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SEC Filings

424B3
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form 424B3 on 09/01/1999
Entire Document
 
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                                USE OF PROCEEDS
 
     This exchange offer is intended to satisfy certain of our obligations under
the exchange and registration rights agreements entered into in connection with
the offering of the original notes. We will not receive any proceeds from the
exchange offer. In consideration for issuing the new notes, we will receive
original notes with the same original principal amount at maturity. The form and
terms of the original notes are the same as the form and terms of the new notes,
except as otherwise described in this prospectus. The original notes surrendered
in exchange for new notes will be retired and canceled and cannot be reissued.
Accordingly, the issuance of the new notes will not result in any increase in
our outstanding debt.
 
     We received proceeds totaling approximately $2.99 billion from the private
placement of the original notes. Some of these proceeds were used to complete
cash tender offers for certain then-outstanding notes of our subsidiaries. Some
of these proceeds were also used to pay off a portion of our previous credit
facilities, and to fund working capital, capital expenditures and recent
acquisitions.
 
     The break-down of the uses of these proceeds are as follows (in billions):
 

<TABLE>
<S>                                                           <C>
Tender offers:
  CharterComm Holdings, LLC (a)
     14.00% senior secured discount debentures due 2007.....  $0.14
     11.25% senior notes due 2006...........................   0.14
  Marcus Cable (b)
     13.50% senior subordinated guaranteed discount notes
      due 2004..............................................   0.43
     14.25% senior discount notes due 2005..................   0.30
Previous credit facilities:
  Charter Communications Properties, LLC credit agreement
     (c)....................................................   0.07
  CharterComm Holdings credit agreements (d)................   0.16
  CCA Group credit agreements (e)...........................   0.27
  Marcus Cable credit agreement (f).........................   0.83
Cash used to fund working capital, capital expenditures and
  recent acquisitions.......................................   0.53
Discounts and commissions...................................   0.07
Expenses....................................................   0.05
                                                              -----
Total.......................................................  $2.99
                                                              =====
</TABLE>

 
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(a) As of December 31, 1998, the effective interest rate of the 14.00% senior
    secured discount debentures, which mature March 2007, was 10.7%, and the
    effective interest rate of the 11.25% senior notes, which mature March 2006,
    was 9.6%.
 
(b) As of December 31, 1998, the effective interest rate of the 13.50% senior
    subordinated guaranteed discount notes, which mature August 2004, was 10.0%,
    and the effective interest rate of the 14.25% senior discount notes, which
    mature December 2005, was 14.1%.
 
(c) As of December 31, 1998, the variable interest rates of the Charter
    Communications Properties credit agreement, with maturity dates ranging from
    March 2000 through June 2007, ranged from 7.44% to 8.19%. Included in the
    $70 million repayment is $30 million of borrowings, incurred in March 1998,
    to finance part of the Sonic acquisition.
 
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