Upon the exchange by the Rifkin sellers of any or all of their preferred
membership units for shares of Class A common stock, Mr. Allen and the
exchanging holders will enter into one of the following agreements:
- If no more than $13.5 million of the preferred membership units issued to
the Rifkin sellers remains outstanding at the closing of this offering,
Mr. Allen will grant the exchanging holders the right to put their shares
of Class A common stock to him at a price equal to the public offering
price plus interest at a rate of 4.5% per year. This put right terminates
on the second anniversary of this offering, or earlier in specified
- In all other instances, Mr. Allen will grant the exchanging holders the
right to put their Class A common stock to Mr. Allen for a price equal to
the prior day's closing price. This put right terminates thirty days
after the Class A common stock is free from the lockup restrictions, or
earlier in specified circumstances.
The debt assumed in the Rifkin acquisition consisted of the publicly held
Rifkin notes and one individually held promissory note. In September 1999, we
commenced an offer to repurchase the Rifkin notes at a premium over their
principal amount, plus accrued interest. In connection with this offer to
repurchase the Rifkin notes, we obtained consents to amend the related indenture
and offered to pay any holder of notes that consented and tendered on or prior
to October 1, 1999 an additional $30 for each $1,000 principal amount of notes
tendered. We repurchased Rifkin notes with a total outstanding principal amount
of $124.1 million for an aggregate purchase price of $140.6 million. In
addition, we repurchased the individually held promissory note for $3.4 million.
See "Description of Certain Indebtedness" for a description of the material
restrictive covenants and other terms of the $900,000 total principal amount of
Rifkin notes that remain outstanding.
Rifkin owns cable systems primarily in Florida, Georgia, Illinois, Indiana,
Tennessee, Virginia and West Virginia, serving approximately 461,000 customers.
For the six months ended June 30, 1999, Rifkin had revenues of approximately
$105.6 million. For the year ended December 31, 1998, Rifkin had revenues of
approximately $124.4 million. Approximately 30% of the Rifkin systems' customers
are currently served by systems with at least 550 megahertz bandwidth capacity.
INTERMEDIA SYSTEMS. In October 1999, Charter Communications, LLC
purchased certain cable systems of InterMedia Capital Partners IV, L.P.,
InterMedia Partners and their affiliates in exchange for approximately $904
million in cash and certain of our cable systems. The InterMedia systems serve
approximately 412,000 customers in North Carolina, South Carolina, Georgia and
Tennessee. As part of this transaction, we agreed to "swap" some of our
non-strategic cable systems serving approximately 144,000 customers located in
Indiana, Montana, Utah and northern Kentucky.
At the closing, we retained a cable system located in Indiana serving
approximately 30,000 customers for which we were unable to obtain the necessary
regulatory approval. We agreed to retain ownership and bear the risk of loss
associated with this system until