Print Page  Close Window

SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
Entire Document
<PAGE>   125
     If we fail to comply with these provisions or they are changed, the
exchange ratio may vary from one to one and will then be based on a
pre-determined formula contained in the Falcon exchange agreement. See
"Description of Capital Stock and Membership Units" for further information.
     The holders of the membership units issued in the Falcon acquisition have
the right to require Mr. Allen or his designee to purchase these membership
units or shares of Class A common stock of Charter Communications, Inc. issued
in exchange for these membership units. The purchase price per unit or share is
equal to the aggregate amount of the purchase price of the Falcon acquisition
paid in membership units divided by the aggregate number of membership units
issued to Falcon Holdings, plus interest of 4.5% per annum. Based on the
assumptions described under "Unaudited Pro Forma Financial Statements", this
purchase price will initially equal $26.24 per unit or share. These rights
terminate upon the second anniversary of the closing of the acquisition, or
earlier in specified circumstances.
     The Falcon cable systems to be acquired are located in California and the
Pacific Northwest, Missouri, North Carolina, Alabama and Georgia and serve
approximately 1,008,000 customers. For the six months ended June 30, 1999, the
cable systems to be acquired had revenues of approximately $212.2 million. For
the year ended December 31, 1998, the cable systems to be acquired had revenues
of approximately $307.6 million. As of June 30, 1999, $375.0 million total
principal amount of Falcon senior debentures and $15.0 million total principal
amount of Falcon subordinated notes were outstanding and the accreted value of
the Falcon senior discount debentures was $308.7 million. In addition, $967.0
million was outstanding under the Falcon credit facilities. Approximately 7% of
the customers of the systems to be acquired are currently served by systems with
at least 550 megahertz bandwidth capacity. Following regulatory approvals, we
anticipate that the transaction will close during the fourth quarter of 1999.
Either we or the sellers may terminate the agreement if the acquisition is not
completed on or prior to November 30, 2000. In connection with the Falcon
acquisition, Marc Nathanson will become a director of Charter Communications,
     BRESNAN. In June 1999, Charter Communications Holding Company entered into
an agreement to purchase Bresnan Communications Company Limited Partnership for
a total purchase price of approximately $3.1 billion. Of this amount, $1.3
billion is in cash and $1.0 billion is in the form of equity in Charter
Communications Holding Company. We also agreed to assume debt in the amount of
approximately $852 million as of June 30, 1999, consisting of credit facilities
borrowings and publicly held notes. We will need to raise approximately $1.72
billion by borrowing under credit facilities at Bresnan that have not yet been
arranged and/or by issuing debt or equity securities of Charter Communications,
Inc. or Charter Communications Holding Company to fund:
     - approximately $0.87 billion of the Bresnan purchase price;
     - approximately $0.50 billion in outstanding Bresnan credit facilities
       borrowings that we would have to repay if we are unable to assume and
       amend the existing Bresnan credit facilities; and