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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
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customers are currently served by systems with at least 550 megahertz bandwidth
capacity. Following regulatory approvals, we anticipate that this transaction
will close during the last quarter of 1999. Either we or the sellers may
terminate the agreement if the acquisition is not completed on or prior to March
31, 2000.
     FALCON.   In May 1999, Charter Investment, Inc. entered into an agreement
to purchase partnership interests in Falcon Communications, L.P. from Falcon
Holding Group, L.P. and TCI Falcon Holdings, LLC, interests in a number of
Falcon entities held by Falcon Cable Trust and Falcon Holding Group, Inc.,
specified interests in Enstar Communications Corporation and Enstar Finance
Company, LLC held by Falcon Holding Group, L.P., and specified interests in
Adlink held by DHN Inc. Charter Investment, Inc. assigned its rights under the
Falcon purchase agreement to Charter Communications Holding Company.
     The purchase price for the transaction is approximately $3.6 billion,
consisting of cash, membership units in Charter Communications Holding Company
and $1.67 billion in assumed debt. We will not be required to repay the Falcon
credit facilities but we will be required to make an offer to repurchase the
Falcon debentures. In addition, the Falcon acquisition will constitute a default
under the Falcon subordinated notes, and a majority of lenders acting together
would be entitled to require us to repay the Falcon subordinated notes. We
intend to finance required repayments of Falcon debentures and notes with
additional debt financing that has not yet been arranged. We have obtained a
commitment from Goldman Sachs Credit Partners, L.P. to provide to Falcon bridge
loans of up to $750 million to finance these repayments until additional debt
financing can be arranged or if additional debt financing is unavailable. See
"Description of Certain Indebtedness" for a discussion of the material
restrictive covenants and other terms of the Falcon indebtedness, including the
Falcon bridge loan facility.
     Under the Falcon purchase agreement, Falcon Holding Group, L.P. has agreed
to contribute to Charter Communications Holding Company a portion of its
partnership interest in Falcon Communications, L.P. in exchange for membership
units in Charter Communications Holding Company on the following terms:
     - Falcon Holding Group, L.P. may select the amount of its equity in Falcon
       Communications, L.P. it will transfer in exchange for membership units,
       subject to minimum and maximum limits. Falcon Holding Group, L.P. can
       elect to apply any percentage of the value of its interest in Falcon
       Communications, L.P. but such percentage can not be below 45.3%. The
       value of Falcon Communications, L.P. used for this purpose increases if
       Falcon Communications, L.P.'s net assets increase and decreases if Falcon
       Communications, L.P.'s net assets decrease. Falcon Holding Group, L.P.'s
       right to transfer interests in Falcon Communications, L.P. is subject to
       a maximum amount of $550 million. We believe that if the Falcon
       acquisition closes at the time of this offering, the minimum amount that
       Falcon Holding Group, L.P. may receive in the form of membership units
       will be approximately $425 million.