borrowings. The majority of the capital expenditures related to rebuilding
existing cable systems.
As of June 30, 1999, pro forma for the pending acquisitions and
acquisitions completed since that date, our total debt was approximately $13.1
billion. Our significant amount of debt may adversely affect our ability to
obtain financing in the future and react to changes in our business. Our debt
and credit facilities contain and the credit facilities that we expect to enter
into and debt that we expect to assume in connection with the pending
acquisitions will contain, various financial and operating covenants that could
adversely impact our ability to operate our business, including restrictions on
the ability of operating subsidiaries to distribute cash to their parents. See
"-- Certain Trends and Uncertainties -- Restrictive Covenants" and "Description
of Certain Indebtedness", for further information and a more detailed
description of our debt and the debt that we will assume or refinance in
connection with our pending acquisitions.
CHARTER HOLDINGS NOTES. On March 17, 1999, Charter Holdings issued $3.6
billion principal amount of senior notes. The net proceeds of approximately
$2.99 billion, combined with the borrowings under our credit facilities, were
used to consummate tender offers for publicly held debt of several of our
subsidiaries, as described below, to refinance borrowings under our previous
credit facilities, for working capital purposes and to finance a number of
Semi-annual interest payments with respect to the 8.250% notes and the
8.625% notes will be approximately $89.4 million, commencing on October 1, 1999.
No interest on the 9.920% notes will be payable prior to April 1, 2004.
Thereafter, semi-annual interest payments on the three series of senior notes
will be approximately $162.6 million in the aggregate, commencing on October 1,
2004. Charter Holdings and its wholly owned subsidiary, Charter Communications
Capital Corporation, recently completed an offer to exchange the senior notes
they issued in March 1999 for senior notes with substantially similar terms,
except that the new notes are registered and are not subject to restrictions on
transfer. With the exception of $120,000 principal amount of the 8.625% notes,
all of the Charter Holdings notes were exchanged for new notes. As of June 30,
1999, $2.1 billion was outstanding under the 8.250% and 8.625% notes, and the
accreted value of the 9.920% notes was $931.6 million.
Concurrently with the issuance of the Charter Holdings notes, we refinanced
substantially all of our previous credit facilities and Marcus Cable Operating
Company, L.L.C.'s credit facilities with new credit facilities entered into by
Charter Operating. In February and March 1999, we commenced cash tender offers
to purchase the 14% senior discount notes issued by Charter Communications
Southeast Holdings, LLC, the 11.25% senior notes issued by Charter
Communications Southeast, LLC, the 13.50% senior subordinated discount notes
issued by Marcus Cable Operating Company, L.L.C., and the 14.25% senior discount
notes issued by Marcus Cable. All notes, except for $1.1 million in principal
amount, were paid off for an aggregate amount of $1.0 billion.