CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following sets forth certain transactions that we and our directors,
executive officers and affiliates are involved in. We believe that each of the
transactions described below was on terms no less favorable to us than could
have been obtained from independent third parties.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
MERGER WITH MARCUS
On April 23, 1998, Paul G. Allen acquired approximately 99% of the
non-voting economic interests in Marcus, and agreed to acquire the remaining
interests in Marcus Cable and assume voting control. The aggregate purchase
price was approximately $1.4 billion, excluding $1.8 billion in debt assumed. On
March 31, 1999, Mr. Allen did acquire such remaining interests and assumed
voting control of Marcus Cable. On February 22, 1999, Marcus Holdings was formed
and all of Mr. Allen's interests in Marcus Cable were transferred to Marcus
On December 23, 1998, Mr. Allen acquired approximately 94% of the equity of
Charter Communications, Inc. for an aggregate purchase price of approximately
$2.2 billion, excluding $2.0 billion in debt assumed. On February 9, 1999,
Charter Holdings was formed as a wholly owned subsidiary of Charter
Communications, Inc. On February 10, 1999, Charter Operating was formed as a
wholly owned subsidiary of Charter Holdings. All of Charter Communications,
Inc.'s equity interests in its operating subsidiaries were transferred to
Charter Operating. On May 25, 1999, Charter Communications Holding Company, LLC
was formed as a wholly owned subsidiary of Charter Communications, Inc. All of
Charter Communications, Inc.'s equity interests in Charter Holdings were
transferred to Charter Communications Holding Company, LLC.
In March 1999, we paid an affiliate of Mr. Allen $20,000,000 for
reimbursement of direct costs incurred in connection with his acquisition of
Marcus Cable. Such costs were principally comprised of financial, advisory,
legal and accounting fees.
On April 7, 1999, Mr. Allen merged Marcus Holdings into Charter Holdings.
Charter Holdings survived the merger, and the operating subsidiaries of Marcus
Holdings became subsidiaries of Charter Holdings.
At the time we issued the original notes, this merger had not yet occurred.
Consequently, Marcus Holdings was a party to the indentures governing the notes
as a guarantor of our obligations. Charter Holdings loaned some of the proceeds
from the sale of the original notes to Marcus Holdings, which amounts were used
to complete the cash tender offers for certain outstanding notes of subsidiaries
of Marcus Holdings. Marcus Holdings issued a promissory note in favor of Charter
Holdings, secured by a pledge of the equity interests in Marcus Cable as
collateral. Charter Holdings pledged this promissory note to the trustee under
the indentures as collateral for the equal and ratable benefit of the holders of
the notes. Upon the closing of the merger, and in accordance with the terms of
the notes and the indentures:
- the guarantee issued by Marcus Holdings was automatically terminated;
- the promissory note issued by Marcus Holdings was automatically
- the pledge in favor of Charter Holdings of the equity interests in Marcus
Cable as collateral under the promissory note and the pledge in favor of
the trustee of the promissory note as collateral for the notes were