acquired additional voting common stock of Charter Investment, Inc. from Jerald
L. Kent, Howard L. Wood and Barry L. Babcock for an aggregate purchase price of
approximately $176.7 million.
On January 11, 1999, Charter Investment, Inc. borrowed $25 million in the
form of a bridge loan from Mr. Allen. This bridge loan was contributed by Mr.
Allen to Charter Investment, Inc. in March 1999. No interest on such bridge loan
was accrued or paid by Charter Investment, Inc.
On March 16, 1999, Charter Investment, Inc. borrowed approximately $124.8
million in the form of a bridge loan from Mr. Allen. This bridge loan was
contributed by Mr. Allen to Charter Investment, Inc. in March 1999. No interest
on such bridge loan was accrued or paid by Charter Investment, Inc.
The $431 million contribution was used to redeem stock of certain
shareholders in Charter Investment, Inc. The $1.3 billion and $223.5 million
contributions by Mr. Allen were used by Charter Investment, Inc. to purchase the
remaining interest in CCA Group and CharterComm Holdings. All other
contributions to Charter Investment, Inc. by Mr. Allen were used in operations
of Charter Investment, Inc. and were not contributed to Charter Holdings.
On August 10, 1999, Vulcan Cable III Inc. purchased 24.1 million membership
units for $500 million. On September 22, 1999, Mr. Allen, through Vulcan Cable
III Inc., contributed an additional $825 million, consisting of approximately
$644.3 million in cash and approximately $180.7 million in equity interests in
Rifkin that Vulcan Cable III Inc. had acquired in the Rifkin acquisition in
exchange for 39.8 million membership units.
As part of the membership interests purchase agreement, Vulcan Ventures
Incorporated and Charter Communications, Inc., Charter Investment, Inc. and
Charter Communications Holding Company entered into an agreement on September
21, 1999 regarding the right of Vulcan Ventures to use up to eight of our
digital cable channels. Specifically, we will provide Vulcan Ventures with
exclusive rights for carriage of up to eight digital cable television
programming services or channels on each of the digital cable television systems
with local control of the digital product now or hereafter owned, operated,
controlled or managed by us of 550 megahertz or more. If the system offers
digital services but has less than 550 megahertz of capacity, then the
programming services will be equitably reduced. The programming services will
consist of any designated by Vulcan Ventures. We agree that upon request of
Vulcan Ventures, we will attempt to reach a comprehensive programming agreement
pursuant to which we will pay the programmer, if possible, a fee per digital
subscriber. If such fee arrangement is not achieved, then we and the programmer
shall enter into a standard programming agreement. We believe that this
transaction is on terms at least as favorable to us as Mr. Allen would negotiate
with other cable operators.
During the second and third quarters of 1999, one of our subsidiaries sold
shared interests in several airplanes to Mr. Allen for approximately $8 million.
We believe that the purchase price paid by Mr. Allen for these interests was the
fair market price.