The following is an explanation of how:
(1) Charter Communications Properties; the operating companies that
formerly comprised CCA Group; CharterComm Holdings; and the Marcus
companies became wholly owned subsidiaries of Charter Operating;
(2) Charter Operating became a wholly owned subsidiary of Charter Holdings;
(3) Charter Holdings became a wholly owned subsidiary of Charter
Communications Holding Company; and
(4) Charter Communications Holding Company became a wholly owned subsidiary
of Charter Investment, Inc.
THE CHARTER COMPANIES
Prior to Charter Investment, Inc. acquiring the remaining interests that it
did not previously own in two of the three groups of Charter companies, namely
CCA Group and CharterComm Holdings, as described below, the operating
subsidiaries of the three groups of Charter companies were parties to separate
management agreements with Charter Investment, Inc. under which Charter
Investment, Inc. provided management and consulting services. Prior to our
acquisition by Mr. Allen, the Charter companies were as follows:
(1) Charter Communications Properties Holdings, LLC
Charter Communications Properties Holdings, LLC was a wholly owned
subsidiary of Charter Investment, Inc. The primary subsidiary of Charter
Communications Properties Holdings, which owned the cable systems, was
Charter Communications Properties. In connection with Mr. Allen's
acquisition on December 23, 1998, Charter Communications Properties
Holdings was merged out of existence. Charter Communications Properties
became a direct, wholly owned subsidiary of Charter Investment, Inc. In May
1998, Charter Communications Properties acquired certain cable systems from
Sonic Communications, Inc. for a total purchase price, net of cash
acquired, of $228.4 million, including $60.9 million of assumed debt.
(2) CCA Group
The controlling interests in CCA Group were held by affiliates of Kelso
& Co. Charter Investment, Inc. had only a minority interest. On December
21, 1998, prior to Mr. Allen's acquisition, the remaining interests it did
not previously own in CCA Group were acquired by Charter Investment, Inc.
from the Kelso affiliates. Consequently, the companies comprising CCA Group
became wholly owned subsidiaries of Charter Investment, Inc.
CCA Group consisted of the following three sister companies:
(a) CCT Holdings, LLC,
(b) CCA Holdings, LLC, and
(c) Charter Communications Long Beach, LLC.