Charter Announces Cash Tender Offer for Bresnan Debt Securities
STAMFORD, Conn., June 10, 2013 /PRNewswire/ -- Charter Communications, Inc. (NASDAQ: CHTR) (along with its subsidiaries, the "Company" or "Charter") today announced that its indirect subsidiary, Charter Communications Operating, LLC ("CCO") has commenced a tender offer to purchase for cash any and all of the outstanding 8.00% Senior Notes due 2018 (the "Notes") of Bresnan Broadband Holdings, LLC (formerly BBHI Acquisition LLC) (the "Issuer" or "Bresnan"). CCO will purchase all Notes that are tendered prior to 5:00 p.m., New York City time, on June 21, 2013, unless such time is extended or earlier terminated by CCO for the Notes (the "Consent Payment Deadline"). The total principal amount of the Notes outstanding is $250 million. CCO is also seeking consents (the "Consent Solicitation") from the holders of the Notes to amendments (the "Proposed Amendments") to, among other things, eliminate substantially all of tmutuahe restrictive convenants and events of default, and eliminate or modify related provisions contained in the indenture governing the Notes. Notes that are validly tendered prior to the Consent Payment Deadline, and accepted for purchase, will receive the total consideration as set forth in the table below per $1,000 aggregate principal amount of Notes, plus accrued and unpaid interest to but excluding the First Settlement Date (as defined in the Offer to Purchase and Consent Solicitation Statement referenced below). Subject to certain conditions being met, the First Settlement Date is expected to be July 1, 2013.
(1) Does not include accrued and unpaid interest to but excluding the applicable settlement date, which will be paid on Notes accepted for purchase.
(2) Represents a consent fee for the Notes tendered on or prior to the Consent Payment Deadline.
The tender offer is scheduled to expire at 11:59 p.m.New York City time, on July 8, 2013, unless extended or earlier terminated (the "Expiration Time"). Tendered Notes may be withdrawn and related consents to the Proposed Amendments may be revoked at any time on or prior to 5:00 p.m.New York City time, on June 21, 2013, unless such time is extended by the Company (the "Withdrawal Deadline"). Tenders of Notes may not be withdrawn after the Withdrawal Deadline except to the extent required by applicable law and consents to the Prosposed Amendments may not be revoked after the supplemental indenture (the "Supplemental Indenture") setting forth the Proposed Amendments has been entered into by the Issuer and the Trustee. Holders of Notes may not tender their Notes without consenting to the Proposed Amendments and may not withdraw their consents to the Proposed Amendments without withdrawing the related Notes from the tender offer; provided that after the Supplemental Indenture has been entered into, previously delivered consents may no longer be revoked. Therefore, a withdrawal of tendered Notes after the execution and delivery of the Supplemental Indenture and prior to the Withdrawal Deadline will not revoke a Consent delivered prior to the execution and delivery of the Supplemental Indenture. Payment for Notes validly tendered and not validly withdrawn on or prior to the Withdrawal Deadline and accepted for purchase will be made promptly following the Consent Payment Deadline. Payment for Notes tendered after the Consent Payment Deadline accepted for purchase will be made promptly following the Expiration Time. Holders of Notes that are validly tendered after the Consent Payment Deadline and on or prior to the Expiration Time, and accepted for purchase, will receive only the tender consideration set forth in the table above and not the consent payment. Accrued interest up to, but not including, the applicable settlement date of the Notes will be paid in cash on all validly tendered and accepted Notes.
The consummation of the tender offer for the Notes is conditioned upon consummation of the acquisition of Bresnan (the "Acquisition"), which we expect to close on July 1, 2013. The Proposed Amendments will become effective with respect to the indenture governing the Notes only upon consummation of the Acquisition and only if consents are received with respect to a majority in aggregate principal amount of the Notes. The tender offer and the related Consent Solicitation is also subject to the satisfaction or waiver of certain other conditions as set forth in the Offer to Purchase and Consent Solicitation referred to below.
The complete terms and conditions of the tender offer and the Consent Solicitation are set forth in an Offer to Purchase and Consent Solicitation Statement that is being sent to holders of the Notes. Holders are urged to read this document carefully before making any decision with respect to the tender offer and Consent Solicitation. Holders of Notes must make their own decisions as to whether to tender their Notes and consent to the Proposed Amendments, and if they decide to do so, the principal amount of the Notes to tender.
Holders may obtain copies of the Offer to Purchase and Consent Solicitation Statement from the Information Agent for the tender offer and Consent Solicitation, Global Bondholder Services Corporation, at (212) 430-3774 (collect) and (866) 924-2200 (toll free).
Credit Suisse Securities (USA) LLC is serving as the Dealer Manager for the tender offer. Questions regarding the tender offer and Consent Solicitation may be directed to Credit Suisse Securities (USA) LLC, Liability Management Group at (800) 820-1653 (toll free) or (212) 325-2476.
Neither the Company, the Issuer, the Dealer Manager, the Information Agent nor any other person makes any recommendation as to whether holders of Notes should tender their Notes and deliver consents to the Proposed Amendments, and no one has been authorized to make such a recommendation.
This announcement is not an offer to purchase, or the solicitation of an offer to sell the Notes. The tender offers may only be made pursuant to the terms of the Offer to Purchase and Consent Solicitations and the related Letter of Transmittal.
This release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), regarding, among other things, our plans, strategies and prospects, both business and financial. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions including, without limitation, the factors described under "Risk Factors" from time to time in our filings with the Securities and Exchange Commission ("SEC"). Many of the forward-looking statements contained in this release may be identified by the use of forward-looking words such as "believe," "expect," "anticipate," "should," "planned," "will," "may," "intend," "estimated," "aim," "on track," "target," "opportunity," "tentative," "positioning," "designed," "create," and "potential," among others. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this release are set forth in other reports or documents that we file from time to time with the SEC, and include, but are not limited to:
our ability to sustain and grow revenues and cash flow from operations by offering video, Internet, telephone, advertising and other services to residential and commercial customers, to adequately meet the customer experience demands in our markets and to maintain and grow our customer base, particularly in the face of increasingly aggressive competition, the need for innovation and the related capital expenditures and the difficult economic conditions in the United States;
the impact of competition from other market participants, including but not limited to incumbent telephone companies, direct broadcast satellite operators, wireless broadband and telephone providers, digital subscriber line ("DSL") providers, and video provided over the Internet;
general business conditions, economic uncertainty or downturn, high unemployment levels and the level of activity in the housing sector;
our ability to obtain programming at reasonable prices or to raise prices to offset, in whole or in part, the effects of higher programming costs (including retransmission consents);
the development and deployment of new products and technologies;
the effects of governmental regulation on our business;
the availability and access, in general, of funds to meet our debt obligations prior to or when they become due and to fund our operations and necessary capital expenditures, either through (i) cash on hand, (ii) free cash flow, or (iii) access to the capital or credit markets; and
our ability to comply with all covenants in our indentures and credit facilities any violation of which, if not cured in a timely manner, could trigger a default of our other obligations under cross-default provisions.
All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by this cautionary statement. We are under no duty or obligation to update any of the forward-looking statements after the date of this release.