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SEC Filings

S-1
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1 on 07/28/1999
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OTHER SENIOR CREDIT FACILITIES
 
     In connection with its acquisitions of Bresnan, Fanch and Avalon, Charter
Holdco will assume or refinance the existing credit facilities of those
companies. In the event it assumes such credit facilities, it will attempt, as
it has succeeded with respect to Falcon, to renegotiate the terms of such
indebtedness on terms substantially similar or identical to the terms of the
senior credit facilities for Charter Operating. In the event it is unable to do
so, it will assume such indebtedness on its existing terms, if permitted, or
refinance such indebtedness. However, there can be no assurances that Charter
Holdco will be successful in its effort to assume and renegotiate, or to
refinance, any of such existing senior indebtedness.
 
     BRESNAN.  Bresnan's existing credit facilities, under a loan agreement
dated February 2, 1999, include a revolving loan facility in the amount of $150
million maturing June 30, 2007, a term loan A facility, in the amount of $328
million, maturing June 30, 2007, and a term loan B facility in the amount of
$172 million, maturing February 2, 2008. These facilities are secured in similar
fashion to Charter Operating, by guaranties from subsidiaries and pledges of
ownership interests and inter-company indebtedness, but not by other real or
personal property. Also similar to Charter Operating, interest rates and fees
are based on a pricing grid depending upon Bresnan's leverage ratio.
 
     AVALON.  Avalon's existing credit facilities, under a loan agreement dated
November 5, 1998, include a revolving loan facility, maturing October 31, 2005,
a term loan A facility, maturing on October 31, 2005, and a term loan B
facility, with a total commitment of approximately $195 million, maturing
October 31, 2006. Unlike Charter Operating, Bresnan, Fanch and Falcon, these
facilities are secured by all assets of the Avalon borrower and its
subsidiaries, real and personal, including ownership interests and inter-company
indebtedness. Similar to Charter Operating, interest rates and fees on the
Avalon credit facilities are based on a pricing grid depending upon Avalon's
leverage ratio.
 
EXISTING PUBLIC DEBT
 
THE CC HOLDINGS NOTES.  The original CC Holdings notes and the new CC Holdings
notes were issued under three separate indentures, each dated as of March 17,
1999, among CC Holdings and Charter Communications Holdings Capital Corporation,
as the issuers, Marcus Cable Holdings, LLC, as guarantor and Harris Trust and
Savings Bank, as trustee. The form and terms of the new CC Holdings notes are
the same in all material respects to the form and terms of the original CC
Holdings notes, except that the new CC Holdings notes have been registered under
the Securities Act of 1933 and, therefore, will not bear legends restricting the
transfer thereof. The original CC Holdings notes have not been registered under
the Securities Act of 1933 and are subject to certain transfer restrictions. At
the time of the sale of the original CC Holdings notes, Marcus Holdings
guaranteed the CC Holdings notes and issued a promissory note to CC Holdings for
certain amounts loaned by CC Holdings to subsidiaries of Marcus Holdings. At the
time of the merger of CC Holdings with Marcus Holdings, both the guarantee and
the promissory note automatically became ineffective under the terms of the CC
Holdings indentures. Consequently, all references in the CC Holdings indentures
and the CC Holdings notes to the guarantor, the guarantee or the promissory
note, and all related matters, such as the pledges of any collateral, became
inapplicable. The CC Holdings notes are general unsecured obligations of the
issuers. The 8.250% CC Holdings notes mature on April 1, 2007 and there is $600
million in total principal amount currently outstanding. The 8.625% CC Holdings
notes will mature on April 1, 2009 and there is $1.5 billion in total principal
amount currently outstanding. The 9.920% CC Holdings discount notes mature on
April 1, 2011 and there is $1.475 billion in total principal amount currently
outstanding. Net proceeds from the sale of senior discount notes were $905.6
million. Cash interest on the 9.920% CC Holdings notes will not accrue prior to
April 1, 2004.
 
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