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SEC Filings

S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
Entire Document
 
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     - incur liens;
 
     - make acquisitions;
 
     - make investments or asset sales; or
 
     - enter into transactions with affiliates.
 
     The Bresnan credit facilities contain a change of control provision, making
it an event of default, and permitting acceleration of the debt, in the event of
any of the following:
 
     - TCI Communications, including its affiliates, fails to own at least 25%
       of the membership interests of Bresnan Telecommunications Company;
 
     - entities affiliated with the Blackstone Funds fail to own at least 20% of
       the membership interest in Bresnan Telecommunications Company prior to
       January 29, 2002; or
 
     - after January 29, 2002, if the entities affiliated with the Blackstone
       Funds fail to own at least 20% of the membership interests in Bresnan
       Telecommunications Company, any party(other than Bresnan Communications,
       Inc. or its affiliates), owns a greater percentage interest in Bresnan
       Telecommunications Company than the percentage interest held by TCI
       Communications and its affiliates.
 
     The foregoing provisions, among others, will require material amendments
to, or a refinancing of, the Bresnan credit facilities upon the Bresnan
acquisition.
 
     As of December 31, 1999, there was $534.2 million total principal amount
outstanding under the Bresnan credit facilities.
 
EXISTING PUBLIC DEBT
 
     THE MARCH 1999 CHARTER HOLDINGS NOTES.  The March 1999 Charter Holdings
notes were issued under three separate indentures, each dated as of March 17,
1999, among Charter Holdings and Charter Capital, as the issuers, and Harris
Trust and Savings Bank, as trustee. Charter Holdings and Charter Capital
recently exchanged these notes for new March 1999 Charter Holdings notes with
substantially similar terms, except that the new March 1999 Charter Holdings
notes are registered under the Securities Act and, therefore, do not bear
legends restricting their transfer.
 
     The March 1999 Charter Holdings notes are general unsecured obligations of
the issuers. The March 1999 8.250% Charter Holdings notes mature on April 1,
2007 and as of November 30, 1999, there was $600.0 million in total principal
amount outstanding. The March 1999 8.625% Charter Holdings notes mature on April
1, 2009 and as of November 30, 1999, there was $1.5 billion in total principal
amount outstanding. The March 1999 9.920% Charter Holdings notes mature on April
1, 2011 and as of November 30, 1999, the total accreted value was $969.4
million. Cash interest on the March 1999 9.920% Charter Holdings notes will not
accrue prior to April 1, 2004.
 
     The March 1999 Charter Holdings notes are senior debts of Charter Holdings
and Charter Capital. They rank equally with the current and future unsecured and
unsubordinated debt of Charter Holdings, including the notes.
 
     The issuers will not have the right to redeem the March 1999 8.250% Charter
Holdings notes prior to their maturity date on April 1, 2007. Before April 1,
2002, the issuers may redeem up to 35% of each of the March 1999 8.625% Charter
Holdings notes and the March 1999 9.920% Charter Holdings notes, in each case,
at a premium with the proceeds of certain offerings of equity securities. In
addition, on or after April 1, 2004, the issuers may redeem some or all of the
March 1999 8.625% Charter Holdings notes and the March 1999 9.920% Charter
Holdings notes at any time, in each case, at a premium. The optional redemption
price declines to 100% of the principal amount of
 
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