Print Page  Close Window

SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/04/1999
Entire Document
 
<PAGE>   74
 
   
     In addition, we will have to raise approximately $3.69 billion of
additional financing if we are required to pay:
    
 
     - approximately $0.71 billion to repurchase outstanding notes of Falcon if
       committed bridge loan financing does not close;
 
   
     - approximately $0.17 billion if the Avalon credit facilities do not close;
    
 
   
     - approximately $0.88 billion if the Fanch credit facilities do not close;
    
 
     - approximately $0.27 billion to repurchase outstanding notes of Avalon;
 
   
     - approximately $1.57 billion to repurchase equity interests issued or to
       be issued to specified sellers in connection with a number of our
       acquisitions because of possible violations of Section 5 of the
       Securities Act of 1933; and
    
 
     - approximately $0.09 billion to InterMedia if we do not obtain timely
       regulatory approvals for our transfer to InterMedia of an Indiana cable
       system and we are unable to transfer replacement systems.
 
   
     The Avalon, Fanch and Falcon acquisitions are expected to close in the
fourth quarter of 1999. We plan to fund these acquisitions with the proceeds of
the offering, Mr. Allen's equity contribution through Vulcan Cable III Inc.,
borrowings under committed credit facilities and equity issued to specified
sellers in the Falcon acquisition. If the new Fanch and Avalon credit facilities
do not close as anticipated, we will need to arrange other sources of financing
to consummate these acquisitions. We cannot assure you that alternate financing
sources will be available. We may as a result be unable to consummate these
acquisitions and may be in default under the related acquisition agreements. We
plan to fund any repurchases of Falcon debentures and notes that are put to us
with the committed Falcon bridge loan facility. If we do not obtain funding
under the Falcon bridge loan facility, we may be in default under the Falcon
debentures and notes that we may be required to repurchase. The Bresnan
acquisition is expected to close in the first quarter of 2000. We will need to
raise the $1.7 billion shortfall by borrowing under credit facilities at Bresnan
that have not yet been arranged and/or by issuing debt or equity securities of
Charter Communications, Inc. or Charter Communications Holding Company.
    
 
     We cannot assure you that we will be able to raise the financing necessary
to consummate our pending acquisitions and to satisfy the obligations described
above. If we are unable to raise the financing necessary to satisfy any or all
of these obligations, we may be unable to close our pending acquisitions and
could be in default under one or more other obligations. In any such case, 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 instruments.
 
     The amounts shown above as current liabilities to 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 membership units to these sellers.
 
(g) Represents the elimination of deferred income tax assets and liabilities.
 
                                       71