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): May 29, 2008
Charter Communications, Inc.
(Exact name of registrant as
specified in its charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
|
000-27927
|
43-1857213
|
|
|
(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
8.01 OTHER EVENTS.
On May
29, 2008, Charter Communications, Inc. (the "Company") announced that
its indirect subsidiaries, CCH II, LLC and CCH II Capital Corp. (collectively
“CCH II”) were commencing a private exchange offer (the “Offer”) to exchange up
to $500 million principal amount (subject to increase) of CCH II’s existing
10.25% Senior Notes due 2010 (the “Old Notes”) for additional 10.25%
Senior Notes due 2013 of CCH II (the “New Notes). The New Notes will
be unconditionally guaranteed by Charter Communications Holdings,
LLC. The purpose of the Offer is to improve the Company’s financial
flexibility by extending debt maturities.
The Offer
is being conducted as a modified “Dutch auction,” pursuant to which holders of
the Old Notes will have the opportunity to specify an exchange ratio at which
they would be willing to exchange Old Notes for New Notes. The New Notes will be
offered to qualified institutional buyers in reliance on Rule 144A and outside
the United States to non-U.S. persons in reliance on Regulation S.
The press
release announcing the Offer is attached hereto as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibits are filed pursuant to Item 8.01:
|
Exhibit
Number
|
|
Description
|
|
|
|
|
| 99.1 |
Press
Release dated May 29, 2008. *
|
* filed
herewith
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Charter
Communications, Inc. has duly caused this Current Report to be signed on its
behalf by the undersigned hereunto duly authorized.
CHARTER COMMUNICATIONS, INC.
Registrant
Dated: June
3, 2008
|
|
By:/s/ Kevin D.
Howard
Name:
Kevin D. Howard
Title:
Vice
President, Controller and Chief Accounting
Officer
|
EXHIBIT
INDEX
|
Exhibit
Number
|
|
Description
|
|
|
|
|
| 99.1 |
Press
Release dated May 29, 2008. *
|
* filed
herewith
Exhibit
99.1
NEWS
Charter
Communications Announces
Private
Debt Exchange Offer for up to $500 Million of CCH II
10.25%
Senior Notes Due 2010
St. Louis, Missouri – May 29,
2008 – Charter Communications, Inc. (Nasdaq: CHTR) (“Charter”) announced
today that its indirect subsidiaries, CCH II, LLC and CCH II Capital Corp.
(collectively “CCH II”) are commencing a private exchange offer (the “Offer”) to
exchange up to $500 million principal amount (subject to increase, the “Maximum
Amount”) of CCH II’s existing 10.25% Senior Notes due 2010 (CUSIP Nos.
12502CAD3, 12502CAE1 and 12502CAM3) (the “Old Notes”) for additional 10.25%
Senior Notes due 2013 of CCH II (the “New Notes).
The
purpose of the Offer is to improve Charter’s financial flexibility by extending
debt maturities.
The Offer
is being conducted as a modified “dutch auction,” pursuant to which holders of
the Old Notes will have the opportunity to specify an exchange ratio at which
they would be willing to exchange Old Notes for New Notes. Holders
must submit tenders in the range of $1,047.50 to $1,077.50 principal amount of
New Notes per $1,000 principal amount of Old Notes with amounts in the range
specified in increments of $2.50 principal amount of New Notes per $1,000
principal amount of Old Notes.
Charter will accept Old Notes
tendered beginning with the minimum exchange ratio and continuing in order of
increasing increments of $2.50 in New Notes per $1,000 principal amount of Old
Notes, until the aggregate principal amount of accepted Old Notes tendered
equals the Maximum Amount (including an increase in such amount, if any). The
highest exchange ratio specified with respect to Old Notes accepted for exchange
in this process will be the “Clearing Exchange Ratio”. If the aggregate
principal amount of Old Notes tendered in the Offer exceeds the Maximum Amount,
all Old Notes tendered at or below the Clearing Exchange Ratio will be accepted
on a pro rata basis and Old Notes tendered above the Clearing Exchange Ratio
will be rejected. All Old Notes tendered which are accepted will be paid in New
Notes based on the same Clearing Exchange Ratio. Charter reserves the right, but
is not obligated, to increase the Maximum Amount.
1
Tendered
notes may be validly withdrawn until 5:00 PM ET, on June 11, 2008, unless
extended. The Offer will expire at 11:59 PM ET, on June 27, 2008, unless
extended. The Offer is not subject to any minimum amount of Old Notes being
tendered.
The New
Notes will be unconditionally guaranteed by Charter Communications Holdings, LLC
and will accrue interest from and including the settlement date. Holders who
exchange Old Notes for New Notes will receive accrued and unpaid interest to,
but not including, the settlement date.
The New
Notes are being issued as part of the same series of notes as CCH II’s $250
million aggregate principal amount of 10.25% Senior Notes due 2013 which were
issued in September 2006 (the “Existing CCH II 2013 Notes”) and will be treated
as a single class under the governing indenture. The New Notes initially will be
subject to certain restrictions on transfer, are expected to be issued with
original issue discount and will have a separate CUSIP number from the Existing
CCH II 2013 Notes.
The New
Notes have not been registered under the Securities Act of 1933, as amended, and
may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
The offer
is being made only to qualified institutional buyers and to certain non-U.S.
investors located outside the United States. The complete terms and
conditions of the Offer are set forth in the informational documents relating to
the Offer.
2
Documents
relating to the Offer will only be distributed to noteholders who complete and
return a letter of eligibility confirming that they are within the category of
eligible investors for this private offer. Noteholders who desire a copy of the
eligibility letter may contact Global Bondholder Service Corporation, the
information agent for the Offer, at (866) 470-3700 (U.S. Toll-free) or (212)
430-3774.
This
press release shall not constitute an offer to sell or the solicitation of an
offer to buy any security and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offering, solicitation or sale would be
unlawful.
###
About
Charter Communications®
Charter
Communications, Inc. is a leading broadband communications company and the
third-largest publicly traded cable operator in the United States. Charter
provides a full range of advanced broadband services, including advanced Charter
Digital(R) video entertainment programming, Charter High-Speed(TM) Internet
access service, and Charter Telephone(TM) services. Charter Business(TM)
similarly provides scalable, tailored and cost-effective broadband
communications solutions to business organizations, such as business-to-business
Internet access, data networking, video and music entertainment services and
business telephone. Charter's advertising sales and production services are sold
under the Charter Media(R) brand. More information about Charter can be found at
www.charter.com.
# # #
Contact:
Mary Jo
Moehle
(314)
543-2397
3
Cautionary
Statement Regarding Forward-Looking Statements:
This
release includes forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, 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" 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:
|
·
|
the
availability, in general, of funds to meet interest payment obligations
under our debt and to fund our operations and necessary capital
expenditures, either through cash flows from operating activities, further
borrowings or other sources and, in particular, our ability to fund debt
obligations (by dividend, investment or otherwise) to the applicable
obligor of such debt;
|
|
·
|
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;
|
|
·
|
our
ability to pay or refinance debt prior to or when it becomes due and/or
refinance that debt through new issuances, exchange offers or otherwise,
including restructuring our balance sheet and leverage
position;
|
|
·
|
the
impact of competition from other distributors, including incumbent
telephone companies, direct broadcast satellite operators, wireless
broadband providers, and digital subscriber line ("DSL")
providers;
|
|
·
|
difficulties
in growing, further introducing, and operating our telephone services,
while adequately meeting customer expectations for the reliability of
voice services;
|
|
·
|
our
ability to adequately meet demand for installations and customer
service;
|
|
·
|
our
ability to sustain and grow revenues and cash flows from operating
activities by offering video, high-speed Internet, telephone and other
services, and to maintain and grow our customer base, particularly in the
face of increasingly aggressive
competition;
|
|
·
|
our
ability to obtain programming at reasonable prices or to adequately raise
prices to offset the effects of higher programming
costs;
|
|
·
|
general
business conditions, economic uncertainty or slowdown, including the
recent significant slowdown in the new housing sector and overall economy;
and
|
|
·
|
the
effects of governmental regulation on our
business.
|
All
forward-looking statements attributable to us or any person acting on our behalf
are expressly qualified in their entirety by this cautionary
statement.
4