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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 08/27/1999
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<TABLE>
<CAPTION>
            SOURCES:
            --------
<S>                               <C>
Proceeds from issuance of notes:
  8.250% notes..................  $  598
  8.625% notes..................   1,495
  9.920% notes..................     906
Borrowings under our credit
  facilities:
  Tranche A.....................   1,000
  Tranche B.....................   1,850
  Revolver......................     602
Renaissance debt................      84
Helicon preferred limited
  liability company interests...      25
Vulcan Cable III committed
  equity contribution...........   1,325
                                  ------
                                  $7,885
                                  ======
</TABLE>

    
 
   

<TABLE>
<CAPTION>
             USES:
             -----
(DOLLARS IN MILLIONS)
<S>                               <C>
Tender offers to retire:
  14.00% senior discount notes
     issued by Charter Southeast
     Holdings...................  $  141
  11.25% senior notes issued by
     Charter Southeast..........     141
  13.50% senior subordinated
     discount notes issued by
     Marcus Cable Operating
     Company....................     432
  14.25% senior discount notes
     used by Marcus Cable.......     291
Refinance previous credit
  facilities....................   2,521
Payments for pending
  acquisitions..................   4,234
Fees and expenses associated
  with issuance of notes........     125
                                  ------
                                  $7,885
                                  ======
</TABLE>

    
 
   
     Prior to our acquisition by Paul G. Allen, we have received minimal equity
contributions. In order to fund a portion of the pending acquisitions, Vulcan
Cable III contributed $500 million on August 10, 1999 to Charter Communications
Holding Company and has committed to contribute $825 million of additional
equity, which will be in the form of cash and certain equity interests to be
acquired in connection with the Rifkin acquisition, to Charter Communications
Holding Company. Charter Communications Holding Company has committed to
contribute this $1.325 billion to us.
    
 
CERTAIN TRENDS AND UNCERTAINTIES
 
   
     SUBSTANTIAL LEVERAGE.  As of June 30, 1999, pro forma for our pending
acquisitions and recent acquisitions completed since that date, our total debt
was approximately $6.7 billion, our total member's equity was approximately $4.5
billion, and the deficiency of our earnings available to cover fixed charges was
approximately $375 million. We anticipate incurring substantial additional debt
in the future to fund the expansion, maintenance and the upgrade of our systems.
    
 
     Our ability to make payments on our debt, including the notes, and to fund
our planned capital expenditures for upgrading our cable systems will depend on
our ability to generate cash and secure financing in the future. This, to a
certain extent, is subject to general economic, financial, competitive,
legislative, regulatory and other factors that are beyond our control. Based
upon the current levels of operations, we believe that cash flow from operations
and available cash, together with available borrowings under our credit
facilities, will be adequate to meet our liquidity and capital needs for at
least the next several years. However, there can be no assurance our business
will generate sufficient cash flow from operations, or that future borrowings
will be available to us under our credit facilities or from other sources of
financing in an amount sufficient to enable us to repay our debt, to grow our
business or to fund our other liquidity and capital needs.
 
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