On March 16, 1999, Charter Investment borrowed $124.8 million in the form
of a bridge loan from Mr. Allen. This bridge loan was contributed by Mr. Allen
to Charter Investment in March 1999. No interest on the bridge loan was accrued
or paid by Charter Investment.
In July, 1999, Charter Holdco and Mr. Allen entered into a membership
interests purchase agreement pursuant to which Mr. Allen has committed to
purchase membership units of Charter Holdco for a total of $1.325 billion. Mr.
Allen will contribute $500 million on or before July 31, 1999, and $825 million
on or before September 1, 1999, in exchange for membership interests. In the
membership interests purchase agreement, we agreed to give Mr. Allen the right
to program up to eight digital channels in each of our cable systems at terms
not less favorable to us than Mr. Allen would agree upon with other cable
companies. The exact number of channels per system depends on the bandwidth of
that particular system.
MERGER WITH MARCUS. On April 23, 1998, Mr. Allen and an entity he
controlled 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 completed
the acquisition of all 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 Holdings.
On December 23, 1998, Mr. Allen acquired approximately 94% of the equity of
Charter Investment, Inc. for an aggregate purchase price of approximately $2.2
billion, excluding $2.0 billion in debt assumed. On February 9, 1999, CC
Holdings was formed as a wholly owned subsidiary of Charter Investment. On
February 10, 1999, Charter Operating was formed as a wholly owned subsidiary of
CC Holdings. All of Charter Investment's equity interests in its operating
subsidiaries were subsequently transferred to Charter Operating. On May 25,
1999, Charter Holdco was formed as a wholly owned subsidiary of Charter
Investment. All of Charter Investment's equity interests in CC Holdings were
transferred to Charter Holdco.
In March 1999, CC Holdings paid an affiliate of Mr. Allen $20 million 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 CC Holdings. CC
Holdings survived the merger, and the operating subsidiaries of Marcus Holdings
became subsidiaries of CC Holdings. Immediately following the merger, Mr. Allen
owned % of the equity interests in Charter Investment.
When CC Holdings and its subsidiary issued notes in a private placement,
this merger had not yet occurred. Consequently, Marcus Holdings was a party to
the indentures governing the notes as a guarantor of our obligations. CC
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 CC Holdings, secured by a pledge of the
equity interests in Marcus Cable as collateral. CC 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 CC 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