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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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     As of December 31, 1999, the total accreted value of the outstanding Avalon
11.875% notes was $124.8 million.
 
     THE AVALON 9.375% NOTES.  On December 10, 1998, CC New England, LLC,
formerly known as Avalon Cable of New England LLC, and CC V Finance Inc.,
formerly known as Avalon Cable Finance, Inc., jointly issued $150 million total
principal amount of 9.375% senior subordinated notes due December 1, 2008. On
July 22, 1999, the issuers exchanged $150 million of the Avalon 9.375% notes for
an equivalent amount of new Avalon 9.375% notes. The form and terms of the new
Avalon 9.375% notes are substantially the same as the form and terms of the
original Avalon 9.375% notes except that the new Avalon 9.375% notes are
registered under the Securities Act and do not bear a legend restricting the
transfer thereof.
 
     The Avalon 9.375% notes are guaranteed by the issuers' parent company, CC
Michigan, LLC, formerly known as Avalon Cable of Michigan, Inc.
 
     Interest on the Avalon 9.375% notes accrues at a rate of 9.375% per annum
from the date of issuance and is payable semiannually in arrears on June 1 and
December 1.
 
     On or after December 1, 2003, the issuers may redeem the Avalon 9.375%
notes in whole or in part at a specified premium. The optional redemption price
declines to 100% of the principal amount of the Avalon 9.375% notes redeemed,
plus accrued and unpaid interest, if any, for redemptions on or after December
1, 2006. Before December 1, 2001, the issuers may redeem up to 35% of the total
principal amount of the Avalon 9.375% notes at a redemption price equal to
109.375% of the principal amount thereof, plus accrued and unpaid interest, if
any, and liquidated damages, if any, with the net cash proceeds of a equity
investment and/or an equity offering. Following the redemption, at least 65% of
the total principal amount of the Avalon 9.375% notes must remain outstanding
after each redemption.
 
     Upon the occurrence of specified change of control events or the sale of
certain assets, holders of the Avalon 9.375% notes will have the opportunity to
sell their Avalon 9.375% notes to the issuers at 101% of their face amount, plus
accrued and unpaid interest and liquidated damages, if any, to the date of
purchase. Our acquisition of Avalon triggered this right. On December 3, 1999,
we commenced the Avalon change of control offer with respect to the Avalon
9.375% notes. Because the Avalon 9.375% notes are trading at or near the change
of control repurchase price, we expect these notes to be put to us. The Avalon
change of control offer will remain open until January 26, 2000. We intend to
finance the Avalon change of control offer with a portion of the proceeds of the
sale of the original notes.
 
     The Avalon 9.375% notes are general unsecured obligations of the issuers
and are subordinate in right of payment to all existing and future senior debt
of the issuers. The Avalon 9.375% notes rank equal in right of payment to any
senior subordinated debt of the issuers and rank senior in the right of payment
to all subordinated debt of the issuers.
 
     Among other restrictions, the indenture governing the Avalon 9.375% notes
limits the activities of the issuers and of their specified subsidiaries to:
 
     - incur additional debt;
 
     - pay dividends or make other restricted payments;
 
     - enter into transactions with affiliates;
 
     - engage in sale-leaseback transactions;
 
     - sell assets or subsidiary stock;
 
     - make certain investments;
 
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