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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
Entire Document
 
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"Description of Certain Indebtedness" for a description of the material
restrictive covenants and other terms of the Bresnan indebtedness. The equity
portion of the purchase price will be membership units in Charter Communications
Holding Company, the total amount of which was calculated at the time the
agreements were executed to equal 6.14% of the total membership units in Charter
Communications Holding Company then outstanding. We calculated this percentage
interest based on a number of assumptions about Charter Communications Holding
Company and our pending acquisitions, including our debt, the value of our
pending acquisition targets and the enterprise value of Charter Communications
Holding Company. Accordingly, this percentage interest may change at or prior to
the closing of the Bresnan acquisition. The holders of the membership units may
exchange all or part of their units at any time for shares of our Class A common
stock.
    
 
   
     The membership units in Charter Communications Holding Company issued to
the Bresnan sellers will be exchangeable at any time for shares of Charter
Communications, Inc. Class A common stock on a one-for-one basis. While the
terms of the Bresnan acquisition documents include adjustment provisions similar
to those in the Falcon acquisition documents, provisions in Charter
Communications, Inc.'s certificate of incorporation and Charter Communications
Holding Company's operating agreement provide that the exchange ratio will
remain fixed at one-for-one. See "Description of Capital Stock and Membership
Units -- General" for further information.
    
 
   
     - Each of the sellers under the Bresnan acquisition agreement shall have
       the right, during the sixty day period beginning with the second
       anniversary of the closing of the Bresnan acquisition, to sell to Mr.
       Allen their common membership units in Charter Communications Holding
       Company or any securities into which these units are converted or for
       which these securities are exchanged. The per unit purchase price for
       these securities will equal the aggregate value of the common units
       issued to the Bresnan sellers at the closing as increased or decreased
       pursuant to post-closing adjustments, divided by the number of common
       units so issued, plus interest of 4.5% per annum accrued to date. The
       number of Charter Communications Holding Company membership units to be
       issued to the Bresnan sellers at the closing of the Bresnan acquisition
       will be determined according to a formula which values Charter
       Communications Holding Company at $27,173,760:
    
 
   
         (1) decreased by
    
 
   
              (a) its liabilities as of the closing of the Bresnan acquisition;
                  and
    
 
   
              (b) the estimated pro forma liabilities to be incurred in
                  connection with the Fanch, Falcon and Avalon acquisitions and
                  any other acquisition of cable systems subject to a definitive
                  agreement that has not closed as of the closing of the Bresnan
                  acquisition; and
    
 
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