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): January
23, 2006
CCO
Holdings, LLC
CCO
Holdings Capital Corp.
(Exact
name of registrants as specified in their charter) Delaware
Delaware
(State
or Other Jurisdiction of Incorporation or Organization)
|
333-112593
|
|
86-1067239
|
|
333-112593-01
|
20-0257904
|
|
|
(Commission
File Number)
|
(I.R.S.
Employer Identification
Number)
|
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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities
Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17
CFR
240.14a-12)
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR
240.13e-4(c))
|
ITEM
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
(a) Charter
Communications, Inc. ("Charter"), the indirect parent company
and manager of CCO
Holdings, LLC and CCO Holdings Capital Corp., has
entered into an agreement
setting forth the terms under which Mr. Jeffrey T. Fisher
will serve as
Executive Vice President and Chief Financial Officer of Charter.
See Item 5.02
below for additional information. A
copy of
Mr. Fisher's employment agreement and press release announcing
his employment
are being filed with this report as Exhibits
10.1 and 99.1,
respectively.
(b) On
January
26, 2006, the Registrants, CCO Holdings, LLC and CCO
Holdings Capital Corp.,
indirect subsidiaries of Charter, entered into a Waiver
and Amendment agreement
with JPMorgan Chase Bank, N.A. as Administrative Agent
for J.P. Morgan
Securities Inc., Credit Suisse, Cayman Islands Branch
and Deutsche Bank
Securities Inc. The parties agreed to amend the Senior
Bridge Loan Agreement
dated as of October 17, 2005 in order to permit our parent
company, CCH II, LLC,
to issue a minimum of $400 million in senior notes the
proceeds of which would
be used to repay, but not permanently reduce, outstanding
amounts due under the
Amended and Restated Credit Agreement dated as of March
18, 1999 between Charter
Communications Operating LLC and JPMorgan Chase Bank,
N.A. as administrative
agent. The availability amount of $600 million under
the Senior Bridge Loan
Agreement will only be reduced by proceeds from the note
offering which are in
excess of $275 million (assuming $450 million of proceeds,
$425 million would
remain available under the bridge loan).
A
copy of
the Waiver and Amendment is being filed with this report
as Exhbit
10.2.
(c) On
January
26, 2006, our parent company, CCH II, LLC and CCH II Capital
Corp. (together,
the Issuers), entered into a purchase agreement
(the "Agreement") with J.
P. Morgan Securities Inc., Credit Suisse Securities (USA)
LLC and Deutsche Bank
Securities Inc. as representatives of several purchasers.
In the
Agreement, the Issuers agreed to issue and sell, in a private
transaction under
Rule 144A and Regulation S, $450 million in principal amount
of 10.25% Senior
Notes due 2010 (the "Notes"). In the Agreement,
the Issuers agreed to
issue the Notes with the benefit of a Registration Rights
Agreement and under a
Supplemental Indenture, each with terms substantially similar
to the terms of
the Issuers' existing 10.25% senior notes. The
Notes will bear interest at
10.25% per annum, payable on March 15 and September 15
of each year, will mature
on September 15, 2010 and are redeemable at the Issuers'
option on or after
September 15, 2008 at various redemption prices beginning
at 105.25% in
September 2008 and declining to par in September 2009.
In addition, from
the proceeds of certain equity offerings, we may redeem
up to 35% of the Notes
at 110.25% of their principal amount.
The
Issuers intend to use the foregoing net proceeds to repay,
but not permanently
reduce, the outstanding debt balances under the existing
revolving credit
facility of our subsidiary, Charter Communications Operating,
LLC.
A
copy of
the purchase agreement is being filed with this report
as Exhibit
10.3.
Copies
of
the press releases announcing the sale and the pricing
are being filed with this
report as Exhibits 99.2 and 99.3.
ITEM
2.03
CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
OF
REGISTRANT.
The
information in Item 1.01 (b) and (c) of this Form
8-K is hereby
incorporated by reference to this Item 2.03.
ITEM
5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS;
ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
Jeffrey
T. Fisher, 43, has been appointed to the position of Executive
Vice President
and Chief Financial Officer, effective February 6, 2006.
Prior to joining
Charter, Mr. Fisher was employed by Delta Airlines, Inc.
from 1998 to 2006 in a
number of positions including Senior Vice President - Restructuring
from
September 2005 until January 2006, President and General
Manager of Delta
Connection, Inc. from January to September 2005, Chief
Financial Officer of
Delta Connection from 2001 until January 2005, Vice President
of Finance,
Marketing and Sales Controller of Delta Airlines in 2001
and Vice President of
Financial Planning and Analysis of Delta Airlines from
2000 to 2001. Delta
Airlines filed a petition under Chapter 11 of the Bankruptcy
Code on September
14, 2005. Mr. Fisher received a BBM degree from Embry Riddle
University and a
MBA in International Finance from University of Texas in
Arlington,
Texas.
Charter
and Mr. Fisher entered into an employement agreement, dated
as of January 20,
2006 (the "Employment Agreement"), whereby Mr. Fisher will
serve in an executive
capacity as its Executive Vice President at a salary of
$500,000, to perform
such executive, managerial and administrative duties as
are assigned or
delegated by President and/ or Chief Executive Officer,
including but not
limited to serving as Chief Financial Officer. The term
of the Employment
Agreement is two years from the effective date. Under the
Employment Agreement,
Mr. Fisher will receive a signing bonus of $100,000 and
he shall be eligible to
receive a performance-based target bonus of up to 70% of
salary and to
participate in the Long Term Incentive Plan and to receive
such other employee
benefits as are available to other senior executives. Mr.
Fisher will
participate in the 2005 Executive Cash Award Plan commencing
in 2006 and, in
addition, Charter will provide the same additional benefit
to Mr. Fisher that he
would have been entitled to receive under the Cash Award
Plan if he had
participated in the Plan at the time of the inception of
the Plan in 2005. He
will also receive a grant of 50,000 restricted shares of
Charter's Class A
common stock, vesting in equal installments over a three-year
period from
employment date; an award of options to purchase 1,000,000
shares of Charter's
Class A common stock under terms of the stock incentive
plan on the effective
date of the Employment Agreement; and in the first quarter
of 2006, an award of
additional options to purchase 145,800 shares of Charter's
Class A common stock
under the stock incentive plan. Those options shall vest
in equal installments
over a four-year time period from the grant date. In addition,
in the first
quarter of 2006, he will receive 83,700 performance shares
under the stock
incentive plan and will be eligible to earn these shares
over a three-year
performance cycle from January 2006 to December 2008.
Mr.
Fisher will receive relocation assistance pursuant to Charter's
executive
homeowner relocation plan and the costs for temporary housing.
In the
event that Mr. Fisher is terminated by Charter without
"cause'' or for "good
reason,'' as those terms are defined in the employment
agreement, Mr. Fisher
will receive his salary for the remainder of the term of
the agreement or twelve
months' salary, whichever is greater; a pro rata bonus
for the year of
termination; a lump sum payment equal to payments due under
COBRA for the
greater of twelve months or the number of full months remaining
in the term of
the agreement; and the vesting of options and restricted
stock for as long as
severance payments are made. The Employment Agreement contains
a one-year
non-compete provision (or until the end of the term of
the agreement, if longer)
and a two-year non-solicitation clause.
The
full
text of the Employment Agreement is filed herewith as Exhibit
10.1.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibits are filed pursuant to Item 1.01
and Item 5.02:
|
Exhibit
Number
|
Description
|
|
| 10.1 | Employment Agreement dated as of January 20, 2006 (Incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of Charter Communications, Inc. filed on January 27, 2006 (File No. 000-27927)). | |
| 10.2 | Waiver and Amendment Agreement dated January 26, 2006 (Incorporated by reference to Exhibit 10.2 to the current report on Form 8-K of Charter Communications, Inc. filed on January 27, 2006 (File No. 000-27927)). | |
| 10.3 | Purchase Agreement dated January 26, 2006 (Incorporated by reference to Exhibit 10.3 to the current report on Form 8-K of Charter Communications, Inc. filed on January 27, 2006 (File No. 000-27927)). | |
| 99.1 | Press Release dated as of January 23, 2006 (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on January 27, 2006 (File No. 000-27927)). | |
| 99.2 | Press Release dated as of January 24, 2006 (Incorporated by reference to Exhibit 99.2 to the current report on Form 8-K of Charter Communications, Inc. filed on January 27, 2006 (File No. 000-27927)). | |
|
99.3
|
Press
Release dated as of January 26, 2006 (Incorporated
by reference to
Exhibit 99.3 to the current report on Form 8-K of
Charter Communications,
Inc. filed on January 27, 2006 (File No. 000-27927)).
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934,
CCO
Holdings, LLC and CCO Holdings Capital Corp. have duly
caused this Current Report to be signed on their behalf by the undersigned
hereunto duly authorized.
CCO
HOLDINGS, LLC
Registrant
By:
CHARTER COMMUNICATIONS, INC., Sole Manager
Dated: January
27, 2006
|
|
By:/s/
Grier C. Raclin
Name:
Grier C. Raclin
Title:
Executive Vice President and General
Counsel
|
CCO
HOLDINGS CAPITAL CORP.
Registrant
Dated:
January 27, 2006
|
|
By:/s/
Grier C. Raclin
Name:
Grier C. Raclin
Title:
Executive Vice President and General
Counsel
|
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
| 10.1 | Employment Agreement dated as of January 20, 2006 (Incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of Charter Communications, Inc. filed on January 27, 2006 (File No. 000-27927)). | |
| 10.2 | Waiver and Amendment Agreement dated January 26, 2006 (Incorporated by reference to Exhibit 10.2 to the current report on Form 8-K of Charter Communications, Inc. filed on January 27, 2006 (File No. 000-27927)). | |
| 10.3 | Purchase Agreement dated January 26, 2006 (Incorporated by reference to Exhibit 10.3 to the current report on Form 8-K of Charter Communications, Inc. filed on January 27, 2006 (File No. 000-27927)). | |
| 99.1 | Press Release dated as of January 23, 2006 (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on January 27, 2006 (File No. 000-27927)). | |
| 99.2 | Press Release dated as of January 24, 2006 (Incorporated by reference to Exhibit 99.2 to the current report on Form 8-K of Charter Communications, Inc. filed on January 27, 2006 (File No. 000-27927)). | |
|
99.3
|
Press
Release dated as of January 26, 2006 (Incorporated
by reference to
Exhibit 99.3 to the current report on Form 8-K of Charter
Communications,
Inc. filed on January 27, 2006 (File No. 000-27927)).
|