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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/04/1999
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170 million common membership units in Charter Communications Holding Company,
representing a 44% economic interest and a 100% voting interest, prior to the
equity contributions from Mr. Allen and the closing of any of the pending
acquisitions. Prior to the initial public offering, Charter Investment, Inc.
owned approximately 217.6 million common membership units of Charter
Communications Holding Company.
 
   
     After considering additional membership units issued by Charter
Communications Holding Company to Mr. Allen, through Vulcan Cable III Inc., and
to the sellers of Falcon and Bresnan, the economic interest held by Charter
Communications, Inc. in Charter Communications Holding Company is reduced to
31%. Based on the terms of the agreements with the sellers of Falcon and
Bresnan, we estimate they will receive 16.4 million and 37.1 million membership
units, respectively, at a price per membership unit of $25.90 and $26.98,
respectively. The number of membership units could vary based on the value of
Charter Communications Holding Company at the closing of the acquisitions;
however, we believe the effects of any change in this number of membership units
would not have a material impact on the Unaudited Pro Forma Financial
Statements. Because of possible violations of Section 5 of the Securities Act,
the holders of these equity interests may have unsecured creditor rights to
require us to repurchase all of these equity interests in connection with the
issuance of membership units to the Falcon and Bresnan sellers. We have
classified these potential obligations as short-term debt in the Unaudited Pro
Forma Financial Statements. Accordingly, we have increased Charter
Communications, Inc.'s equity interest in Charter Communications Holding Company
to 34%.
    
 
     Mr. Allen will receive 43.4 million membership units for the $750 million
equity investment he is making at the time of the offering. Prior to the initial
public offering Mr. Allen contributed $1.325 billion and received 63.9 million
membership units. As such, the consolidated pro forma financial statements of
Charter Communications, Inc. reflect a minority interest equal to 66% of the
equity of Charter Communications Holding Company after the investment by Charter
Communications, Inc. and depict 66% of the net losses applicable to the common
members of Charter Communications Holding Company being allocated to the
minority interest.
 
     The Unaudited Pro Forma Financial Statements reflect the application of the
principles of purchase accounting to the transactions listed in items (1)
through (5) above. The allocation of purchase price is based, in part, on
preliminary information which is subject to adjustment upon obtaining complete
valuation information of intangible assets. We believe that finalization of the
purchase price will not have a material impact on the results of operations or
financial position of Charter Communications, Inc. or Charter Communications
Holding Company.
 
     The unaudited pro forma adjustments are based upon available information
and certain assumptions that we believe are reasonable. In particular, the pro
forma adjustments assume the following:
 
     - We will transfer to InterMedia the Indiana cable system that was retained
       at the time of the InterMedia closing pending receipt of necessary
       regulatory approvals.
 
     - The holders of the public notes and debentures of Avalon will not require
       us to repurchase these notes and debentures as required by change of
       control provisions in the indentures for these notes and debentures. We
       will repurchase the Falcon
 
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