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SEC Filings

10-Q
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 10-Q on 12/22/1999
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amount paid over the carrying value of the Company's long-term debt was recorded
as an extraordinary item-loss on early extinguishment of debt in the
accompanying consolidated statement of operations.

CHARTER HOLDINGS NOTES

In March 1999, Charter Holdings and Charter Communications Holdings Capital
Corporation, a subsidiary of Charter Holdings, (collectively the "Issuers")
issued $600.0 million 8.250% Senior Notes due 2007 (the "8.250% Senior Notes")
for net proceeds of $598.4 million, $1.5 billion 8.625% Senior Notes due 2009
(the "8.625% Senior Notes") for net proceeds of $1,495.4 million, and $1,475.0
million 9.920% Senior Discount Notes due 2011 (the "9.920% Senior Discount
Notes") for net proceeds of $905.6 million, (collectively with the 8.250% Senior
Notes and the 8.625% Senior Notes, referred to as the "Charter Holdings Notes").

The 8.250% Senior Notes are not redeemable prior to maturity. Interest is
payable semiannually in arrears on April 1 and October 1, beginning October 1,
1999 until maturity.

The 8.625% Senior Notes are redeemable at the option of the Issuers at amounts
decreasing from 104.313% to 100% of par value beginning on April 1, 2004, plus
accrued and unpaid interest, to the date of redemption. At any time prior to
April 1, 2002, the Company may redeem up to 35% of the aggregate principal
amount of the 8.625% Senior Notes at a redemption price of 108.625% of the
principal amount under certain conditions. Interest is payable semi-annually in
arrears on April 1 and October 1, beginning October 1, 1999 until maturity.

The 9.920% Senior Discount Notes are redeemable at the option of the Issuers at
amounts decreasing from 104.960% to 100% of accreted value beginning April 1,
2004. At any time prior to April 1, 2002, the Issuers may redeem up to 35% of
the aggregate principal amount of the 9.920% Senior Discount Notes at a
redemption price of 109.920% of the accreted value under certain conditions. No
cash interest will be payable until April 1, 2004. Thereafter, cash interest is
payable semi-annually in arrears on April 1 and October 1 beginning April 1,
2004 until maturity. The discount on the 9.920% Senior Discount Notes is being
accreted using the effective interest method at a rate of 9.920% per year. The
unamortized discount was $520.9 million at September 30, 1999.

The Charter Holdings Notes rank equally with current and future unsecured and
unsubordinated indebtedness (including trade payables of the Company). The
Issuers are required to make an offer to repurchase all of the Charter Holdings
Notes, at a price equal to 101% of the aggregate principal or 101% of the
accreted value, together with accrued and unpaid interest, upon a Change of
Control of Charter Holdings, as defined.

RENAISSANCE NOTES

In connection with the acquisition of Renaissance Media Group LLC (Renaissance)
during the second quarter of 1999, the Company assumed $163.2 million principal
amount of senior discount notes due April 2008 (the "Renaissance Notes"). As a
result of the change in control of Renaissance, the Company was required to make
an offer to repurchase the Renaissance Notes at 101% of their accreted value
plus accrued interest. In May 1999, the Company made an offer to repurchase the
Renaissance Notes pursuant to this requirement, and the holders of the
Renaissance Notes tendered an amount representing 30% of the total outstanding
principal amount for repurchase.

As of September 30, 1999, $114.4 million aggregate principal amount of
Renaissance Notes with an accreted value of $83.8 million remains outstanding.
Interest on the Renaissance Notes shall be paid semi-annually at a rate of 10%
per annum beginning on October 15, 2003.

The Renaissance Notes are redeemable at the option of the Company, in whole or
in part, at any time on or after April 15, 2003, initially at 105% of their
principal amount at maturity, plus accrued interest, declining to 100% of the
principal amount at maturity, plus accrued interest, on or after April 15, 2006.
In addition, at any time prior to April 15, 2001, the Company may redeem up to
35% of the original principal amount at maturity with the proceeds of one or
more sales of membership units at 110% of their accreted value plus accrued
interest on the redemption date, provided that after any such redemption, at
least $106 million aggregate principal amount at maturity remains outstanding.


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