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 5, 2009
Charter Communications,
Inc.
(Exact name of registrant as
specified in its charter)
(Debtor - In - Possession as of March 27, 2009)
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)
ITEM
7.01
REGULATION FD.
On March 27, 2009, Charter
Communications, Inc. (the “Company”), and certain of its subsidiaries
(collectively, the “Debtors”) filed voluntary petitions in the United States
Bankruptcy Court for the Southern District of New York (the
“Bankruptcy Court”) seeking relief under the provisions of Chapter 11 of Title
11 of the United States Code.
Disclosure
Statement
In connection with the chapter 11
cases, the Company has made information available on its website (www.charter.com under
the “Investor and News Center” tab), including a revised plan of reorganization
and a revised disclosure statement dated May 7, 2009. The
disclosure statement, which describes the proposed plan of
reorganization and contains other important information about the Debtors, has
been approved by the Bankruptcy Court and will be circulated to creditors
entitled to vote on the plan of reorganization. A copy of the press
release announcing the approval is attached as Exhibit 99.1.
Investor Certificate
Deadline
As previously disclosed, in connection
with the chapter 11 cases, the Debtors intend to raise funds through the
issuance of rights to purchase shares of new Class A Common Stock, par value
$.001 per share, of Charter Communications, Inc. (“New Class A Stock”). These
rights will be issued to certain existing holders of the 11.000% senior secured
notes due October 1, 2015 issued by CCH I, LLC and CCH I Capital Corp. (“CCH I
Notes”). In particular, the rights will only be issued to those
holders of CCH I Notes (“Eligible Holders”) that timely certify that they are
“accredited investors” or “qualified institutional buyers” as such terms are
defined in Rule 501 and Rule 144A, respectively, under the Securities Act of
1933, as amended (the “Securities Act”). Existing holders of CCH I
Notes that timely certify that they are not Eligible Holders (“Ineligible
Holders”) will have the right to receive shares of New Class A Stock with a
value equal to the value of the rights that such holders would have been offered
if they were Eligible Holders. In order to be an Eligible Holder or
an Ineligible Holder, a holder of CCH I Notes must have held such CCH I Notes at
the close of business on April 17, 2009.
Copies of the Investor Certificate
pursuant to which the certifications described in the immediately preceding
paragraph are to be made were disseminated through the facilities of The
Depository Trust Company on April 17, 2009.
In order to be “timely,” Investor
Certificates must be properly completed and delivered by 5:00 p.m. Prevailing
Eastern Time on May 11, 2009, as more fully set forth in the Investor
Certificates.
Holders must timely complete the
Investor Certificates in order to receive rights, in the case of Eligible
Holders, or New Class A Stock in lieu of rights, in the case of Ineligible
Holders. Holders of CCH I Notes should contact their broker, bank, or other
nominee where they hold their CCH I Notes for more information.
Questions
about the Investor Certificates can be directed to Financial Balloting Group at
(646) 282-1800.
Important
Note
The terms of any plan of
reorganization, including the rights offering, may change and there are no
assurances that the plan of reorganization will be confirmed by the Bankruptcy
Court.
This Current Report on Form 8-K is not
an offer to sell any securities and is not soliciting an offer to buy any
securities. The rights offering and offering of the underlying New
Class A Stock, when made, have not been registered under the Securities Act, or
any state securities laws, 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. The rights offering will be made
only to Eligible Holders.
ITEM 9.01. FINANCIAL STATEMENTS
AND EXHIBITS.
The
following exhibit is furnished pursuant to 7.01:
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Exhibit
Number
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Description
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99.1
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Press
release, dated May 5, 2009 announcing approval of the Disclosure
Statement.*
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*
furnished 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.
&
#160; CHARTER COMMUNICATIONS,
INC.
&
#160; Registrant
Dated May
8, 2009
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By:/s/ Kevin D.
Howard
Name:
Kevin D. Howard
Title: Vice President,
Controller 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
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Press
release, dated May 5, 2009 announcing approval of the Disclosure
Statement.*
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*
furnished herewith
Exhibit
99.1
NEWS
FOR
RELEASE: May 5, 2009
Court
Approves Charter Communications Disclosure Statement
Company
to begin solicitation of votes on its Pre-Arranged Joint Plan of
Reorganization
Confirmation
hearing scheduled for July 20, 2009
St. Louis, MO – Charter
Communications, Inc. (Pink OTC: CHTRQ) and its subsidiaries (“Charter” or the
“Company”) today announced that the United States Bankruptcy Court for the
Southern District of New York (the “Court”) approved the Disclosure Statement
filed in connection with the Company’s proposed pre-arranged Joint Plan of
Reorganization (the “Pre-Arranged Plan”) and authorized Charter to begin
soliciting votes on the Pre-Arranged Plan. At Charter’s confirmation
hearing, the Court will consider approval of the Pre-Arranged Plan, including
the reinstatement of the debt of CCO Holdings, LLC and Charter Communications
Operating, LLC, both subsidiaries of Charter.
As
previously announced, Charter’s Pre-Arranged Plan is supported by Paul G. Allen
and his affiliates, as well as by holders of approximately 73% in principal
amount of the 11.00% Senior Secured Notes due 2015 of CCH I, LLC and
approximately 52% in principal amount of the 10.25% Senior Notes due 2010 and
2013 of CCH II, LLC.
“We are
pleased to have reached this important milestone in our financial restructuring,
and now with the Court’s authorization, we can begin the solicitation of
stakeholder votes on our Pre-Arranged Plan,” said Neil Smit, President and Chief
Executive Officer. “Charter continues to remain focused on offering
our customers the latest products and reliable services, including cable,
Internet and phone service. We are moving forward on our financial
restructuring as planned and expect to emerge as a stronger
company.”
Charter
will soon begin the process of soliciting votes for the Pre-Arranged Plan from
eligible stakeholders. The Court has set the voting deadline for June
15, 2009, for eligible
stakeholders.
Additionally, the Court scheduled the hearing to consider confirmation of
the Pre-Arranged Plan for July 20, 2009.
As
previously announced, on March 27, 2009, Charter filed its Pre-Arranged Plan and
Chapter 11 petitions in the United States Bankruptcy Court for the Southern
District of New York in order to implement a financial restructuring, which,
upon approval, would reduce the Company’s debt by approximately $8
billion. Additional information about Charter’s restructuring,
including the Disclosure Statement describing the Pre-Arranged Plan and the
terms of the committed and optional investments by members of the Bondholder
Committee, is available at the Company’s website www.charter.com. You
may also receive information from the Company’s restructuring information line,
800-419-3922. For access to Court documents and other general
information about the Chapter 11 cases, please visit
www.kccllc.net/charter.
About
Charter Communications
Charter
Communications, Inc. is a leading broadband communications company and the
fourth-largest cable operator in the United States. Charter provides a full
range of advanced broadband services, including advanced Charter Digital Cable®
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. On March 27, 2009, Charter filed
a Pre-Arranged Plan and Chapter 11 petitions in the United States Bankruptcy
Court for the Southern District of New York. Charter believes its operations are
strong and expects to continue operating as usual during the financial
restructuring. More information about Charter can be found at
www.charter.com.
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," "plans," "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, including our
quarterly reports on Form 10-Q filed in 2008 and our most recent annual report
on Form 10-K, and include, but are not limited to:
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the
completion of the Company's restructuring including the outcome and impact
on our business of the proceedings under Chapter 11 of the Bankruptcy
Code;
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the
ability of the Company to satisfy closing conditions under the
agreements-in-principle and Pre-Arranged Plan and related documents and to
have the Pre-Arranged Plan confirmed by the bankruptcy
court;
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the
availability of and access to, in general, funds to meet interest payment
obligations under our debt and to fund our operations and necessary
capital expenditures, either through cash on hand, 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;
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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;
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our
ability to repay debt prior to or when it becomes due and/or successfully
access the capital or credit markets to refinance that debt through new
issuances, exchange offers or otherwise, including restructuring our
balance sheet and leverage position, especially given recent volatility
and disruption in the capital and credit
markets;
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the
impact of competition from other distributors, including incumbent
telephone companies, direct broadcast satellite operators, wireless
broadband providers, and digital subscriber line ("DSL")
providers;
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difficulties
in growing, further introducing, and operating our telephone services,
while adequately meeting customer expectations for the reliability of
voice services;
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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 downturn, including the
recent volatility and disruption in the capital and credit markets and the
significant downturn in the housing sector and overall economy;
and
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the
effects of governmental regulation 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.
# #
#
Contacts:
Media:
Anita
Lamont, 314-543-2215
Charter
Communications, Inc.
Andy
Brimmer / Sharon Stern
Joele
Frank, Wilkinson Brimmer Katcher
212-355-4449
or
Analysts:
Mary Jo
Moehle, 314-543-2397
Charter
Communications, Inc.