In February 1999, Charter Holdings was formed as a wholly owned subsidiary
of Charter Investment, and Charter Operating was formed as a wholly owned
subsidiary of Charter Holdings. All of Charter Investment's direct interests in
the entities described above were transferred to Charter Operating. All of the
prior management agreements were terminated and a new management agreement was
entered into between Charter Investment and Charter Operating.
In May 1999, Charter Communications Holding Company was formed as a wholly
owned subsidiary of Charter Investment. All of Charter Investment's interests in
Charter Holdings were transferred to Charter Communications Holding Company.
Our acquisition by Mr. Allen became effective on December 23, 1998, through
a series of transactions in which Mr. Allen acquired approximately 94% of the
equity interests of Charter Investment for an aggregate purchase price of $2.2
billion, excluding $2.0 billion in debt we assumed. Charter Communications
Properties, the operating companies that formerly comprised CCA Group and
Charter Communications, LLC were contributed to Charter Operating subsequent to
Mr. Allen's acquisition. Charter Communications Properties is deemed to be our
predecessor. Consequently, the contribution of Charter Communications Properties
was accounted for as a reorganization under common control. Accordingly, the
accompanying financial statements for periods prior to December 24, 1998,
include the accounts of Charter Communications Properties. The contributions of
the operating companies that formerly comprised CCA Group and Charter
Communications, LLC were accounted for in accordance with purchase accounting.
Accordingly, the financial statements for periods after December 23, 1998,
include the accounts of Charter Communications Properties, CCA Group and
In April 1998, Mr. Allen acquired approximately 99% of the non-voting
economic interests in Marcus Cable, and agreed to acquire the remaining
interests. The owner of the remaining partnership interests retained voting
control of Marcus Cable. In October 1998, Marcus Cable entered into a management
consulting agreement with Charter Investment, pursuant to which Charter
Investment provided management and consulting services to Marcus Cable and its
subsidiaries which own the cable systems. This agreement placed the Marcus cable
systems under common management with our cable systems.
In February 1999, Marcus Holdings was formed and all of Mr. Allen's
interests in Marcus Cable were transferred to Marcus Holdings. In March 1999,
Mr. Allen acquired the remaining interests in Marcus Cable, including voting
control, which interests were transferred to Marcus Holdings. In April 1999, Mr.
Allen merged Marcus Holdings into us, and the operating subsidiaries of Marcus
Holdings and all of the cable systems they own came under the ownership of
Charter Holdings. For financial reporting purposes, our merger with Marcus
Holdings was accounted for as an acquisition of Marcus Holdings effective March
31, 1999, and accordingly, the results of operations of Marcus Holdings have
been included in our financial statements since that date.
In the second and third quarters of 1999, we acquired American Cable, the
Greater Media systems, Renaissance, Helicon, Vista and certain cable assets of
Cable Satellite of South Miami for a total purchase price of approximately $1.9
billion and total debt assumed of $226 million. See "Business -- Acquisitions"
and "Description of Certain