Print Page  Close Window

SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/04/1999
Entire Document
<PAGE>   46
     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
     stockholders' equity.
(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.