As
filed
pursuant to Rule 424(b)(3)
Registration
Statement File No. 333-121561
PROSPECTUS
SUPPLEMENT NO. 5
DATED
OCTOBER 18, 2005
Charter
Communications, Inc.
This
document supplements the prospectus, dated July 19, 2005, Prospectus Supplement
No. 1, dated August 9, 2005, Prospectus Supplement No. 2, dated August 30,
2005, Prospectus Supplement No. 3, dated September 15, 2005 and Prospectus
Supplement No. 4, dated September 23, 2005 (collectively, the "Prospectus"),
relating to the resale by certain holders of up to $862,500,000 aggregate
principal amount of Charter Communications, Inc.’s 5.875% convertible senior
notes due 2009 (the "Notes") and shares of common stock issuable upon conversion
thereof.
This
Prospectus Supplement relates to the resale by the holders of the Notes.
The
Prospectus is hereby amended by the
information contained in the attached Current Report on Form 8-K filed on
October 4, 2005. In addition, the information appearing in the Selling
Securityholder table included in this Prospectus Supplement, as of the date
hereof, supersedes the information in the table appearing under the heading
"Selling Securityholders" in the Prospectus.
If
the
information in this Prospectus Supplement is inconsistent with any information
contained in the Prospectus or in the reports, proxy statements or other
documents previously filed with the Securities and Exchange Commission
(collectively, the "SEC Reports") incorporated by reference in the Prospectus
or
delivered in connection therewith, the Prospectus and/or any SEC Report, as
applicable, shall be deemed superseded by this Supplement.
In
all
other ways, the Prospectus shall remain unchanged.
This
Prospectus Supplement should be read in conjunction with, and may not be
delivered or utilized without, the Prospectus.
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): September
9, 2005
Charter
Communications, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or Other Jurisdiction of Incorporation or Organization)
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000-27927
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43-1857213
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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:
|
o
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Written
communications pursuant to Rule 425 under the Securities
Act (17 CFR
230.425)
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|
o
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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))
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|
o
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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 MATERIAL DEFINITIVE AGREEMENT
On
September 28, 2005, Charter Communications, Inc. (“Charter”) announced the
closing of the offers of its subsidiaries CCH I, LLC (“CCH I”) and CCH I
Holdings, LLC (“CIH”) to exchange certain of the outstanding debt securities of
Charter Communications Holdings, LLC (“Charter Holdings”) in a private placement
for new debt securities as described in Item 8.01. “Other Events” and as
previously filed as Exhibits 99.1 and 99.2 to Charter's current report on
Form
8-K filed on October 4, 2005.
CCH
I Holdings, LLC Notes
In
September 2005, CIH and CCH I Holdings Capital Corp. jointly issued $2.5
billion
total principal amount of 9.92% to 13.50% senior accreting notes due 2014
and
2015 in exchange for an aggregate amount of $2.4 billion of Charter Holdings
notes due 2011 and 2012, spread over six series of notes and with varying
interest rates as set forth in the succeeding sentence. The notes are guaranteed
by Charter Holdings and are governed by the Indenture dated as of September
28,
2005 among CCH I Holdings, LLC and CCH I Holdings Capital Corp., as Issuers
and
Charter Communications Holdings, LLC, as Parent Guarantor, and The Bank of
New
York Trust Company, NA, as Trustee, governing: 11.125% Senior Accreting Notes
due 2014, 9.920% Senior Accreting Notes due 2014, 10.000% Senior Accreting
Notes
due 2014, 11.75% Senior Accreting Notes due 2014, 13.50% Senior Accreting
Notes
due 2014, 12.125% Senior Accreting Notes due 2015, and was previously filed
as
Exhibit 10.1 to Charter's current report on Form 8-K filed on October 4,
2005.
The
CIH
notes are senior debt obligations of CIH and CCH I Holdings Capital Corp.
They
rank equally with all other current and future unsecured, unsubordinated
obligations of CIH and CCH I Holdings Capital Corp. The CIH notes are
structurally subordinated to all obligations of subsidiaries of CIH, including
the CCH I notes, the CCH II notes, the CCO Holdings notes, the Renaissance
notes
and the Charter Operating notes.
The
CIH
notes may not be redeemed at the option of the issuers until September 30,
2007.
On or after such date, the CIH notes may be redeemed in accordance with the
following table.
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Note
Series
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Redemption
Dates
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Percentage
of Principal
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||||
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11.125%
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September
30, 2007 - January 14, 2008
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103.708
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%
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|||
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January
15, 2008 - January 14, 2009
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101.854
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%
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||||
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Thereafter
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100.0
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%
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||||
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9.92%
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September
30, 2007 - Thereafter
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100.0
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%
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|||
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10.0%
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September
30, 2007 - May 14, 2008
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103.333
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%
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|||
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May
15, 2008 - May 14, 2009
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101.667
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%
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||||
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Thereafter
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100.0
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%
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||||
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11.75%
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September
30, 2007 - May 14, 2008
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103.917
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%
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|||
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May
15, 2008 - May 14, 2009
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101.958
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%
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||||
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Thereafter
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100.0
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%
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||||
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13.5%
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September
30, 2007 - January 14, 2008
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104.5
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%
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|||
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January
15, 2008 - January 14, 2009
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102.25
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%
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||||
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Thereafter
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100.0
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%
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||||
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12.125%
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September
30, 2007 - January 14, 2008
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106.063
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%
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|||
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January
15, 2008 - January 14, 2009
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104.042
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%
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||||
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January
15, 2009 - January 14, 2010
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102.021
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%
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||||
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Thereafter
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100.0
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%
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||||
In
the
event that a specified change of control event happens, CIH and CCH I Holdings
Capital Corp. must offer to repurchase any outstanding notes at a price equal
to
the sum of the accreted value of the notes plus accrued and unpaid interest
plus
a premium that varies over time.
The
indenture governing the CIH notes contains restrictive covenants similar
to
those contained in the indenture governing the Charter Holdings notes with
the
following exceptions:
|
•
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The
debt incurrence covenant permits up to 9.75 billion (rather than
3.5
billion) of debt under credit facilities (less the amount of net
proceeds
of asset sales applied to repay such debt as required by the asset
sale
covenant).
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||
|
•
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CIH
and its restricted subsidiaries are generally permitted to pay
dividends
on equity interests, repurchase interests, or make other specified
restricted payments only if, after giving pro forma effect to the
transaction, the CIH Leverage Ratio would be below 8.75 to 1.0
and if no
default exists or would exist as a consequence of such incurrence.
If
those conditions are met, restricted payments in a total amount
of up to
the sum of (1) the greater of (a) $500 million or (b) 100% of CIH
consolidated EBITDA, as defined, minus 1.2 times its consolidated
interest
expense, plus (2) 100% of new cash and non-cash equity proceeds
received
by CIH and not allocated to the debt incurrence covenant or to
permitted
investments, all cumulatively from March 1999, the date of the
first
Charter Holdings indenture.
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||
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•
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Instead
of the $150 million and $50 million permitted investment baskets,
there is
a $750 million permitted investment
basket.
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CCH
I, LLC Notes
In
September 2005, CCH I and CCH I Capital Corp. jointly issued $3.5 billion
total
principal amount of 11% senior secured notes due October 2015 in exchange
for an
aggregate amount of $4.2 billion of certain Charter Holdings notes. The notes
are guaranteed by Charter Holdings and are secured by a pledge of 100% of
the
equity interest of CCH I’s wholly owned direct subsidiary, CCH II. Such pledge
is subject to significant limitations. The pledge agreement was previously
filed
as Exhibit 10.15 to Charter's current report on Form 8-K filed on October
4,
2005. Interest on the CCH I notes accrues at 11% per annum and is payable
semi-annually in arrears on each April 1 and October 1, commencing on April
1,
2006. The notes are governed by the Indenture dated as of September 28, 2005
among CCH I, LLC and CCH I Capital Corp., as Issuers, Charter Communications
Holdings, LLC, as Parent Guarantor, and The Bank of New York Trust Company,
NA,
as Trustee, governing 11.00% Senior Secured Notes due 2015 and was previously
filed as Exhibit 10.2 to Charter's current report on Form 8-K filed on October
4, 2005.
The
CCH I
notes are senior debt obligations of CCH I and CCH I Capital Corp. To the
extent
of the value of the collateral, they rank senior to all of CCH I’s future
unsecured senior indebtedness. The CCH I notes are structurally subordinated
to
all obligations of subsidiaries of CCH I, including the CCH II notes, CCO
Holdings notes, the Renaissance notes and the Charter Operating notes. CCH
I and
CCH I Capital Corp. may, prior to October 1, 2008 in the event of a qualified
equity offering providing sufficient proceeds, redeem up to 35% of the aggregate
principal amount of the CCH I notes at a redemption price of 111% of the
principal amount plus accrued interest. Aside from this provision, CCH I
and CCH
I Capital Corp. may not redeem at their option any of the notes prior to
October
1, 2010. On or after October 1, 2010, CCH I and CCH I Capital Corp. may redeem,
in whole or in part, CCH I notes at the applicable prices (expressed as
percentages of principal amount) listed below, plus accrued and unpaid interest
if redeemed during the twelve month period beginning on October 1 of the
years
listed below.
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Year
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Percentage
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|||
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2010
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105.5%
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|||
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2011
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102.75%
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|||
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2012
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101.375%
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|||
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2013
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100.0%
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|||
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2014
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100.0%
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|||
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2015
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100.0%
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|||
If
a
change of control occurs, each holder of the CCH I notes will have the right
to
require the repurchase of all or any part of that holder’s CCH I notes at 101%
of the principal amount plus accrued and unpaid interest. The indenture
governing the CCH I notes contains restrictive covenants that limit certain
transactions or activities by CCH I and its restricted subsidiaries, including
the covenants summarized below.
Substantially
all of CCH I’s direct and indirect subsidiaries are currently restricted
subsidiaries. The covenant in the indenture governing the CCH I notes that
restricts incurrence of debt and issuance of preferred stock permits CCH
I and
its subsidiaries to incur or issue specified amounts of debt or preferred
stock,
if, after giving pro forma affect to the incurrence or issuance, CCH I could
meet a leverage ratio (ratio of consolidated debt to four times EBITDA, as
defined, from the most recent fiscal quarter for which internal financial
reports are available) of 7.5 to 1.0.
In
addition, regardless of whether the leverage ratio could be met, so long
as no
default exists or would result from the incurrence or issuance, CCH I and
its
restricted subsidiaries are permitted to incur or issue:
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•
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up
to $9.75 billion of debt under credit facilities (less the amount
of net
proceeds of asset sales applied to repay such debt as required
by the
asset sale covenant);
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||
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•
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up
to $75 million of debt incurred to finance the purchase or capital
lease
of new assets;
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||
|
•
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up
to $300 million of additional debt for any purpose; and
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||
|
•
|
other
items of indebtedness for specific purposes such as intercompany
debt,
refinancing of existing debt, and interest rate swaps to provide
protection against fluctuation in interest
rates.
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The
restricted subsidiaries of CCH I are generally not permitted to issue debt
securities contractually subordinated to other debt of the issuing subsidiary
or
preferred stock, in either case in any public offering or private placement.
The
CCH I indenture generally permits CCH I and its restricted subsidiaries to
incur
debt under one category, and later reclassify that debt into another category.
The Charter Operating credit facilities generally impose more restrictive
limitations on incurring new debt than those in the CCH I indenture, so our
subsidiaries that are subject to credit facilities are not permitted to utilize
the full debt incurrence that would otherwise be available under the CCH
I
indenture covenants.
Generally,
under the CCH I indenture:
CCH
I and
its restricted subsidiaries are permitted to pay dividends on equity interests,
repurchase interests, or make other specified restricted payments only if
CCH I
can incur $1.00 of new debt under the leverage ratio test, which requires
that
CCH I meet a 7.5 to 1.0 leverage ratio after giving effect to the transaction,
and if no default exists or would exist as a consequence of such incurrence.
If
those conditions are met, restricted payments are permitted in a total amount
of
up to 100% of CCH I’s consolidated EBITDA, as defined, minus 1.3 times its
consolidated interest expense, plus 100% of new cash and appraised non-cash
equity proceeds received by CCH I and not allocated to certain investments,
all
cumulatively from September 28, 2005, plus $100 million.
In
addition, CCH I and its restricted subsidiaries may make distributions or
restricted payments, so long as no default exists or would be caused by the
transaction:
|
•
|
to
repurchase management equity interests in amounts not to exceed
$10
million per fiscal year;
|
||
|
•
|
to
pay, regardless of the existence of any default, pass-through tax
liabilities in respect of ownership of equity interests in CCH
I or its
restricted subsidiaries;
|
||
|
•
|
to
enable certain of its parents to pay interest on certain of their
indebtedness;
|
||
|
•
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to
enable certain of its parents to purchase, redeem or refinance
certain
indebtedness, so long as CCH I could incur $1.00 of indebtedness
under the
7.5 to 1.0 leverage ratio test referred to above; or
|
||
|
•
|
to
make other specified restricted payments including merger fees
up to 1.25%
of the transaction value, repurchases using concurrent new issuances,
and
certain dividends on existing subsidiary preferred equity
interests.
|
The
indenture governing the CCH I notes restricts CCH I and its restricted
subsidiaries from making investments, except specified permitted investments,
or
creating new unrestricted subsidiaries, if there is a default under the
indenture or if CCH I could not incur $1.00 of new debt under the 7.5 to
1.0
leverage ratio test described above after giving effect to the transaction.
Permitted
investments include:
|
•
|
investments
by CCH I and its restricted subsidiaries in CCH I and in other
restricted
subsidiaries;
|
|
•
|
or
entities that become restricted subsidiaries as a result of the
investment;
|
||
|
•
|
investments
aggregating up to 100% of new cash equity proceeds received by
CCH I since
September 28, 2005 to the extent the proceeds have not been allocated
to
the restricted payments covenant described above;
|
||
|
•
|
other
investments up to $750 million outstanding at any time;
and
|
||
|
•
|
certain
specified additional investments, such as investments in customers
and
suppliers in the ordinary course of business and investments received
in
connection with permitted asset
sales.
|
CCH
I is
not permitted to grant liens on its assets other than specified permitted
liens.
Permitted liens include liens securing the purchase price of new assets,
liens
securing indebtedness up to $50 million and other specified liens. The lien
covenant does not restrict liens on assets of subsidiaries of CCH I.
CCH
I and
CCH I Capital Corp., its co-issuer, are generally not permitted to sell all
or
substantially all of their assets or merge with or into other companies unless
their leverage ratio after any such transaction would be no greater than
their
leverage ratio immediately prior to the transaction, or unless CCH I and
its
subsidiaries could incur $1.00 of new debt under the 7.50 to 1.0 leverage
ratio
test described above after giving effect to the transaction, no default exists,
and the surviving entity is a U.S. entity that assumes the CCH I notes.
CCH
I and
its restricted subsidiaries may generally not otherwise sell assets or, in
the
case of restricted subsidiaries, issue equity interests, unless they receive
consideration at least equal to the fair market value of the assets or equity
interests, consisting of at least 75% in cash, assumption of liabilities,
securities converted into cash within 60 days or productive assets. CCH I
and
its restricted subsidiaries are then required within 365 days after any asset
sale either to commit to use the net cash proceeds over a specified threshold
to
acquire assets, including current assets, used or useful in their businesses
or
use the net cash proceeds to repay certain debt, or to offer to repurchase
the
CCH I notes with any remaining proceeds.
CCH
I and
its restricted subsidiaries may generally not engage in sale and leaseback
transactions unless, at the time of the transaction, CCH I could have incurred
secured indebtedness in an amount equal to the present value of the net rental
payments to be made under the lease, and the sale of the assets and application
of proceeds is permitted by the covenant restricting asset sales.
CCH
I’s
restricted subsidiaries may generally not enter into restrictions on their
ability to make dividends or distributions or transfer assets to CCH I on
terms
that are materially more restrictive than those governing their debt, lien,
asset sale, lease and similar agreements existing when they entered into
the
indenture.
The
restricted subsidiaries of CCH I are generally not permitted to guarantee
or
pledge assets to secure other debt of CCH I, unless the guarantying subsidiary
issues a guarantee of the CCH I notes and waives any rights of reimbursement,
indemnity or subrogation arising from the guarantee transaction for at least
one
year.
The
indenture also restricts the ability of CCH I and its restricted subsidiaries
to
enter into certain transactions with affiliates involving consideration in
excess of $15 million without a determination by the board of directors that
the
transaction is on terms no less favorable than arms-length, or transactions
with
affiliates involving over $50 million without receiving an independent opinion
as to the fairness of the transaction to the holders of the CCH I notes.
As
part
of the transaction, Charter Holdings and another Charter subsidiary, Charter
Communications Holdings Capital Corporation, entered into supplemental
indentures. The supplemental indentures are described as follows and were
previously filed as exhibits to Charter's current report on Form 8-K filed
on
October 4, 2005:
First
Supplemental indenture dated as of September 28, 2005 among Charter
Communications Holding, LLC, Charter Communications Holdings Capital Corporation
and BNY Midwest Trust Company as Trustee governing 8.625% Senior Notes due
2009,
previously filed as exhibit 10.3 to Charter's current report on Form 8-K
filed
on October 4, 2005.
First
Supplemental indenture dated as of September 28, 2005 among Charter
Communications Holding, LLC, Charter Communications Holdings Capital Corporation
and BNY Midwest Trust Company as Trustee governing 9.92% Senior Notes due
2011,
previously filed as exhibit 10.4 to Charter's current report on Form 8-K
filed
on October 4, 2005.
First
Supplemental indenture dated as of September 28, 2005 among Charter
Communications Holding, LLC, Charter Communications Holdings Capital Corporation
and BNY Midwest Trust Company as Trustee governing 10.00% Senior Notes due
2009,
previously filed as exhibit 10.5 to Charter's current report on Form 8-K
filed
on October 4, 2005.
First
Supplemental indenture dated as of September 28, 2005 among Charter
Communications Holding, LLC, Charter Communications Holdings Capital Corporation
and BNY Midwest Trust Company as Trustee governing 10.25% Senior Notes due
2010,
previously filed as exhibit 10.6 to Charter's current report on Form 8-K
filed
on October 4, 2005.
First
Supplemental indenture dated as of September 28, 2005 among Charter
Communications Holding, LLC, Charter Communications Holdings Capital Corporation
and BNY Midwest Trust Company as Trustee governing 11.75% Senior Notes due
2010,
previously filed as exhibit 10.7 to Charter's current report on Form 8-K
filed
on October 4, 2005.
First
Supplemental indenture dated as of September 28, 2005 among Charter
Communications Holding, LLC, Charter Communications Holdings Capital Corporation
and BNY Midwest Trust Company as Trustee governing 10.75% Senior Notes due
2009,
previously filed as exhibit 10.8 to Charter's current report on Form 8-K
filed
on October 4, 2005.
First
Supplemental indenture dated as of September 28, 2005 among Charter
Communications Holding, LLC, Charter Communications Holdings Capital Corporation
and BNY Midwest Trust Company as Trustee governing 11.125% Senior Notes due
2011, previously filed as exhibit 10.9 to Charter's current report on Form
8-K
filed on October 4, 2005.
First
Supplemental indenture dated as of September 28, 2005 among Charter
Communications Holding, LLC, Charter Communications Holdings Capital Corporation
and BNY Midwest Trust Company as Trustee governing 13.50% Senior Notes due
2011,
previously filed as exhibit 10.10 to Charter's current report on Form 8-K
filed
on October 4, 2005.
Third
Supplemental indenture dated as of September 28, 2005 among Charter
Communications Holding, LLC, Charter Communications Holdings Capital Corporation
and BNY Midwest Trust Company as Trustee governing 9.625% Senior Notes due
2009,
previously filed as exhibit 10.11 to Charter's current report on Form 8-K
filed
on October 4, 2005.
Third
Supplemental indenture dated as of September 28, 2005 among Charter
Communications Holding, LLC, Charter Communications Holdings Capital Corporation
and BNY Midwest Trust Company as Trustee governing 10.000% Senior Notes due
2011, previously filed as exhibit 10.12 to Charter's current report on Form
8-K
filed on October 4, 2005.
First
Supplemental indenture dated as of September 28, 2005 among Charter
Communications Holding, LLC, Charter Communications Holdings Capital Corporation
and BNY Midwest Trust Company as Trustee governing 11.75% Senior Notes due
2011,
previously filed as exhibit 10.13 to Charter's current report on Form 8-K
filed
on October 4, 2005.
Second
Supplemental indenture dated as of September 28, 2005 among Charter
Communications Holding, LLC, Charter Communications Holdings Capital Corporation
and BNY Midwest Trust Company as Trustee governing 12.125% Senior Notes due
2012, previously filed as exhibit 10.14 to Charter's current report on Form
8-K
filed on October 4, 2005.
Each
supplemental indenture amended the definition of “Permitted Investments” to read
as follows:
“(1)
any
Investment by the Company in a Restricted Subsidiary thereof, or any Investment
by a Restricted Subsidiary of the Company in the Company or in another
Restricted Subsidiary of the Company.”
ITEM
2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OR A REGISTRANT.
The
information in Item 1.01 of this Form 8-K is hereby incorporated by reference
to
this Item 2.03.
ITEM
8.01. OTHER EVENTS.
On
September 27, 2005, Charter Communications, Inc. (“Charter”) announced the final
results of the exchange offers by Charter Communications Holdings, LLC (“Charter
Holdings”), CCH I, LLC (“CCH I”) and CCH I Holdings, LLC (“CIH”) for any and all
of certain outstanding debt securities of Charter Holdings in a private
placement for new debt securities of CCH I and CIH. CCH I, CIH and Charter
Holdings are indirect, wholly-owned subsidiaries of Charter. On September
28,
2005, Charter announced the closing of the exchange offers and the issuance
of
the new debt securities.
A
press
release announcing the final results of the number of securities tendered
was
previously filed as Exhibit 99.1 to Charter's current report on Form 8-K
filed
on October 4, 2005.
A
press
release announcing the closing of the exchange offers was prefiously filed
as
Exhibit 99.2 to Charter's current report on Form 8-K filed on October 4,
2005.
ITEM
9.01
FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibits are filed pursuant to Items 1.01 and 8.01:
|
Exhibit
|
||
|
Number
|
Description
|
|
|
10.1
|
Indenture
dated as of September 28, 2005 among CCH I Holdings, LLC and CCH
I
Holdings Capital Corp., as Issuers and Charter Communications Holdings,
LLC, as Parent Guarantor, and The Bank of New York Trust Company,
NA, as
Trustee, governing: 11.125% Senior Accreting Notes due 2014, 9.920%
Senior
Accreting Notes due 2014, 10.000% Senior Accreting Notes due 2014,
11.75%
Senior Accreting Notes due 2014, 13.50% Senior Accreting Notes
due 2014,
12.125% Senior Accreting Notes due 2015 (Exhibit 10.1 not included
in this
Prospectus Supplement).
|
|
|
10.2
|
Indenture
dated as of September 28, 2005 among CCH I, LLC and CCH I Capital
Corp.,
as Issuers, Charter Communications Holdings, LLC, as Parent Guarantor,
and
The Bank of New York Trust Company, NA, as Trustee, governing 11.00%
Senior Secured Notes due 2015 (Exhibit 10.2 not included in this
Prospectus Supplement).
|
|
|
10.3
|
First
Supplemental indenture dated as of September 28, 2005 among Charter
Communications Holding, LLC, Charter Communications Holdings Capital
Corporation and BNY Midwest Trust Company as Trustee governing
8.625%
Senior Notes due 2009 (Exhibit 10.3 not included in this Prospectus
Supplement).
|
|
|
10.4
|
First
Supplemental indenture dated as of September 28, 2005 among Charter
Communications Holding, LLC, Charter Communications Holdings Capital
Corporation and BNY Midwest Trust Company as Trustee governing
9.92%
Senior Notes due 2011 (Exhibit 10.4 not included in this Prospectus
Supplement).
|
|
|
10.5
|
First
Supplemental indenture dated as of September 28, 2005 among Charter
Communications Holding, LLC, Charter Communications Holdings Capital
Corporation and BNY Midwest Trust Company as Trustee governing
10.00%
Senior Notes due 2009 (Exhibit 10.5 not included in this Prospectus
Supplement).
|
|
|
10.6
|
First
Supplemental indenture dated as of September 28, 2005 among Charter
Communications Holding, LLC, Charter Communications Holdings Capital
Corporation and BNY Midwest Trust Company as Trustee governing
10.25%
Senior Notes due 2010 (Exhibit 10.6 not included in this Prospectus
Supplement).
|
|
|
10.7
|
First
Supplemental indenture dated as of September 28, 2005 among Charter
Communications Holding, LLC, Charter Communications Holdings Capital
Corporation and BNY Midwest Trust Company as Trustee governing
11.75%
Senior Notes due 2010 (Exhibit 10.7 not included in this Prospectus
Supplement).
|
|
|
10.8
|
First
Supplemental indenture dated as of September 28, 2005 among Charter
Communications Holding, LLC, Charter Communications Holdings Capital
Corporation and BNY Midwest Trust Company as Trustee governing
10.75%
Senior Notes due 2009 (Exhibit 10.8 not included in this Prospectus
Supplement).
|
|
|
10.9
|
First
Supplemental indenture dated as of September 28, 2005 among Charter
Communications Holding, LLC, Charter Communications Holdings Capital
Corporation and BNY Midwest Trust Company as Trustee governing
11.125%
Senior Notes due 2011 (Exhibit 10.9 not included in this Prospectus
Supplement).
|
|
|
10.10
|
First
Supplemental indenture dated as of September 28, 2005 among Charter
Communications Holding, LLC, Charter Communications Holdings Capital
Corporation and BNY Midwest Trust Company as Trustee governing
13.50%
Senior Notes due 2011 (Exhibit 10.10 not included in this Prospectus
Supplement).
|
|
|
10.11
|
Third
Supplemental indenture dated as of September 28, 2005 among Charter
Communications Holding, LLC, Charter Communications Holdings Capital
Corporation and BNY Midwest Trust Company as Trustee governing
9.625%
Senior Notes due 2009 (Exhibit 10.11 not included in this Prospectus
Supplement).
|
|
|
10.12
|
Third
Supplemental indenture dated as of September 28, 2005 among Charter
Communications Holding, LLC, Charter Communications Holdings Capital
Corporation and BNY Midwest Trust Company as Trustee governing
10.000%
Senior Notes due 2011 (Exhibit 10.12 not included in this Prospectus
Supplement).
|
|
|
10.13
|
First
Supplemental indenture dated as of September 28, 2005 among Charter
Communications Holding,
LLC, Charter Communications Holdings Capital Corporation and BNY
Midwest
Trust Company as Trustee governing 11.75% Senior Notes due 2011
(Exhibit
10.13 not included in this Prospectus
Supplement).
|
|
10.14
|
Second
Supplemental indenture dated as of September 28, 2005 among Charter
Communications Holding, LLC, Charter Communications Holdings Capital
Corporation and BNY Midwest Trust Company as Trustee governing
12.125%
Senior Notes due 2012 (Exhibit 10.14 not included in this Prospectus
Supplement).
|
|
|
10.15
|
Pledge
Agreement made by CCH I, LLC in favor of The Bank of New York Trust
Company, NA, as Collateral Agent dated as of September 28, 2005
(Exhibit
10.15 not included in this Prospectus Supplement).
|
|
|
99.1
|
Press
release dated September 27, 2005 announcing final results of private
debt
exchange offers (Exhibit 99.1 not included in this Prospectus
Supplement).
|
|
|
99.2
|
Press
release dated September 28, 2005 announcing closing of private
debt
exchange offers (Exhibit 99.2 not included in this Prospectus
Supplement).
|
The
information appearing in the table below, as of the date hereof, supersedes
the
information in the table appearing under the heading "Selling Securityholders"
in the Prospectus:
|
Shares
of Class A
|
|
||||||||||||
|
|
|
|
Convertible
Senior
Notes
|
|
|
Common
Stock
|
|||||||
|
Shares
of
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
Class
A
|
||||
|
|
|
|
|
|
|
Principal
|
|
|
Common
|
|
|
|
|
|
|
|
|
Amount
of
|
|
|
Amount
of
|
|
|
Stock
|
|
|
|
|
|
|
|
|
Notes
Owned
|
|
|
Notes
That
|
|
|
Owned
|
|
|
Shares
That
|
|
|
Selling
Securityholder
|
|
|
Before
Offering
|
|
|
May
Be Sold
|
|
|
Before
Offering
|
|
|
May
Be Sold
|
|
|
ADAR
Investment Fund LTD
|
$
|
22,145,000
|
$
|
22,145,000
|
9,150,825
|
9,150,825
|
|||||||
|
AG
Offshore Convertibles, Ltd.
|
$
|
30,500,000
|
$
|
30,500,000
|
12,603,304
|
12,603,304
|
|||||||
|
AHFP
Context
|
$
|
300,000
|
$
|
300,000
|
123,966
|
123,966
|
|||||||
|
Akanthos
Arbitrage Master Fund, LP
|
$
|
16,000,000
|
$
|
16,000,000
|
6,611,569
|
6,611,569
|
|||||||
|
Argent
Classic Convertible Arbitrage Fund L.P.
|
$
|
2,590,000
|
$
|
2,590,000
|
1,070,247
|
1,070,247
|
|||||||
|
Argent
Classic Convertible Arbitrage Fund II, L.P.
|
$
|
350,000
|
$
|
350,000
|
144,625
|
144,628
|
|||||||
|
Argent
Classic Convertible Arbitrage Fund (Bermuda) Ltd.
|
$
|
7,670,000
|
$
|
7,670,000
|
3,169,421
|
3,169,421
|
|||||||
|
Argent
Opportunities Fund LLC
|
$
|
150,000
|
$
|
150,000
|
61,983
|
61,983
|
|||||||
|
Banc
of America Securities LLC (1)
|
$
|
350,000
|
$
|
350,000
|
144,628
|
144,628
|
|||||||
|
Basso
Fund Ltd.
|
$
|
2,392,000
|
$
|
2,392,000
|
988,429
|
988,429
|
|||||||
|
Basso
Holdings Ltd.
|
$
|
5,290,000
|
$
|
5,290,000
|
2,185,950
|
2,185,950
|
|||||||
|
Basso
Multi-Strategy Holding Fund Ltd.
|
$
|
11,290,000
|
$
|
11,290,000
|
4,665,288
|
4,665,288
|
|||||||
|
BBT
Fund, L.P.
|
$
|
3,000,000
|
$
|
3,000,000
|
1,239,669
|
1,239,669
|
|||||||
|
Bear,
Stearns & Co., Inc. (1)
|
$
|
1,000,000
|
$
|
1,000,000
|
413,223
|
413,223
|
|||||||
|
Canyon
Balanced Equity Master Fund, Ltd.
|
$
|
375,000
|
$
|
375,000
|
154,958
|
154,958
|
|||||||
|
Canyon
Value Realization Fund L.P.
|
$
|
760,000
|
$
|
760,000
|
314,049
|
314,049
|
|||||||
|
Canyon
Value Realization MAC 18, Ltd.
|
$
|
35,000
|
$
|
35,000
|
14,462
|
14,462
|
|||||||
|
CC
Convertible Arbitrage, Ltd.
|
$
|
4,950,000
|
$
|
4,950,000
|
2,045,454
|
2,045,454
|
|||||||
|
Citadel
Equity Fund Ltd.
|
$
|
10,000,000
|
$
|
10,000,000
|
4,132,231
|
4,132,231
|
|||||||
|
Citigroup
Global Markets, Inc.(1)
|
$
|
23,751,000
|
$
|
23,751,000
|
9,814,461
|
9,814,461
|
|||||||
|
Citigroup
Global Markets Ltd.(1)
|
$
|
141,387,000
|
$
|
141,387,000
|
58,424,374
|
58,424,374
|
|||||||
|
CNH
CA Master Account, L.P.
|
$
|
1,500,000
|
$
|
1,500,000
|
619,834
|
619,834
|
|||||||
|
Concentrated
Alpha Partners, L.P.
|
$
|
1,050,000
|
$
|
1,050,000
|
433,884
|
433,884
|
|||||||
|
Context
Convertible Arbitrage Fund, LP
|
$
|
1,725,000
|
$
|
1,725,000
|
712,809
|
712,809
|
|||||||
|
Context
Convertible Arbitrage Offshore, Ltd.
|
$
|
5,400,000
|
$
|
5,400,000
|
2,231,404
|
2,231,404
|
|||||||
|
Corporate
High Yield III, Inc.
|
$
|
945,000
|
$
|
945,000
|
390,495
|
390,495
|
|||||||
|
Corporate
High Yield V, Inc.
|
$
|
1,555,000
|
$
|
1,555,000
|
642,561
|
642,561
|
|||||||
|
Corporate
High Yield VI, Inc.
|
$
|
1,625,000
|
$
|
1,625,000
|
671,487
|
671,487
|
|||||||
|
Corporate
High Yield Fund, Inc.
|
$
|
875,000
|
$
|
875,000
|
361,570
|
361,570
|
|||||||
|
Credit
Suisse First Boston Europe LTD (1)
|
$
|
25,000,000
|
$
|
25,000,000
|
10,330,577
|
10,330,577
|
|||||||
|
Credit
Suisse First Boston LLC (1)
|
$
|
3,000,000
|
$
|
3,000,000
|
1,239,669
|
1,239,669
|
|||||||
|
CSS,
LLC
|
$
|
1,500,000
|
$
|
1,500,000
|
619,834
|
619,834
|
|||||||
|
DBAG
London
|
$
|
13,600,000
|
$
|
13,600,000
|
5,619,834
|
5,619,834
|
|||||||
|
Deephaven
Domestic Convertible Trading Ltd.
|
$
|
4,650,000
|
$
|
4,650,000
|
1,921,487
|
1,921,487
|
|||||||
|
Delaware
Delchester Fund
|
$
|
1,080,000
|
$
|
1,080,000
|
446,280
|
446,280
|
|||||||
|
Delaware
Diversified Income Fund
|
$
|
415,000
|
$
|
415,000
|
171,487
|
171,487
|
|||||||
|
Delaware
Dividend Income Fund
|
$
|
500,000
|
$
|
500,000
|
206,611
|
206,611
|
|||||||
|
Delaware
Group Equity Funds I-Delaware Balanced Fund Series
|
$
|
10,000
|
$
|
10,000
|
4,132
|
4,132
|
|||||||
|
Delaware
High-Yield Opportunities Fund
|
$
|
290,000
|
$
|
290,000
|
119,834
|
119,834
|
|||||||
|
Delaware
VIP Diversified Income Series
|
$
|
45,000
|
$
|
45,000
|
18,595
|
18,595
|
|||||||
|
Delaware
VIP High Yield Series
|
$
|
655,000
|
$
|
655,000
|
270,661
|
270,661
|
|||||||
|
Deutsche
Bank Securities Inc. (1)
|
$
|
4,584,000
|
$
|
4,584,000
|
1,894,214
|
1,894,214
|
|||||||
|
Dividend
& Income Fund
|
$
|
165,000
|
$
|
165,000
|
68,181
|
68,181
|
|||||||
|
DKR
Saturn Multi-Strategy Holding Fund Ltd.
|
$
|
2,000,000
|
$
|
2,000,000
|
826,446
|
826,446
|
|||||||
|
Duma
Master Fund, L.P.
|
$
|
1,000,000
|
$
|
1,000,000
|
413,223
|
413,223
|
|||||||
|
Edge
Investment Master Fund, LTD
|
$
|
3,500
|
$
|
3,500
|
1,446
|
1,446
|
|||||||
|
Eton
Park Fund, L.P.
|
$
|
1,872,000
|
$
|
1,872,000
|
773,553
|
773,553
|
|||||||
|
Eton
Park Master Fund, Ltd.
|
$
|
2,928,000
|
$
|
2,928,000
|
1,209,917
|
1,209,917
|
|||||||
|
Fidelity
Advisor Series II: Fidelity Advisor High Income Advantage Fund
(2)
|
$
|
22,580,000
|
$
|
22,580,000
|
9,330,578
|
9,330,578
|
|||||||
|
Fidelity
Financial Trust: Fidelity Convertible Securities Fund (2)
|
$
|
11,300,000
|
$
|
11,300,000
|
4,669,421
|
4,669,421
|
|||||||
|
Fidelity
Financial Trust: Fidelity Strategic Dividend & Income Fund
(2)
|
$
|
700,000
|
$
|
700,000
|
289,256
|
289,256
|
|||||||
|
Fidelity
Management Trust Company on behalf of funds and accounts managed
by it
(3)
|
$
|
7,420,000
|
$
|
7,420,000
|
3,066,115
|
3,066,115
|
|||||||
|
Finch
Tactical Plus Class B
|
$
|
200,000
|
$
|
200,000
|
82,644
|
82,644
|
|||||||
|
Fore
Convertible Master Fund, Ltd.
|
$
|
1,500,000
|
$
|
1,500,000
|
619,834
|
619,834
|
|||||||
|
Fore
ERISA Fund, Ltd.
|
$
|
179,000
|
$
|
179,000
|
73,966
|
73,966
|
|||||||
|
Fore
Multi Strategy Master Fund, Ltd.
|
$
|
350,000
|
$
|
350,000
|
144,628
|
144,628
|
|||||||
|
Fore
Opportunity Fund, LP
|
$
|
69,000
|
$
|
69,000
|
28,512
|
28,512
|
|||||||
|
Fore
Opportunity Offshore Fund, Ltd
|
$
|
231,000
|
$
|
231,000
|
95,454
|
95,454
|
|||||||
|
Geode
U.S. Convertible Arbitrage Fund, aggregated account of Geode Capital
Master Fund Ltd.
|
$
|
3,000,000
|
$
|
3,000,000
|
1,239,669
|
1,239,669
|
|||||||
|
Global
Dividend & Income Fund
|
$
|
40,000
|
$
|
40,000
|
16,528
|
16,528
|
|||||||
|
Goldman
Sachs & Co. (1)
|
$
|
47,313,000
|
$
|
47,313,000
|
19,550,824
|
19,550,824
|
|||||||
|
Grace
Brothers, Ltd.
|
$
|
1,500,000
|
$
|
1,500,000
|
619,834
|
619,834
|
|||||||
|
Greywolf
Capital Overseas Fund
|
$
|
6,475,000
|
$
|
6,475,000
|
2,675,619
|
2,675,619
|
|||||||
|
Greywolf
Capital Partners II LP
|
$
|
1,525,000
|
$
|
1,525,000
|
630,165
|
630,165
|
|||||||
|
Greywolf
High Yield Master Fund
|
$
|
2,000,000
|
$
|
2,000,000
|
826,446
|
826,446
|
|||||||
|
Guggenheim
Portfolio Company VIII (Cayman), Ltd.
|
$
|
1,138,000
|
$
|
1,138,000
|
470,247
|
470,247
|
|||||||
|
HFR
RVA Combined Master Trust
|
$
|
125,000
|
$
|
125,000
|
51,652
|
51,652
|
|||||||
|
Highbridge
International LLC
|
$
|
36,520,000
|
$
|
36,520,000
|
15,090,907
|
15,090,907
|
|||||||
|
Institutional
Benchmarks Master Fund, Ltd.
|
$
|
35,000
|
$
|
35,000
|
14,462
|
14,462
|
|||||||
|
Kamunting
Street Master Fund, LTD
|
$
|
22,500,000
|
$
|
22,500,000
|
9,297,519
|
9,297,519
|
|||||||
|
KBC
Financial Products USA Inc.
|
$
|
4,885,000
|
$
|
4,885,000
|
2,018,594
|
2,018,594
|
|||||||
|
KDC
Convertible Arbfund L.P.
|
$
|
2,000,000
|
$
|
2,000,000
|
826,446
|
826,446
|
|||||||
|
Laurel
Ridge Capital, LP
|
$
|
5,000,000
|
$
|
5,000,000
|
2,066,115
|
2,066,115
|
|||||||
|
LDG
Limited
|
$
|
322,000
|
$
|
322,000
|
133,057
|
133,057
|
|||||||
|
Lincoln
National Life Insurance Company Separate Account 20
|
$
|
590,000
|
$
|
590,000
|
243,801
|
243,801
|
|||||||
|
Lyxor/
Context Fund Ltd.
|
$
|
1,075,000
|
$
|
1,075,000
|
444,214
|
444,214
|
|||||||
|
Man
Mac I, Limited
|
$
|
3,391,000
|
$
|
3,391,000
|
1,401,239
|
1,401,239
|
|||||||
|
Marathon
Global Convertible Master Fund Ltd.
|
$
|
1,500,000
|
$
|
1,500,000
|
619,834
|
619,834
|
|||||||
|
Merced
Partners Limited Partnership
|
$
|
2,500,000
|
$
|
2,500,000
|
1,033,057
|
1,033,057
|
|||||||
|
Merrill
Lynch Bond High Income Fund (1)
|
$
|
9,000,000
|
$
|
9,000,000
|
3,719,007
|
3,719,007
|
|||||||
|
Merrill
Lynch Global Investment Series: Income Strategies Fund (1)
|
$
|
5,000,000
|
$
|
5,000,000
|
2,066,115
|
2,066,115
|
|||||||
|
MLIF
US High Yield Fund, Inc. (1)
|
$
|
500,000
|
$
|
500,000
|
206,611
|
206,611
|
|||||||
|
ML
Master US High Yield Fund, Inc. (1)
|
$
|
2,200,000
|
$
|
2,200,000
|
909,090
|
909,090
|
|||||||
|
Mohican
VCA Master Fund, Ltd.
|
$
|
500,000
|
$
|
500,000
|
206,611
|
206,611
|
|||||||
|
Morgan
Stanley Convertible Securities Trust
|
$
|
800,000
|
$
|
800,000
|
330,578
|
330,578
|
|||||||
|
MSS
Convertible Arbitrage 1 c/o TQA Investors, LLC
|
$
|
31,000
|
$
|
31,000
|
12,809
|
12,809
|
|||||||
|
National
Bank of Canada
|
$
|
700,000
|
$
|
700,000
|
289,256
|
289,256
|
|||||||
|
Oppenheimer
Convertible Securities Fund
|
$
|
1,000,000
|
$
|
1,000,000
|
413,223
|
413,223
|
|||||||
|
Optimum
Fixed Income Fund
|
$
|
65,000
|
$
|
65,000
|
26,859
|
26,859
|
|||||||
|
PIMCO
Convertible Fund
|
$
|
275,000
|
$
|
275,000
|
113,636
|
113,636
|
|||||||
|
President
and Fellows of Harvard College
|
$
|
350,000
|
$
|
350,000
|
144,628
|
144,628
|
|||||||
|
PSEG
Master Employee Benefit Plan Trust
|
$
|
200,000
|
$
|
200,000
|
82,644
|
82,644
|
|||||||
|
Putnam
Convertible Income-Growth Trust
|
$
|
8,425,000
|
$
|
8,425,000
|
3,481,404
|
3,481,404
|
|||||||
|
Putnam
High Income Bond Fund
|
$
|
2,075,000
|
$
|
2,075,000
|
857,437
|
857,437
|
|||||||
|
Quattro
Fund Ltd.
|
$
|
1,250,000
|
$
|
1,250,000
|
516,528
|
516,528
|
|||||||
|
Raytheon
Savings & Investment Plan Trust
|
$
|
150,000
|
$
|
150,000
|
61,983
|
61,983
|
|||||||
|
Regiment
Capital, Ltd.
|
$
|
650,000
|
$
|
650,000
|
268,595
|
268,595
|
|||||||
|
Ritchie
Capital Structure Arbitrage Trading, Ltd.
|
$
|
12,000,000
|
$
|
12,000,000
|
4,958,677
|
4,958,677
|
|||||||
|
Royal
Bank of Canada (Norshield) (1)
|
$
|
100,000
|
$
|
100,000
|
41,322
|
41,322
|
|||||||
|
Royal
Bank of Ontario
|
$
|
2,000,000
|
$
|
2,000,000
|
826,446
|
826,446
|
|||||||
|
Salomon
Brothers Asset Management, Inc. (1)
|
$
|
9,350,000
|
$
|
9,350,000
|
3,863,635
|
3,863,635
|
|||||||
|
Saranac
Capital Management L.P. on behalf of Citigroup Alternative Investments
Diversified Arbitrage Strategies Fund Ltd.
|
$
|
357,000
|
$
|
357,000
|
147,520
|
147,520
|
|||||||
|
Saranac
Capital Management L.P. on behalf of Citigroup Alternative Investments
Enhanced Arbitrage Strategies Fund
|
$
|
65,000
|
$
|
65,000
|
26,859
|
26,859
|
|||||||
|
Saranac
Capital Management L.P. on behalf of Citigroup Alternative Investments
QIP
Multi Strategy Arbitrage Portfolio
|
$
|
1,692,000
|
$
|
1,692,000
|
699,173
|
699,173
|
|||||||
|
Saranac
Capital Management L.P. on behalf of Saranac Erisa Arbitrage
LTD
|
$
|
698,000
|
$
|
698,000
|
288,429
|
288,429
|
|||||||
|
Saranac
Capital Management L.P. on behalf of Saranac Erisa Arbitrage
LP
|
$
|
48,000
|
$
|
48,000
|
19,834
|
19,834
|
|||||||
|
Saranac
Capital Management L.P. on behalf of Saranac Arbitrage LTD
|
$
|
40,000
|
$
|
40,000
|
16,528
|
16,528
|
|||||||
|
Satellite
Asset Management, L.P.
|
$
|
12,300,000
|
$
|
12,300,000
|
5,082,644
|
5,082,644
|
|||||||
|
Severn
River Master Fund, Ltd.
|
$
|
8,000,000
|
$
|
8,000,000
|
3,305,784
|
3,305,784
|
|||||||
|
Sphinx
Convertible Arbitrage Fund SPC
|
$
|
350,000
|
$
|
350,000
|
144,628
|
144,628
|
|||||||
|
Sphinx
Fund c/o TQA Investors, LLC
|
$
|
496,000
|
$
|
496,000
|
204,958
|
204,958
|
|||||||
|
Sphinx
Special Situations Fund SPC
|
$
|
35,000
|
$
|
35,000
|
14,462
|
14,462
|
|||||||
|
SRI
Fund, L.P.
|
$
|
180,000
|
$
|
180,000
|
74,380
|
74,380
|
|||||||
|
St.
Albans Partners Ltd.
|
$
|
1,000,000
|
$
|
1,000,000
|
413,223
|
413,223
|
|||||||
|
Sturgeon
Limited
|
$
|
71,000
|
$
|
71,000
|
29,338
|
29,338
|
|||||||
|
Susquehanna
Capital Group
|
$
|
6,980,000
|
$
|
6,980,000
|
2,884,297
|
2,884,297
|
|||||||
|
SuttonBrook
Capital Portfolio LP
|
$
|
12,500,000
|
$
|
12,500,000
|
5,165,288
|
5,165,288
|
|||||||
|
Tamarack
International, Ltd.
|
$
|
2,500,000
|
$
|
2,500,000
|
1,033,057
|
1,033,057
|
|||||||
|
Tempo
Master Fund, LP
|
$
|
2,000,000
|
$
|
2,000,000
|
826,446
|
826,446
|
|||||||
|
Tenor
Opportunity Master Fund Ltd.
|
$
|
4,200,000
|
$
|
4,200,000
|
1,735,537
|
1,735,537
|
|||||||
|
The
Canyon Value Realization Fund (Cayman) Ltd.
|
$
|
2,260,000
|
$
|
2,260,000
|
933,884
|
933,884
|
|||||||
|
The
High-Yield Bond Portfolio
|
$
|
15,000
|
$
|
15,000
|
6,198
|
6,198
|
|||||||
|
TQA
Master Fund, Ltd.
|
$
|
2,836,000
|
$
|
2,836,000
|
1,171,900
|
1,171,900
|
|||||||
|
TQA
Master Plus Fund, Ltd.
|
$
|
4,551,000
|
$
|
4,551,000
|
1,880,578
|
1,880,578
|
|||||||
|
Tribeca
Global Convertible Investments LTD
|
$
|
12,000,000
|
$
|
12,000,000
|
4,958,677
|
4,958,677
|
|||||||
|
UBS
AG London Branch
|
$
|
45,500,000
|
$
|
45,500,000
|
18,801,651
|
18,801,651
|
|||||||
|
UBS
AG London F/ B/ O HFS
|
$
|
5,000,000
|
$
|
5,000,000
|
2,066,115
|
2,066,115
|
|||||||
|
UBS
O’Connor LLC F/B/O O’Connor Global Convertible Arbitrage Master
Limited
|
$
|
6,000,000
|
$
|
6,000,000
|
2,479,338
|
2,479,338
|
|||||||
|
Univest
Convertible Arbitrage Fund II Ltd. (Norshield)
|
$
|
100,000
|
$
|
100,000
|
41,322
|
41,322
|
|||||||
|
Van
Kampen Harbor Fund
|
$
|
1,200,000
|
$
|
1,200,000
|
495,867
|
495,867
|
|||||||
|
Whitebox
Convertible Arbitrage Partners, L.P.
|
$
|
3,000,000
|
$
|
3,000,000
|
1,239,669
|
1,239,669
|
|||||||
|
Whitebox
Hedged High Yield Partners, L.P.
|
$
|
1,000,000
|
$
|
1,000,000
|
413,223
|
413,223
|
|||||||
|
White
River Securities LLC
|
$
|
1,000,000
|
$
|
1,000,000
|
413,223
|
413,223
|
|||||||
|
Wolverine
Convertible Arbitrage Fund Limited
|
$
|
250,000
|
$
|
250,000
|
103,305
|
103,305
|
|||||||
|
World
Income Fund, Inc.
|
$
|
800,000
|
$
|
800,000
|
330,578
|
330,578
|
|||||||
|
Yield
Strategies Fund I, L.P.
|
$
|
500,000
|
$
|
500,000
|
206,611
|
206,611
|
|||||||
|
Yield
Strategies Fund II, L.P.
|
$
|
500,000
|
$
|
500,000
|
206,611
|
206,611
|
|||||||
|
Zurich
Institutional Benchmarks Master Fund Ltd. c/o TQA Investors, LLC
|
$
|
696,000
|
$
|
696,000
|
287,603
|
287,603
|
|||||||
(1) These
entities and/or their affiliates have provided, and may from time to time
provide, investment banking services to Charter Communications, Inc. and its
subsidiaries, including, among other things, acting as lead and/or co-manager
with respect to offerings of debt and equity securities.
(2) The
entity is
a registered investment fund (the "Fund") advised by Fidelity Management
&
Research Company ("FMR Co."), a registered investment adviser under the
Investment Advisers Act of 1940, as amended. FMR Co., 82 Devonshire Street,
Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR Corp. and
an
investment adviser registered under Section 203 of the Investment Advisers
Act
of 1940, is the beneficial owner of 14,961,471 shares (not including
the shares
into which the notes are convertible) of the Common Stock outstanding
of the
Company as a result of acting as investment adviser to various investment
companies registered under Section 8 of the Investment Company Act of
1940.
Edward
C.
Johnson 3d, FMR Corp., through its control of FMR Co., and the Fund each
has
sole power to dispose of the Securities owned by the Fund.
Neither
FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR Corp., has the sole
power to
vote or direct the voting of the shares owned directly by the Fund, which
power
resides with the Fund’s Board of Trustees.
The
Fund
is an affiliate of a broker-dealer. The Fund purchased the Securities
in the
ordinary course of business and, at the time of the purchase of the Securities
to be resold, the Fund did not have any agreements or understandings,
directly
or indirectly, with any person to distribute the notes or conversion
shares.
(3) Shares
indicated as owned by such entity are owned directly by various private
investment accounts, primarily employee benefit plans for which Fidelity
Management Trust Company ("FMTC") serves as trustee or managing agent.
FMTC is a
wholly-owned subsidiary of FMR Corp. and a bank as defined in Section
3(a)(6) of
the Securities Exchange Act of 1934, as amended. FMTC is the beneficial
owner of
0 shares (not including the shares into which the notes are convertible)
of the
Common Stock outstanding of the Company as a result of its serving as
investment
manager of the institutional account(s).
Edward
C.
Johnson 3d and FMR Corp., through its control of Fidelity Management
Trust
Company, each has sole dispositive power over 0 shares and sole power
to vote or
to direct the voting of 0 shares of Common Stock owned by the institutional
account(s) as reported above.
If,
after
the date of this prospectus, a secuityholder notifies us pursuant to the
registration rights agreement of its intent to dispose of convertible senior
notes pursuant to the registration statement, we may supplement this prospectus
to include that information.