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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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FALCON DEBENTURES. Falcon has outstanding publicly held debt comprised of 8.375%
senior debentures due 2010 and 9.285% senior discount debentures due 2010. As of
September 30, 1999, $375.0 million total principal amount of 8.375% debentures
were outstanding and the accreted value of the 9.285% debentures was
approximately $315.7 million. In November 1999, we paid off all of Falcon's
11.56% subordinated notes due on 2001 for a total of $15.0 million. Interest on
the Falcon 8.375% debentures is payable semi-annually on April 15 and October 15
of each year. No interest on the Falcon 9.285% debentures will be payable prior
to April 15, 2003. From and after April 15, 2003, the issuers of the Falcon
9.285% debentures may elect to commence accrual of cash interest payment on any
date, and the interest will be payable semi-annually in cash on each April 15
and October 15 thereafter.

On December 10, 1999, we commenced the Falcon Change of Control Offers and have
offered to repurchase the Falcon debentures at purchase prices of 101% of
principal amount, plus unpaid and accrued interest, or accreted value, ass
applicable. Because the Falcon debentures are trading at or near the change of
control repurchase prices we expect that the Falcon debentures will be put to
us. The Falcon Change of Control Offers will remain open until February 3, 2000.
We intend to finance the Falcon Change of Control Offers with a portion of the
proceeds of the anticipated issuance additional notes by Charter Holdings and
Charter Capital in early 1999.

FALCON CREDIT FACILITIES. In connection with the Falcon acquisition, we have
amended and restated, the existing Falcon credit facilities providing for
available borrowing capacity of $1.25 billion. As of November 30, 1999, $846.8
million was outstanding and $405.2 million was available for borrowing under
these credit facilities.

AVALON NOTES. Avalon has 11.875% senior discount notes due 2008 and 9.375%
senior subordinated notes due 2008. As of September 30, 1999, the accreted value
of the Avalon 11.875% senior discount notes was $121.6 and $150.0 million in
total principal 9 3/8% senior subordinated notes remained outstanding. Before
December 1, 2003, there will be no payments of cash interest on the 11 7/8%
senior discount notes. After December 1, 2003, cash interest on the 11 7/8%
senior discount notes will be payable semi-annually on June 1 and December 1 of
each year, commencing June 1, 2004. Interest on the 9 3/8% senior subordinated
notes is payable semi-annually on June 1 and December 1 of each year.

On December 3, 1999, we commenced the Avalon Change of Control Offer with
respect to the Avalon 9.375% notes and a change of control repurchase offer with
respect to the Avalon 11.875% notes at purchase prices of 101% of principal
amount or accreted value, as applicable. Because the Avalon 9.375% senior
subordinated notes are trading at or near the change of control repurchase price
we expect these notes to be put to us. Because the Avalon 11.875% notes have
been trading above the change of control repurchase price, we do not expect
these notes to be put to us. These change of control repurchase offers will
remain open until January 26, 2000. We intend to finance the Avalon Change of
Control Offer with a portion of the proceeds of the anticipated issuance
additional notes by Charter Holdings and Charter Capital in early 1999.

AVALON CREDIT FACILITIES. The Avalon credit facilities have maximum borrowings
of $300.0 million, consisting of a revolving facility in the amount of $175.0
million and a term loan B in the amount of $125.0 million. We borrowed $165.0
million under the Avalon credit facilities to fund a portion of the Avalon
purchase price.

FANCH CREDIT FACILITIES. The Fanch credit facilities have maximum borrowings of
$1.2 billion of which we used $850.0 million to fund a portion of the Fanch
purchase price.

BRESNAN NOTES. Bresnan has 8% senior notes due 2009 and 9 1/4% senior discount
notes due 2009. As of September 30, 1999, $170.0 million in total principal 8%
Bresnan senior notes was outstanding and the accreted value of the Bresnan 9
1/4% senior discount notes was $185.9 million. Interest on the 8% senior notes
is payable semi-annually on February 1 and August 1 of each year. On and after
August 1, 2004, interest on the 9 1/4% senior discount notes will be payable
semi-annually in cash on February 1 and August 1 of each year. Our acquisition
of Bresnan will trigger change of control provisions under the Bresnan notes
that will require us to make an offer to repurchase these notes at a price equal
to 101% of the outstanding principal amounts plus accrued interest. We expected
the Bresnan notes will be tendered and that we will repurchase the Bresnan notes
with additional debt financing that has not yet been arranged.

BRESNAN CREDIT FACILITIES. Bresnan has credit facilities providing for
borrowings of up to $650.0 million. As of November 30, 1999, $512.0 million was
outstanding and $138.0 million was available for borrowing under the Bresnan
credit facilities. Because our acquisition of Bresnan will trigger change of
control and other provisions under the Bresnan credit 


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