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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 10, 2001
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CHARTER COMMUNICATIONS HOLDINGS, LLC
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION
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(Exact name of registrants as specified in their charters)
Delaware
Delaware
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(State or Other Jurisdiction of Incorporation or Organization)
333-77499 43-1843179
333-77499-01 43-1843177
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Commission File Number (Federal Employer
Identification Number)
12444 Powerscourt Drive - Suite 400
St. Louis, Missouri 63131
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(Address of Principal Executive Offices) (Zip Code)
(Registrant's telephone number, including area code) (314) 965-0555
Item 5. Other Items.
On May 10, 2001, Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation announced that they had entered into
an agreement to sell $350 million of 9.625% Senior Notes due 2009, $575 million
of 10% Senior Notes due 2011 and $1.02 billion of 11.750% Senior Discount Notes
due 2011. A copy of the press release relating to the sale of these notes is
being filed as Exhibit 99.2 with this report. The Purchase Agreement, the
Indentures and the Exchange and Registration Agreements are also filed as
exhibits.
Item 7. Exhibits
Press release dated May 10, 2001.*
Purchase Agreement relating to 9.625% Senior Notes due 2009, 10.000%
Senior Notes due 2011, 11.750% Senior Discount Notes due 2011 dated
May 10, 2001 (incorporated herein by reference to exhibit 10.1 to the
Current Report on Form 8-K filed by Charter Communications, Inc. (SEC
File Number 000-27927) on June 1, 2001).
Indenture dated as of May 15, 2001 between Charter Communications
Holdings, LLC, Charter Communications Holdings Capital Corporation
and BNY Midwest Trust Company as Trustee governing 9.625% Senior
Notes due 2009 (incorporated herein by reference to exhibit 10.2(a)
to the Current Report on Form 8-K filed by Charter Communications,
Inc. (SEC File Number 000-27927) on June 1, 2001).
Exchange and Registration Rights Agreement relating to 9.625% Senior
Notes due 2009, dated as of May 15, 2001, among Charter
Communications Holding Company, LLC, Charter Communications Capital
Corporation, Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated,
Banc of America Securities LLC, Bear, Stearns & Co. Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney
Inc., JP Morgan, a Division of Chase Securities Inc., Credit Lyonnais
Securities (USA) Inc., Fleet Securities, Inc., BMO Nesbitt Burns
Corp. and Dresdner Kleinwort Wasserstein Securities LLC (incorporated
herein by reference to exhibit 10.2(b) to the Current Report on Form
8-K filed by Charter Communications, Inc. (SEC File Number 000-27927)
on June 1, 2001).
Indenture dated as of May 15, 2001 between Charter Communications
Holdings, LLC, Charter Communications Holdings Capital Corporation
and BNY Midwest Trust Company as Trustee governing 10.000% Senior
Notes due 2011 (incorporated herein by reference to exhibit 10.3(a)
to the Current Report on Form 8-K filed by Charter Communications,
Inc. (SEC File Number 000-27927) on June 1, 2001).
Exchange and Registration Rights Agreement relating to 10.000% Senior
Notes due 2011, dated as of May 15, 2001, among Charter
Communications Holding Company, LLC, Charter Communications Capital
Corporation, Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated,
Banc of America Securities LLC, Bear, Stearns & Co. Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney
Inc., JP Morgan, a Division of Chase Securities Inc., Credit Lyonnais
Securities (USA) Inc., Fleet Securities, Inc., BMO Nesbitt Burns
Corp. and Dresdner Kleinwort Wasserstein Securities LLC (incorporated
herein by reference to exhibit 10.3(b) to the Current Report on Form
8-K filed by Charter Communications, Inc. (SEC File Number 000-27927)
on June 1, 2001).
Indenture dated as of May 15, 2001 between Charter Communications
Holdings, LLC, Charter Communications Holdings Capital Corporation
and BNY Midwest Trust Company as Trustee governing 11.750% Senior
Discount Notes due 2011 (incorporated herein by reference to exhibit
10.4(a) to the Current Report on Form 8-K filed by Charter
Communications, Inc. (SEC File Number 000-27927) on June 1, 2001).
Exchange and Registration Rights Agreement relating to 11.750% Senior
Discount Notes due 2011, dated as of May 15, 2001, among Charter
Communications Holding Company, LLC, Charter Communications Capital
Corporation, Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated,
Banc of America Securities LLC, Bear, Stearns & Co. Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney
Inc., JP Morgan, a Division of Chase Securities Inc., Credit Lyonnais
Securities (USA) Inc., Fleet Securities, Inc., BMO Nesbitt Burns
Corp. and Dresdner Kleinwort Wasserstein Securities LLC (incorporated
herein by reference to exhibit 10.4(b) to the Current Report on Form
8-K filed by Charter Communications, Inc. (SEC File Number 000-27927)
on June 1, 2001).
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* filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Charter Communications Holdings, LLC has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
CHARTER COMMUNICATIONS
HOLDINGS, LLC, a registrant
Dated May 31, 2001 By:/s/ RALPH G. KELLY
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Name: Ralph G. Kelly
Title: Senior Vice President and
Treasurer
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Charter Communications Holdings Capital Corporation has duly caused this report
to be signed on its behalf by the undersigned hereunto duly authorized.
CHARTER COMMUNICATIONS HOLDINGS CAPITAL
CORPORATION, a registrant
Dated May 31, 2001 By:/s/ RALPH G. KELLY
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Name: Ralph G. Kelly
Title: Senior Vice President and
Treasurer
Exhibit Index
Exhibit
Number Description
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4.1 Purchase Agreement relating to 9.625% Senior Notes due 2009, 10.000%
Senior Notes due 2011, 11.750% Senior Discount Notes due 2011 dated
May 10, 2001 (incorporated herein by reference to exhibit 10.1 to the
Current Report on Form 8-K filed by Charter Communications, Inc. (SEC
File Number 000-27927) on June 1, 2001).
4.2(a) Indenture dated as of May 15, 2001 between Charter Communications
Holdings, LLC, Charter Communications Holdings Capital Corporation
and BNY Midwest Trust Company as Trustee governing 9.625% Senior
Notes due 2009 (incorporated herein by reference to exhibit 10.2(a)
to the Current Report on Form 8-K filed by Charter Communications,
Inc. (SEC File Number 000-27927) on June 1, 2001).
4.2(b) Exchange and Registration Rights Agreement relating to 9.625% Senior
Notes due 2009, dated as of May 15, 2001, among Charter
Communications Holding Company, LLC, Charter Communications Capital
Corporation, Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated,
Banc of America Securities LLC, Bear, Stearns & Co. Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney
Inc., JP Morgan, a Division of Chase Securities Inc., Credit Lyonnais
Securities (USA) Inc., Fleet Securities, Inc., BMO Nesbitt Burns
Corp. and Dresdner Kleinwort Wasserstein Securities LLC (incorporated
herein by reference to exhibit 10.2(b) to the Current Report on Form
8-K filed by Charter Communications, Inc. (SEC File Number 000-27927)
on June 1, 2001).
4.3(a) Indenture dated as of May 15, 2001 between Charter Communications
Holdings, LLC, Charter Communications Holdings Capital Corporation
and BNY Midwest Trust Company as Trustee governing 10.000% Senior
Notes due 2011 (incorporated herein by reference to exhibit 10.3(a)
to the Current Report on Form 8-K filed by Charter Communications,
Inc. (SEC File Number 000-27927) on June 1, 2001).
4.3(b) Exchange and Registration Rights Agreement relating to 10.000% Senior
Notes due 2011, dated as of May 15, 2001, among Charter
Communications Holding Company, LLC, Charter Communications Capital
Corporation, Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated,
Banc of America Securities LLC, Bear, Stearns & Co. Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney
Inc., JP Morgan, a Division of Chase Securities Inc., Credit Lyonnais
Securities (USA) Inc., Fleet Securities, Inc., BMO Nesbitt Burns
Corp. and Dresdner Kleinwort Wasserstein Securities LLC (incorporated
herein by reference to exhibit 10.3(b) to the Current Report on Form
8-K filed by Charter Communications, Inc. (SEC File Number 000-27927)
on June 1, 2001).
4.4(a) Indenture dated as of May 15, 2001 between Charter Communications
Holdings, LLC, Charter Communications Holdings Capital Corporation
and BNY Midwest Trust Company as Trustee governing 11.750% Senior
Discount Notes due 2011 (incorporated herein by reference to exhibit
10.4(a) to the Current Report on Form 8-K filed by Charter
Communications, Inc. (SEC File Number 000-27927) on June 1, 2001).
4.4(b) Exchange and Registration Rights Agreement relating to 11.750% Senior
Discount Notes due 2011, dated as of May 15, 2001, among Charter
Communications Holding Company, LLC, Charter Communications Capital
Corporation, Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated,
Banc of America Securities LLC, Bear, Stearns & Co. Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney
Inc., JP Morgan, a Division of Chase Securities Inc., Credit Lyonnais
Securities (USA) Inc., Fleet Securities, Inc., BMO Nesbitt Burns
Corp. and Dresdner Kleinwort Wasserstein Securities LLC (incorporated
herein by reference to exhibit 10.4(b) to the Current Report on Form
8-K filed by Charter Communications, Inc. (SEC File Number 000-27927)
on June 1, 2001).
99.1 Press release dated May 10, 2001.
Exhibit 99.1
Charter Communications to Issue $1.5 Billion Senior and Senior Discount Notes;
Proceeds Increase From $1 Billion Originally Sought
ST. LOUIS--(BUSINESS WIRE)--May 10, 2001--Charter Communications Holdings, LLC
and Charter Communications Holdings Capital Corporation, subsidiaries of Charter
Communications, Inc. (Nasdaq: CHTR), today announced they had entered into an
agreement to sell $350 million of 9.625% Senior Notes due 2009, $575 million of
10% Senior Notes due 2011 and $575.2 million of 11.75% Senior Discount Notes due
2011 with a principal at maturity of $1.02 billion (the "Notes"). The sale of
the Notes will provide gross proceeds to the issuers of approximately $1.5
billion.
The net proceeds of this issuance will be used to pay the cash portion of the
purchase price for the acquisition of certain cable systems from AT&T Broadband
announced in February 2001, with the remaining portion for working capital
purposes. The offering is expected to close on May 15, 2001.
The Notes are being sold to qualified institutional buyers in reliance on Rule
144A. The Notes will not be registered under the Securities Act of 1933, as
amended (the "Securities Act"), and, unless so registered, may not be offered or
sold in the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act
and applicable state securities laws. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy, nor shall there be any
sale of the Notes in any state in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of
any such state.
Charter Communications, a Wired World(TM) company, is among the nation's largest
broadband communications companies, currently serving some 6.4 million customers
in 40 states. Charter provides a full range of advanced broadband services to
the home, including cable television under the Charter Cable TV brand; advanced
digital video programming services under the Charter Digital Cable(TM) brand;
and high-speed Internet access via Charter Pipeline(TM). Commercial high-speed
data, video and Internet solutions are provided under the Charter Business
NetworksTM brand. Advertising sales and production services are sold under the
Charter MediaTM brand.
More information about Charter can be found at www.charter.com.
Statements in this press release regarding Charter Communications' business that
are not historical facts may be "forward-looking statements." Forward-looking
statements are inherently subject to risks, uncertainties and assumptions.
Important factors that could cause actual results to differ materially from any
such forward-looking statements are identified in the reports and documents
Charter files from time to time with the U.S. Securities and Exchange
Commission.
CONTACT: Charter Communications
Media
Anita Lamont, 314/543-2215
alamont@chartercom.com
or
Analyst
Mary Jo Moehle, 314/543-2397
mmoehle@chartercom.com