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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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Charter Holdings notes were exchanged for new notes. As of September 30, 1999,
$2.1 billion was outstanding under the March 1999 8.250% Charter Holding notes
and 8.625% Charter Holdings notes, and the accreted value of the March 1999
9.920% Charter Holdings notes was $954.1 million.
 
     Concurrently with the issuance of the March 1999 Charter Holdings notes, we
refinanced substantially all of our previous credit facilities and Marcus Cable
Operating Company, L.L.C.'s credit facilities with new credit facilities entered
into by Charter Operating. In February and March 1999, we commenced cash tender
offers to purchase the 14% senior discount notes issued by Charter
Communications Southeast Holdings, LLC, the 11.25% senior notes issued by
Charter Communications Southeast, LLC, the 13.50% senior subordinated discount
notes issued by Marcus Cable Operating Company, L.L.C., and the 14.25% senior
discount notes issued by Marcus Cable. All such notes, except for $1.1 million
in principal amount, were paid off for an aggregate amount of $1.0 billion. The
remaining $1.1 million of such notes were repaid in September 1999.
 
     CHARTER OPERATING CREDIT FACILITIES.  Charter Operating's credit facilities
provide for two term facilities, Term A with a principal amount of $1.0 billion
that matures September 2007 and Term B with a principal amount of $1.85 billion
that matures on March 2008. The Charter Operating credit facilities also provide
for a $1.25 billion revolving credit facility with a maturity date of September
2007. As of September 30, 1999, approximately $2.85 billion was outstanding and
$1.25 billion was available for borrowing under the Charter Operating credit
facilities. In addition, an uncommitted incremental term facility of up to $500
million with terms similar to the terms of these credit facilities is permitted
under such credit facilities, but will be conditioned on receipt of additional
new commitments from existing and new lenders. We borrowed $520 million under
the revolving credit facility on October 1, 1999 to complete the acquisition of
the InterMedia systems. In addition, we borrowed approximately $269 million in
the aggregate under the revolving credit facility to retire the Rifkin notes and
the Helicon notes during October 1999 and November 1999, respectively.
 
     In November 1999, Charter Communications Holding Company loaned $856.0
million of the net proceeds of Charter Communications, Inc.'s initial public
offering to Charter Operating. The funds were used by Charter Operating to pay
down amounts outstanding under the Charter Operating credit facilities. As of
December 31, 1999, approximately $2.91 billion was outstanding and approximately
$1.19 billion was available for borrowing under the Charter Operating credit
facilities. In connection with the funding of the Bresnan acquisition, we expect
that Charter Operating will repay this loan to Charter Communications Holding
Company which will use the funds so received to pay a portion of the purchase
price for the Bresnan acquisition. We anticipate that Charter Communications
Holding Company will subsequently transfer the Bresnan cable systems to Charter
Holdings.
 
     Amounts under the Charter Operating credit facilities bear interest at a
base rate or a eurodollar rate, plus a margin up to 2.75%. A quarterly
commitment fee of between 0.25% and 0.375% per annum is payable on the
unborrowed balance of Term A and the revolving credit facility. The weighted
average interest rate for outstanding debt on September 30, 1999 was 7.52%.
Furthermore, Charter Operating has entered into interest rate protection
agreements to reduce the impact of changes in interest rates on the debt
outstanding under its credit facilities. See "-- Interest Rate Risk."
 
     RENAISSANCE NOTES.  We acquired Renaissance in April 1999. The Renaissance
10% senior discount notes due 2008 had $163.2 million principal amount at
maturity outstanding and $100.0 million accreted value upon issuance. The
Renaissance 10% notes do not require the payment of interest until April 15,
2003. From and after April 15, 2003, the Renaissance 10% notes bear interest,
payable semi-annually in cash, on April 15 and October 15, commencing on October
15, 2003. The Renaissance 10% notes are due on April 15, 2008. Due to the change
of control of Renaissance, an offer to purchase the Renaissance 10% notes was
made at 101% of their accreted value, plus accrued and unpaid interest, on June
28, 1999. Of the $163.2 million face amount of Renaissance 10% notes
 
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