Prohibited Persons. Citi will further
inform Convertible Note holders that Citi will instead offer and sell Shares
to
Equity Investors and those Shares will trade freely in the market.
B. Citi
will
be prohibited from facilitating purchases of Charter common stock by Prohibited
Persons from Equity Investors. In particular, Citi will not arrange for
Prohibited Persons to buy Charter common stock from Equity Investors, nor will
it assist Prohibited Persons in identifying Equity Investors.
III. The
Offering Process.
A. The
S-1
has been amended as necessary to reflect an offering under Rule 430A of
122,830,000 shares of Charter common stock and the restrictions on sales to
Prohibited Persons.
B. Citi
will
attempt to sell all of the 122,830,000 shares offered under the prospectus.
If
less than 122,838,000 shares of Charter common stock are sold in the offering,
Citi has been advised that Charter will downsize the offering by appropriate
means, and expects to require Charter to file additional Registration Statements
for future offerings of the unsold shares.
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Exhibit
A
Form
of
Investor Acknowledgment
The
undersigned acknowledges and agrees that the shares of Charter’s Class A common
stock offered pursuant to this prospectus are not being offered to, and may
not
be purchased by, any person who has an open short position in Charter’s Class A
Common Stock.
Each
purchaser of Charter’s Class A Common Stock hereby represents and agrees that,
prior to purchasing any such shares:
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·
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it
does not have an open short position in Charter’s Class A Common Stock;
and
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·
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it
is not purchasing the shares on behalf of, or for the account of,
any
person described in the first bullet above, and has no arrangement
or
understanding to resell, lend or otherwise transfer (directly or
indirectly) the shares to any such
person.
|
For
purposes of the foregoing, an “open short position” means any contractual or
other arrangement whereby a holder is economically “short” Class A common stock,
including any so-called “synthetic short position.”
Each
purchaser of Charter’s Class A Common Stock in this offering must execute and
deliver this Investor Acknowledgment to Citigroup by facsimile to (646)
843-3922.
Purchaser
of Class A Common Shares
By:
Name:
Title:
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