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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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outstanding, $48.8 million were repurchased. As of September 30, 1999, the
accreted value of the Renaissance 10% notes was approximately $82.4 million.
 
     HELICON NOTES.  We acquired Helicon in July 1999. As of September 30, 1999,
Helicon had outstanding $115.0 million in principal amount of 11% senior secured
notes due 2003. On November 1, 1999, we redeemed all of the Helicon 11% notes at
a purchase price equal to 103% of their principal amount, plus accrued interest,
for $124.8 million.
 
     RIFKIN NOTES.  We acquired Rifkin in September 1999. As of September 30,
1999, Rifkin had outstanding $125.0 million in principal amount of 11.125%
senior subordinated notes due 2006. In September 1999, we commenced an offer to
purchase any and all of the outstanding Rifkin notes, together with a $3.0
million promissory note payable, for cash at a premium over the principal
amounts. Notes with a total outstanding principal amount of $124.1 million were
repurchased for a total of $140.6 million, including a consent fee of $30 per
$1,000 to the holders who delivered timely consents to amend the indenture
governing those notes to eliminate substantially all of the restrictive
covenants. We repurchased the promissory note for $3.4 million.
 
     FALCON DEBENTURES.  Falcon has outstanding publicly held debt comprised of
8.375% senior debentures due 2010 and 9.285% senior discount debentures due
2010. As of September 30, 1999, $375.0 million total principal amount of the
Falcon 8.375% debentures were outstanding and the accreted value of the Falcon
9.285% debentures was approximately $315.7 million. In November 1999, we paid
off all of Falcon's 11.56% subordinated notes due 2001 for a total of $15.0
million. Interest on the Falcon 8.375% debentures is payable semi-annually on
April 15 and October 15 of each year. No interest on the Falcon 9.285%
debentures will be payable prior to April 15, 2003. From and after April 15,
2003, the issuers of the Falcon 9.285% debentures may elect to commence accrual
of cash interest payment on any date, and the interest will be payable semi-
annually in cash on each April 15 and October 15 thereafter.
 
     On December 10, 1999, we commenced change of control offers to repurchase
the Falcon debentures at purchase prices of 101% of principal amount, plus
unpaid and accrued interest, or accreted value, as applicable. Because the
Falcon debentures are trading at or near the change of control repurchase
prices, we expect that the Falcon debentures will be put to us. The Falcon
change of control offers will remain open until February 3, 2000. We intend to
finance the Falcon change of control offers with a portion of the net proceeds
of the sale of the original notes.
 
     FALCON CREDIT FACILITIES.  In connection with the Falcon acquisition, we
amended and restated the existing Falcon credit facilities to provide for
available borrowing capacity of $1.25 billion. In November 1999, Charter
Communications Holding Company loaned $173.0 million of the net proceeds of
Charter Communications, Inc.'s initial public offering to the borrower under the
Falcon credit facilities, Falcon Cable Communications, LLC. The funds were used
by Falcon Cable Communications to pay down a portion of the debt under the
Falcon credit facilities. As of November 30, 1999, $846.8 million was
outstanding and $405.2 million was available for borrowing under the Falcon
credit facilities. In connection with the funding of the Bresnan acquisition, we
expect that Falcon Cable Communications will repay the 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.
 
     AVALON NOTES.  Avalon has 11.875% senior discount notes due 2008 and 9.375%
senior subordinated notes due 2008. As of September 30, 1999, the accreted value
of the Avalon 11.875% notes was $121.6 and $150.0 million in principal of the
Avalon 9.375% notes remained outstanding. Before December 1, 2003, there will be
no payments of cash interest on the Avalon 11.875% notes. After December 1,
2003, cash interest on the Avalon 11.875% notes will be payable semi-annually on
 
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