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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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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 Holdings Capital Corporation, in September 1999, 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 September 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 $954.1 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. The remaining
$1.1 million of such notes were repaid in September 1999.

CHARTER OPERATING CREDIT FACILITIES. Charter Operating's credit facilities
provide for two term facilities, Term A with a principal amount of $1.0 billion
that matures in September 2008, and Term B with the principal amount of $1.85
billion that matures in March 2009. The Charter Operating credit facilities also
provide for a $1.25 billion revolving credit facility with a maturity date of
September 2008. As of September 30, 1999, approximately $2.85 billion was
outstanding and $1.25 billion was available for borrowing under Charter
Operating's credit facilities. In addition, an uncommitted incremental term
facility of up to $500 million with terms similar to the terms of Charter
Operating's credit facilities is permitted under these credit facilities, but
will be conditioned on receipt of additional new commitments from existing and
new lenders. The Company borrowed $520 million under the revolving credit
facility on October 1, 1999 to complete the acquisition of the InterMedia
systems. In addition, the Company borrowed approximately $269 million in the
aggregate under the revolving credit facility to retire the Rifkin Notes and the
Helicon Notes during October 1999 and November 1999, respectively.

Amounts under Charter Operating's credit facilities bear interest at a base rate
or a Eurodollar rate, plus a margin up to 2.75%. A quarterly commitment fee of
between 0.25% and 0.375% per annum is payable on the unborrowed balance of Term
A and the revolving credit facility. The weighted average interest rate for
outstanding debt on September 30, 1999 was 7.6%. Furthermore, Charter Operating
has entered into interest rate protection agreements to reduce the impact of
changes in interest rates on our debt outstanding under its credit facilities.

RENAISSANCE NOTES. We acquired Renaissance in April 1999. The Renaissance 10%
senior discount notes due April 2008 had a $163.2 million principal amount at
maturity outstanding and $100.0 million accreted value upon issuance. The
Renaissance notes do not require the payment of interest until April 15, 2003.
From and after April 15, 2003, the Renaissance notes bear interest, payable
semi-annually in cash, on each April 15 and October 15, commencing October 15,
2003. The Renaissance notes are due on April 15, 2008. Due to the change of
control of Renaissance, an offer to repurchase the Renaissance notes was made at
101% of their accreted value, plus accrued and unpaid interest, on June 28,
1999. Of the $163.2 million face amount of Renaissance notes outstanding, $48.8
million were repurchased. As of September 30, 1999, the accreted value of the
Renaissance notes that remain outstanding was approximately $83.8 million.

HELICON NOTES. We acquired Helicon in July 1999. As of September 30, 1999,
Helicon had outstanding $115.0 million in principal amount of 11% senior secured
notes due 2003. On November 1, 1999, we redeemed all of the Helicon notes at a
purchase price equal to 103% of their principal amount, plus accrued interest,
for $124.8 million.

RIFKIN NOTES. We acquired Rifkin in September 1999. As of September 30, 1999,
Rifkin had $125.0 million outstanding in principal amount of 11 1/8% senior
subordinated notes due 2006. In September 1999, we commenced an offer to
repurchase any and all of the outstanding Rifkin notes, together with a $3.0
million promissory note payable, for cash at a premium over the principal
amounts. Notes with a total outstanding principal amount of $124.1 million were
repurchased for a total of $140.6 million, including a consent fee of $30 per
$1,000 to the holders who delivered timely consents to amend the indenture
governing those notes to eliminate substantially all of the restrictive
covenants. We repurchased the promissory note for $3.4 million.



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