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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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systems valued at $331.8 million and a commitment to transfer an additional
cable system valued at $88.2 million. We will have to pay $88.2 million to
InterMedia if we do not obtain timely regulatory approvals for our transfer to
InterMedia of the Indiana cable system and we are unable to transfer replacement
systems.
 
     In addition to these acquisitions, since the beginning of 1999, Charter
Communications Holding Company acquired the Fanch, Falcon and Avalon cable
systems and entered into a definitive agreement to acquire the Bresnan cable
systems. The total purchase price for the Fanch, Falcon and Avalon acquisitions
was $6.7 billion, including $1.9 billion of assumed debt. The cash portion of
the Fanch, Falcon and Avalon purchase prices were paid with the net proceeds of
the initial public offering of the common stock of Charter Communications, Inc.,
an equity contribution to Charter Communications Holding Company by Mr. Allen
through Vulcan Cable III Inc. and borrowings under credit facilities. On January
1, 2000 Charter Communications Holding Company transferred the Fanch, Falcon and
Avalon cable systems to us and we became the indirect owner of these systems.
 
     In August 1999, Vulcan Cable III Inc. contributed to Charter Communications
Holding Company $500 million in cash and, in September 1999, an additional $825
million, of which approximately $644.3 million was in cash and approximately
$180.7 million was in the form of equity interests acquired by Vulcan Cable III
Inc. in connection with this Rifkin acquisition. Charter Communications Holding
Company in turn contributed the cash and equity interests to Charter Holdings.
In November 1999, in connection with Charter Communications, Inc.'s initial
public offering, Vulcan Cable III contributed to Charter Communications Holding
Company $750 million in cash. In connection with the Rifkin and Falcon
acquisitions, Charter Communications Holding Company issued equity interests
totaling approximately $683.3 million and a subsidiary of Charter Holdings
issued preferred equity interests totaling $25 million to the sellers.
 
     We expect that the Bresnan purchase price will be paid with a portion of
the net proceeds of Charter Communications, Inc.'s initial public offering, $1.0
billion of equity of Charter Communications Holding Company issued to specified
sellers in the acquisition, assumed debt, comprised of the existing Bresnan
credit facilities and publicly held notes, and borrowings under credit
facilities. We cannot assure you that the Bresnan acquisition will be completed.
Assuming the Bresnan acquisition and transfer are completed, Charter Holdings
will then be the indirect owner of the Bresnan cable systems.
 
     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.
 
     On December 1, 1999, Charter Communications, Inc. and AT&T entered into a
non-binding letter of intent to exchange certain of our cable systems for
certain cable systems owned by AT&T. As part of this transaction, we will be
required to pay to AT&T approximately $108.0 million in cash.
 
     We cannot assure you that we will be able to raise the financing necessary
to satisfy the obligations described above. If we are unable to raise the
financing necessary to satisfy any or all of these obligations, we could be in
default under one or more other obligations.
 
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