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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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Depending on the level of seller interest, this rollover equity, if issued,
would be valued between approximately $25 million and $250 million. Because the
terms of this equity have not been finalized, and seller participation has not
been determined, we cannot be certain that any equity will be issued to the
Rifkin sellers or that the cash portion of the purchase price will be reduced
below $1.46 billion. It is also contemplated that these sellers will be granted
registration rights with respect to the shares of our Class A common stock
issued in exchange for membership units in Charter Holdco. These rights will
most likely include "piggy back" and two "demand" registration rights. The
demand registration rights would be exercisable with respect to shares of Class
A common stock with a minimum value to be determined and not until we are
eligible to file a registration statement on Form S-3 under the Securities Act
of 1933.
 
     Rifkin owns cable systems primarily in Florida, Georgia, Illinois, Indiana,
Tennessee, Virginia and West Virginia and serves approximately 463,000
customers. For the three months ended March 31, 1999, Rifkin had revenues of
approximately $50.9 million, EBITDA of approximately $19.2 million and cash
flows used in operating activities of approximately $0.6 million. For the year
ended December 31, 1998, Rifkin had revenues of approximately $124.4 million,
EBITDA of approximately $56.5 million and cash flows from operating activities
of approximately $40.4 million. As of March 31, 1999, there was $229.5 million
total principal and accrued interest outstanding under the Rifkin notes. At
year-end 1998, approximately 36% of Rifkin's customers were served by systems
with at least 550 megahertz bandwidth capacity. Following regulatory approvals,
we anticipate that this transaction will close during the third or fourth
quarter of 1999.
 
     AVALON.  In May 1999, we entered into an agreement to purchase directly and
indirectly, all of the equity interests of Avalon Cable LLC from Avalon Cable
Holdings LLC and Avalon Investors, L.L.C. for approximately $845 million in cash
and assumed debt. Avalon Cable operates primarily in Michigan and New England
and serves approximately 260,000 customers. For the three months ended March 31,
1999, Avalon Cable had revenues of approximately $24.6 million, EBITDA of
approximately $11.4 million and cash flows from operating activities of
approximately $10.6 million. For the year ended December 31, 1998, Avalon Cable
had revenues of approximately $18.2 million, EBITDA of approximately $1.0
million and cash flows from operating activities of approximately $7.3 million.
As of March 31, 1999, there was $150.7 million, $114.8 million and $177.4
million total principal outstanding under the Avalon 9 3/8% notes, the Avalon
11 7/8% notes and the Avalon credit facilities, respectively. At year-end 1998,
approximately 21% of Avalon Cable's customers were served by systems with at
least 550 megahertz bandwidth capacity. Following regulatory approvals, we
anticipate that the transaction will close during the fourth quarter of 1999.
 
     FANCH.  In May 1999, Charter Investment entered into an agreement to
purchase the partnership interests of Fanch Cablevision of Indiana, L.P.,
specified assets of Cooney Cable Associates of Ohio, Limited Partnership,
Fanch-JV2 Master Limited Partnership, Mark Twain Cablevision Limited
Partnership, Fanch-Narragansett CSI Limited Partnership, North Texas
Cablevision, Ltd., Post Cablevision of Texas, Limited Partnership and Spring
Green Communications, L.P. and the stock of Tioga Cable Company, Inc. and Cable
Systems, Inc. for a total combined purchase price of approximately $2.4 billion.
Charter Investment has assigned its rights under the purchase agreement to
Charter Holdco. The cable television systems to be acquired in this acquisition
are located in Colorado, Indiana, Kansas, Kentucky, Michigan, Mississippi, New
Mexico, Oklahoma, Texas and Wisconsin, and serve approximately 519,000
customers. For the three months ended March 31, 1999, the cable systems to be
acquired had revenues of approximately $48.9 million, EBITDA of approximately
$25.2 million and cash flows from operating activities of approximately ($1.8)
million. For the year ended December 31, 1998, the systems to be acquired had
revenues of approximately $141.1 million, EBITDA of approximately $67.4 million
and cash flows from operating activities of approximately $72.8 million. As of
March 31, 1999, there was $21.9 million total principal and interest outstanding
under the Fanch credit facilities. At year-end 1998, approximately half of these
systems' customers were
 
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