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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/04/1999
Entire Document
 
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<TABLE>
<S>                                                           <C>
$1.0 billion 8% liability to sellers -- Bresnan.............     40.0
$425.0 million 8% liability to sellers -- Falcon............     17.0
$133.3 million 8% liability to sellers -- Rifkin............      5.3
Interest expense prior to acquisition:
  $381.1 million of credit facilities for Renaissance
     acquisition (acquired April 30, 1999) at composite
     current rate of 7.4%...................................      9.4
  $240.0 million of credit facilities for American Cable
     acquisition (acquired May 7, 1999) at composite current
     rate of 7.4%...........................................      5.9
  $500.0 million of credit facilities for Greater Media
     acquisition (acquired June 30, 1999) at composite
     current rate of 7.4%...................................     18.5
                                                              -------
     Total pro forma interest expense.......................    370.2
     Less-historical interest expense from acquired
      companies.............................................   (185.7)
                                                              -------
          Adjustment........................................  $ 184.5
                                                              =======
</TABLE>

 
     The amounts shown above as liabilities to the Rifkin, Falcon and Bresnan
     sellers represent the possible obligations that we may owe to these sellers
     based on the possible violations of Section 5 of the Securities Act in
     connection with the issuance of equity interests to these sellers. The
     possible liability to the Falcon sellers would increase to $550 million if
     the Falcon sellers exercise their right to receive up to an additional $125
     million of equity interests.
 
   
     We have assumed we will fund certain pending acquisitions prior to closing
     with additional financing of $1.7 billion. An interest rate of 10% reflects
     the anticipated borrowing rate available to Charter Communications Holding
     Company. An increase in the interest rate of 0.125% on this assumed debt
     would result in an increase in interest expense of $1.1 million. Should the
     Avalon notes be put to us based on change of control provisions and should
     we become obligated to purchase Rifkin, Falcon and Bresnan sellers' equity
     interests, the estimated shortfall would increase to $3.6 billion and
     interest expense will increase by $14.9 million. If we do not close on the
     Avalon credit facilities, the estimated shortfall would increase to $3.7
     billion and interest expense will increase by $2.2 million. If we do not
     close on the Fanch credit facilities, the estimated shortfall would
     increase to $4.6 billion and interest expense will increase by $11.4
     million. If we do not close on the Falcon bridge loan facility, the
     estimated shortfall would increase to $5.3 billion and interest expense
     would not change. Should we be required to pay InterMedia $0.1 billion for
     a system that we did not transfer in our swap with InterMedia because
     necessary regulatory approvals were still pending, interest expense would
     increase by $4.4 million. Principal approximates carrying value for all
     undiscounted debt.
    
 
(j)  Represents the elimination of gain (loss) on sale of cable television
     systems whose results of operations have been eliminated in (d) above.
 
(k) Reflects the elimination of income tax expense (benefit) as a result of
    expected recurring future losses. The losses will not be tax benefited and
    no net deferred tax assets will be recorded.
 
     NOTE C:  In March 1999, we extinguished substantially all of our long-term
debt, excluding borrowings of our previous credit facilities, and refinanced all
previous credit facilities. See "Capitalization". The refinancing adjustment of
lower interest expense consists of the following (dollars in millions):
 

<TABLE>
<CAPTION>
                                                              INTEREST
                        DESCRIPTION                           EXPENSE
                        -----------                           --------
<S>                                                           <C>
$600 million 8.25% senior notes.............................  $  24.8
$1.5 billion 8.625% senior notes............................     64.7
$1.475 billion ($932 million carrying value) 9.92% senior
  discount notes............................................     45.4
Credit facilities ($652 million at composite current rate of
  7.4%).....................................................     24.9
Amortization of debt issuance costs.........................      7.8
Commitment fee on unused portion of our credit facilities
  ($1.6 billion at 0.375%)..................................      3.0
                                                              -------
  Total pro forma interest expense..........................    170.6
  Less -- historical interest expense (net of Renaissance
     and American Cable interest expense consolidated in
     Charter Communications Holding Company)................   (174.9)
                                                              -------
     Adjustment.............................................  $  (4.3)
                                                              =======
</TABLE>

 
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