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SEC Filings

S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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     The sources of cash for the 1999 acquisitions and the Bresnan acquisition
are as follows (dollars in millions):
 

<TABLE>
    <S>                                                       <C>         <C>         <C>
    Current liabilities:
      Publicly held debt, at fair market value:
         9.375% senior subordinated notes -- Avalon.........  $  151.5
         11.875% senior discount notes -- Avalon............     127.4
         8.375% senior debentures -- Falcon.................     378.8
         9.285% senior discount debentures -- Falcon........     322.5
         8.0% senior notes -- Bresnan.......................     167.0
         9.25% senior discount notes -- Bresnan.............     194.3
      Expected credit facilities draw down of acquisitions:
         Bresnan............................................     635.0    $1,976.5
                                                              --------
    Long term liabilities:
      Credit facilities drawn down upon close of
         acquisitions:
         CC V -- Avalon.....................................     165.0
         CC VI -- Fanch.....................................     870.0
         CC VII -- Falcon...................................   1,012.8
      Expected credit facilities draw down -- Charter
         Operating..........................................     921.1     2,968.9    $ 4,945.4
                                                              --------    --------
    Funded or expected equity contributions:
         Mr. Allen equity contributions.....................     750.0
         Net proceeds from sale of Class B shares...........       1.0
         Net proceeds from sale of Class A shares...........   3,540.9
         Bresnan sellers' equity............................   1,000.0
         Falcon sellers' equity.............................     550.0                  5,841.9
                                                              --------                ---------
                                                                                      $10,787.3
                                                                                      =========
</TABLE>

 
     We expect to assume and amend the existing Bresnan credit facilities and
increase the borrowing availability thereunder. We expect to borrow
approximately $635.0 million under these credit facilities in connection with
the closing of the Bresnan acquisition. The $635.0 million represents $512.0
million in outstanding borrowings under the Bresnan credit facilities and $123.0
million in additional borrowings under these credit facilities that we
anticipate using to fund a portion of the Bresnan purchase price. In addition,
we expect that we will have to repurchase outstanding Bresnan notes at prices
equal to 101% of their principal amount, plus accrued and unpaid interest, or
their accreted value, as applicable, in connection with required change of
control offers for these notes. As of the anticipated closing date of the
Bresnan acquisition, the total amount of principal and accreted value of the
Bresnan notes will be $362.3 million. We intend to fund a portion of the
repurchase of the Bresnan notes with a portion of the net proceeds of the sale
of the original notes.
 
     We cannot assure you that we will be able to raise the financing necessary
to consummate the Bresnan acquisition. If we are unable to raise the financing
necessary to satisfy this obligation, we may be unable to close the Bresnan
acquisition. In any such case, the relevant sellers or creditors could initiate
legal proceedings against us, including under bankruptcy and reorganization
laws, for any damages they suffer as a result of our non-performance. Any such
action could trigger defaults under our other obligations, including our credit
facilities and debt instruments.
 
(h) Represents the elimination of deferred income tax assets and liabilities.
 
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