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
25,
2007
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:
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x
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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)
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| 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
8.01 OTHER EVENTS.
Charter
Communications, Inc. (“Charter” or the “Company”) announced today the
determination of the exchange consideration for the exchange offer (“Exchange
Offer”) by its subsidiary, Charter Communications Holding Company, LLC (“Charter
Holdco”) for the Company's outstanding 5.875% Convertible Senior Notes due 2009
(“Existing Convertible Notes”). The Exchange Offer is for any and all
of Charter’s $413 million aggregate principal amount of Existing Convertible
Notes.
The
exchange consideration for the Existing Convertible Notes has been determined
based on the average of the daily volume-weighted average price of Charter’s
Class A common stock for the ten consecutive trading days ending (and including)
September 25, 2007 (“10-day VWAP”). The 10-day VWAP has been
determined to be $2.6219. On the settlement date, which the Company
expects to be October 2, 2007, holders of Existing Convertible Notes will
receive the following exchange consideration per $1,000 principal amount
of
Existing Convertible Notes validly tendered and not validly withdrawn in
the
Exchange Offer:
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·
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$1,317.01
principal amount of the Company’s new 6.5% Convertible Senior Notes due
2027 (“New Convertible Notes”) and
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·
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$22.19
in cash for accrued interest from May 16, 2007, the last interest
payment
date up to, but not including the settlement date of the Exchange
Offer.
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The
press
release announcing the Exchange Offer consideration is filed as Exhibit 99.1
attached hereto.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibits are filed pursuant to Item 8.01:
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Exhibit
Number
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Description
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| 99.1 |
Press
Release dated as of September 25, 2007.
*
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* 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: September
25, 2007
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By:/s/
Kevin D. Howard
Name:
Kevin D. Howard
Title:
Vice
President and Chief Accounting
Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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| 99.1 |
Press
Release dated as of September 25, 2007.
*
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* filed
herewith
Exhibit
99.1
Filed
by
Charter Communications Holding Company, LLC
Pursuant
to Rule 425 under the Securities Act of 1933
Subject
Corporation: Charter Communications, Inc.
Registration
No.: 333-145766
NEWS
We
have filed a registration statement on Form S-4 (including the prospectus
contained therein) with the Securities and Exchange Commission (SEC) for
the
issuance of securities to which this communication relates. Before
you tender the subject securities or otherwise make any investment decision
with
respect to the subject securities or the securities being offered, you should
read the prospectus in that registration statement and other documents we
have
filed with the SEC, and any amendments thereto, for more complete information
about Charter Communications, Inc. and its subsidiaries. You may get these
documents for free by visiting EDGAR on the SEC Web site at www.sec.gov or
by
contacting Charter's Investor Relations department at Charter Plaza, 12405
Powerscourt Drive, St. Louis, Missouri 63131, telephone number (314)
965-0555.
FOR
RELEASE: 6:30 PM CT, Tuesday, September 25, 2007
Charter
Communications Announces Determination of the Exchange Consideration for
the
Exchange Offer for its Outstanding 5.875% Convertible Senior Notes Due
2009
ST.
LOUIS, MO– Charter Communications, Inc. (Nasdaq: CHTR) (“Charter” or
the “Company”) announced today the determination of the exchange consideration
for the exchange offer (“Exchange Offer”) by its subsidiary, Charter
Communications Holding Company, LLC for the Company's outstanding 5.875%
Convertible Senior Notes due 2009 (“Existing Convertible Notes”). The
Exchange Offer is for any and all of Charter’s $413 million aggregate principal
amount of Existing Convertible Notes.
The
exchange consideration for the Existing Convertible Notes has been determined
based on the average of the daily volume-weighted average price of Charter’s
Class A common stock for the ten consecutive trading days ending (and including)
September 25, 2007 (“10-day VWAP”). The 10-day VWAP has been
determined to be $2.6219.
On
the
settlement date, which the Company expects to be October 2, 2007, holders
of
Existing Convertible Notes will receive the following exchange consideration
per
$1,000 principal amount of Existing Convertible Notes validly tendered and
not
validly withdrawn in the Exchange Offer:
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·
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$1,317.01
principal amount of the Company’s new 6.5% Convertible Senior Notes due
2027 (“New Convertible Notes”) and
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·
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$22.19
in cash for accrued interest from May 16, 2007, the last interest
payment
date up to, but not including, the settlement date of the Exchange
Offer.
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The
New
Convertible Notes will have an initial conversion price of $3.41, and initial
conversion rate of 293.3868. The New Convertible Notes will have a
maturity date of October 1, 2027, subject to earlier redemption at the option
of
the Company or repurchase at the option of the holders. The New Convertible
Notes provide the holders with the right to require Charter to repurchase
some
or all of the New Convertible Notes for cash on October 1, 2012, 2017 and
2022
at a repurchase price equal to the principal amount plus accrued interest.
Additional terms of the Exchange Offer and the New Convertible Notes are
provided in the Amendment No. 1 to the Company’s Form S-4 filed September 14,
2007 with the SEC.
If
a
holder of New Convertible Notes elects to convert the New Convertible Notes
at
any time following the date we give notice of an anticipated effective
date of a
change of control transaction during a specific period, we will increase
the
applicable conversion rate by a number of additional shares of Charter’s Class A
common stock for the New Convertible Notes surrendered for conversion in
accordance with the following table:
The
exact
stock price and effective dates may not be set forth on the table, in
which
case:
● if
the stock
price is between two stock prices described in the table or the effective
date
is between two dates on the table, the number of shares by which the
conversion
rate will be increased will be determined by straight-line interpolation
between
the percentage increases set forth for the higher and lower stock price
amounts
and the two dates, as applicable, based on a 365 day year;
● if
the stock
price is in excess of $39.33, no additional shares will be added to the
conversion rate; and
● if
the stock
price is less than $2.62, no additional shares will be added to the conversion
rate.
In
no event will the total number of
shares of Class A common stock issuable upon conversion exceed 381.4028
shares
per $1,000 principal amount of New Convertible Notes. The same maximum
will also
apply to any redemption make whole amount that may arise from a holder’s
election to convert New Convertible Notes into shares following a redemption
notice from Charter.
Subject
to applicable securities laws and the terms set forth in the Exchange Offer,
Charter Holdco reserves the right to amend the Exchange Offer in any
respect.
The
Exchange Offer is valid for Existing Convertible Notes tendered for exchange
and
not validly withdrawn on or prior to 11:59 pm on September 27, 2007 (the
“Expiration Date”).
The
New
Convertible Notes will not be listed on any national securities exchange
and
will not be eligible for trading on the PORTALsm
Market. Instead, the New Convertible Notes will trade on the over the
counter market.
The
offer
documents will be made available to all holders of the Existing Convertible
Notes. Copies of the prospectus and related letter of transmittal may be
obtained from Global Bondholder Services Corporation, the information agent
for
the Exchange Offer, at (866) 470-3700 (U.S. Toll-free) or (212) 430-3774.
The
Dealer Managers for the Exchange Offer are Citigroup Global Markets Inc.
and
Morgan Stanley. For additional information, you may contact the Citigroup
Special Equity Transactions Group at (877) 531-8365 (U.S. Toll-free) or (212)
723-7406 or the Morgan Stanley Liability Management Group at (800) 624-1808
(U.S. Toll-free) or (212) 761-5384. The Offer Documents are also available
free
of charge at the SEC’s website at www.sec.gov.
This
press release is neither an offer to sell nor a solicitation of an offer
to buy
any securities. There shall not be any sale of the New Convertible Notes
in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior
to registration or qualification under the laws of such
jurisdiction.
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 Charter Digital® video entertainment
programming, Charter High-Speed® Internet access, and Charter Telephone®.
Charter Business™ 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® brand. More
information about Charter can be found at
www.charter.com.
Contact:
Media: Analysts:
Anita
Lamont Mary
Jo Moehle
(314)
543-2215 (314)
543-2397
Cautionary
Statement Regarding Forward-Looking Statements:
This
release includes forward-looking statements 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 quarterly report 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 reports or documents
that we
file from time to time with the SEC, and include, but are not limited
to:
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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
be able to
provide under the applicable debt instruments such funds (by dividend,
investment or otherwise) to the applicable obligor of such
debt;
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our
ability to comply with all covenants in our indentures and credit
facilities, any violation of which could trigger a default of our
other
obligations under cross-default
provisions;
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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;
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competition
from other distributors, including incumbent telephone companies,
direct
broadcast satellite operators, wireless broadband providers and
DSL
providers;
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difficulties
in introducing and operating our telephone services, such as our
ability
to adequately meet customer expectations for the reliability of
voice
services, and our ability to adequately meet demand for installations
and
customer service;
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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;
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our
ability to obtain programming at reasonable prices or to adequately
raise
prices to offset the effects of higher programming
costs;
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general
business conditions, economic uncertainty or slowdown;
and
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the
effects of governmental regulation, including but not limited to
local and
state franchise authorities, on our
business.
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All
forward-looking statements attributable to us or any person acting on our
behalf
are expressly qualified in their entirety by this cautionary statement. We
are under no duty or obligation to update any of the forward-looking statements
after the date of this release.
# # #