classified these obligations as short-term debt because these obligations
could be put to us as unsecured creditor claims.
(c) The Falcon bridge loan facility has an average variable interest rate of
10.04% per year, with total borrowing capacity of $750 million. Proceeds
will be used to repurchase the Falcon notes and debentures that are put to
us under applicable change of control provisions.
(d) Pending acquisitions payable represents a portion of the purchase prices of
the pending acquisitions to be funded by the proceeds of the offering.
(e) Credit facilities consist of $169.0 million of bank debt at Avalon and
$875.0 million of bank debt at Fanch.
(f) Pro forma as adjusted represents $1.7 billion of additional debt that we
expect to raise prior to the closing of the Bresnan acquisition to fund a
portion of the purchase price of this acquisition.
(g) Pro forma as adjusted represents our $5.3 billion estimated shortfall. This
shortfall could further increase by $0.1 billion if we were required to pay
InterMedia such amount for a cable system that we did not transfer in our
swap with InterMedia because the necessary regulatory approvals were still
If we are unable to arrange additional financing to fund the amounts
described in this note (g) and in notes (a), (b), (c), (e) and (f) above,
we may be unable to close our pending acquisitions and could be in default
under one or more other obligations. If we are so in default, the relevant
sellers or creditors could initiate legal proceedings against us, including
under bankruptcy and reorganization laws, for any damages they suffer as a
result of our non-performance. Any such action could trigger defaults under
our other obligations, including our credit facilities and debt
(h) Pro forma and pro forma as adjusted credit facilities consist of $3.6
billion of existing credit facilities at Charter Operating and $1.0 billion
of committed credit facilities at Falcon.
(i) Represents the notes of certain subsidiaries of Charter Communications
Holding Company and preferred equity interests issued in the Helicon
(j) Minority interest represents total members' equity of Charter
Communications Holding Company multiplied by 66% (pro forma as adjusted),
the estimated ownership percentages of Charter Communications Holding
Company not held by Charter Communications, Inc. See "Unaudited Pro Forma
Financial Statements". Pro forma members' equity includes additional equity
contributions to Charter Communications Holding Company by Mr. Allen,
through Vulcan Cable III Inc., of $2.075 billion. Gains (losses) arising
from issuances by Charter Communications Holding Company of its membership
units will be recorded as capital transactions in our consolidated
financial statements thereby increasing (decreasing) our total
(k) Approximately 66% of the membership units of Charter Communications Holding
Company are exchangeable for Class A and Class B common stock of Charter
Communications, Inc. at the option of the equity holders. We assume in this
table that none of these membership units are exchanged for Charter
Communications, Inc. common stock. If all equity holders in Charter
Communications Holding Company exchanged all of their membership units for
common stock, total stockholders' equity would increase by $5.4 billion and
minority interest would decrease by $5.4 billion.
(l) Assuming the underwriters' option to purchase additional shares of Class A
common stock is exercised and the net proceeds are used to purchase
approximately an additional 3% of the membership units of Charter
Communications Holding Company, total stockholders' equity would increase
by $428.5 million.