SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 17,
2005
Charter
Communications Holdings, LLC
Charter
Communications Holdings Capital Corporation
(Exact
name of registrants as specified in their charter)
Delaware
Delaware
(State
or Other Jurisdiction of Incorporation or Organization)
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333-77499
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43-1843179
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333-77499-01
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43-1843177
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(Commission
File Number)
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(I.R.S.
Employer Identification
Number)
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12405
Powerscourt Drive
St.
Louis, Missouri 63131
(Address
of principal executive offices including zip code)
(314)
965-0555
(Registrant's
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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ITEM
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
October 17, 2005, CCO Holdings, LLC (as the "Borrower") and CCO Holdings
Capital
Corp. (as the "Guarantor"), indirect subsidiaries of Charter
Communications Holdings, LLC and Charter Communications Holdings Capital
Corporation, entered into a new senior bridge loan agreement (the "Agreement")
with JPMorgan Chase Bank, N.A., Credit Suisse, Cayman Islands Branch
and
Deutsche Bank AG Cayman Islands Branch (the "Lenders") whereby the Lenders
have
committed to make loans to the Borrower in an aggregate amount of $600
million.
The Borrower and the Guarantor are indirect subsidiaries of Charter
Communications, Inc. ("Charter"). The material terms of the Agreement
are as set
forth below. The Agreement is filed herewith as Exhibit 10.1.
The
period during which the Borrower may draw upon the facility will begin
on
January 2, 2006 and will end on September 29, 2006. The Borrower's obligations
under the Agreement are guaranteed by the Guarantor.
Beginning
on the first anniversary of the first date that the Borrower borrows
under the
Agreement and at any time thereafter, any Lender will have the option
to receive
"exchange notes" (the terms of which are described below, the "Exchange
Notes")
in exchange for any loan that has not been repaid by that date. Upon
the earlier
of (x) the date that at least a majority of all loans that have been
outstanding
have been exchanged for Exchange Notes and (y) the date that is 18 months
after
the first date that the Borrower borrows under the Agreement, the remainder
of
loans will be automatically exchanged for Exchange Notes.
Each
loan
will accrue interest at a rate equal to an adjusted LIBOR rate plus a
spread.
The spread will initially be 450 basis points and will increase (a) by
an
additional 25 basis points at the end of the six-month period following
the date
of the first borrowing, (b) by an additional 25 basis points at the end
of each
of the next two subsequent three month periods and (c) by 62.5 basis
points at
the end of each of the next two subsequent three-month periods.
As
conditions to each draw, (i) there shall be no default under the Agreement,
(ii)
all the representations and warranties under the Agreement shall be true
and
correct in all material respects and (iii) all conditions to borrowing
under the
April 27, 2004 Amended and Restated Credit Agreement of Charter Communications
Operating, LLC (with certain exceptions) shall be satisfied.
The
aggregate unused commitment will be reduced by 100% of the net proceeds
from
certain defined asset sales above $75 million and to the extent
such net
proceeds have not been used to prepay loans or Exchange Notes. In the
event
transactions occur which are not captured by the defined term asset sales
but
nonetheless result in the disposition of assets, the amount of net proceeds
above $200 million that is unused under the commitment will be
reduced on a
one-for-one basis to the extent such net proceeds have not been used
to prepay
loans or Exchange Notes.
The
Borrower will be required to prepay loans (and redeem or offer to repurchase
Exchange Notes, if issued) from the net proceeds from (i) the issuance
of equity
or incurrence of debt by Charter and its subsidiaries, with certain exceptions,
and (ii) certain asset sales (to the extent not used for purposes permitted
under the Agreement).
The
covenants and events of default applicable to the Borrower under the
Agreement
are similar to the covenants and events of default in the indenture for
the
senior secured notes of CCH I, LLC.
The
Exchange Notes will mature on the sixth anniversary of the first borrowing
under
the Agreement. The Exchange Notes will bear interest at a rate equal
to the rate
that would have been borne by the loans. The same mandatory redemption
provisions will apply to the Exchange Notes as applied to the loans,
except that
the Borrower will be required to make an offer to redeem upon the occurrence
of
a change of control at 101% of principal amount plus accrued and unpaid
interest.
The
Exchange Notes will, if held by a person other than an initial lender
or an
affiliate thereof, be (a) non-callable for the first three years after
the first
borrowing date and (b) thereafter, callable at par plus accrued interest
plus a
premium equal to 50% of the coupon in effect on the first anniversary
of the
first borrowing date, which premium shall decline to 25% of such coupon
in the
fourth year and to zero thereafter. Otherwise, the Exchange Notes will
be
callable at any time at 100% of the amount thereof plus accrued and unpaid
interest.
The
indenture governing the Exchange Notes will be based upon the Borrower's
senior
notes indenture but with certain modifications based upon more recent
indentures
of certain of Charter's other subsidiaries.
ITEM
2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION.
The
information contained in Item 1.01 of this Form 8-K is hereby incorporated
as if
fully set out in this Item 2.03.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibit is filed pursuant to Item 1.01:
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Exhibit
Number
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Description
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10.1
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SENIOR
BRIDGE LOAN AGREEMENT dated as of October 17, 2005 by and among
CCO
Holdings, LLC, CCO Holdings Capital Corp., certain lenders,
JPMorgan Chase
Bank, N.A., as Administrative Agent, J.P. Morgan Securities
Inc. and
Credit Suisse, Cayman Islands Branch, as joint lead arrangers
and joint
bookrunners, and Deutsche Bank Securities Inc., as documentation
agent.
(Incorporated by reference to Exhibit 99.1 to the current report
on Form
8-K of Charter Communications, Inc. filed on October 19, 2005
(File No.
000-27927)).
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934,
Charter
Communications Holdings, LLC and Charter Communications Holdings Capital
Corporation have duly caused this Current Report to be signed on their
behalf by the undersigned hereunto duly authorized.
CHARTER
COMMUNICATIONS HOLDINGS, LLC
Registrant
By:
CHARTER COMMUNICATIONS, INC., Sole Manager
Dated: October
19, 2005
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By:/s/
Paul E. Martin
Name:
Paul E. Martin
Title:
Senior Vice President,
Interim
Chief Financial Officer,
Princial
Accounting Officer and
Corporate
Controller
(Principal
Financial Officer and
Principal
Accounting
Officer)
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CHARTER
COMMUNICATIONS HOLDINGS CAPITAL CORPORATION
Registrant
Dated:
October 19, 2005
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By:/s/
Paul E. Martin
Name:
Paul E. Martin
Title:
Senior Vice President,
Interim
Chief Financial Officer,
Princial
Accounting Officer and
Corporate
Controller
(Principal
Financial Officer and
Principal
Accounting
Officer)
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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10.1
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SENIOR
BRIDGE LOAN AGREEMENT dated as of October 17, 2005 by and among
CCO
Holdings, LLC, CCO Holdings Capital Corp., certain lenders, JPMorgan
Chase
Bank, N.A., as Administrative Agent, J.P. Morgan Securities Inc.
and
Credit Suisse, Cayman Islands Branch, as joint lead arrangers
and joint
bookrunners, and Deutsche Bank Securities Inc., as documentation
agent.
(Incorporated by reference to Exhibit 99.1 to the current report
on Form
8-K of Charter Communications, Inc. filed on October 19, 2005
(File No.
000-27927)).
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