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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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valued at $331.8 million and a commitment to transfer an additional cable system
valued at $88.2 million.
 
   
     We have agreed to purchase the Avalon, Fanch, Falcon and Bresnan cable
systems. The total purchase price for these acquisitions is $9.9 billion. This
amount includes assumed debt of $2.8 billion as of June 30, 1999. The debt
consists of $1.3 billion aggregate principal amount of notes and debentures and
$1.5 billion of credit facility borrowings that are subject to change of control
provisions which will be triggered by these pending acquisitions. We intend to
finance these acquisitions and required debt repayments, in part, with the
proceeds of the offering, Mr. Allen's equity contribution through Vulcan Cable
III Inc. to Charter Communications Holding Company, borrowings under committed
credit facilities at Fanch, Avalon and Falcon, and the issuance to certain
Falcon and Bresnan sellers of between $1.425 and $1.55 billion in membership
units of Charter Communications Holding Company.
    
 
     In August 1999, Vulcan Cable III Inc. contributed to Charter Communications
Holding Company $500 million in cash and, in September 1999, an additional $825
million, of which approximately $644.3 million was in cash and approximately
$180.7 million was in the form of equity interests acquired by Vulcan Cable III
Inc. in connection with the Rifkin acquisition. In addition, Mr. Allen has
agreed to make a $750 million equity investment in Charter Communications
Holding Company at the closing of the offering for membership units at the
initial public offering price less the underwriting discount. We plan to fund
required repurchases of the approximately $0.7 billion of outstanding Falcon
debentures and notes that are put to us with borrowings under the committed
Falcon bridge loan facility, or other debt financing if available.
 
   
     Available and committed sources of funds will not be sufficient to
consummate our pending acquisitions and fund related obligations. In connection
with our acquisitions, we may need to raise additional amounts up to a total of
approximately $5.41 billion.
    
 
     We will need to raise approximately $1.72 billion 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 to fund:
 
     - approximately $0.87 billion of the Bresnan purchase price;
 
     - approximately $0.50 billion in outstanding Bresnan credit facility
       borrowings that we would have to repay if we are unable to assume and
       amend the existing Bresnan credit facilities; and
 
     - approximately $0.35 billion in Bresnan notes that we expect to be put to
       us in connection with required change of control offers for these notes.
 
   
     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;
    
 
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