8-KOther Events

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report (Jun 3, 2003)

Filed June 3, 2003For Securities:CHTR

Summary

Charter Communications, Inc. (CHTR) filed an 8-K on June 3, 2003, to update investors on the status of a significant transaction related to the 2000 Bresnan acquisition. Specifically, the report addresses the postponement of the closing of a sale involving Class A Preferred Membership Interests (the "CC VIII Interest") issued to certain sellers affiliated with AT&T Broadband, now owned by Comcast Corporation. This transaction, where the Comcast Sellers have the right to sell their interest to Mr. Allen for approximately $630 million plus annual interest, was originally scheduled to close in April 2003 but has been deferred to June 2003. The company also noted that parties have agreed to negotiate good faith alternatives to the closing. Investors should note that this 8-K is primarily informational regarding this specific transaction and references the company's more detailed Form 10-K filed in April 2003 for broader financial information. The filing also includes a standard cautionary statement regarding forward-looking statements, highlighting a range of risks including competition, debt covenants, funding availability, financial restatements, ongoing investigations (grand jury, SEC), litigation, refinancing needs, programming costs, and general economic conditions.

Key Highlights

  • 1Postponement of the closing of a sale involving CC VIII Interest, originally set for April 2003, now deferred to June 2003.
  • 2The transaction relates to Class A Preferred Membership Interests issued to Comcast-affiliated sellers in connection with the February 2000 Bresnan acquisition.
  • 3The Comcast Sellers have a "put right" to sell their CC VIII Interest (or converted common stock) to Mr. Allen for approximately $630 million plus 4.5% annual interest from February 2000.
  • 4Parties have agreed to negotiate in good faith possible alternatives to the closing of this transaction.
  • 5The 8-K filing directs investors to the April 15, 2003 Form 10-K for additional information regarding this matter.
  • 6The filing includes a comprehensive "Cautionary Statement" detailing various business and financial risks facing Charter Communications.

Frequently Asked Questions

This 8-K filing primarily serves to inform investors that the closing of a significant transaction related to the 2000 Bresnan acquisition, involving the sale of CC VIII Interests to Comcast-affiliated sellers, has been postponed from April 2003 to June 2003.

The 'Comcast Put Right' refers to an agreement where certain sellers affiliated with AT&T Broadband (now Comcast) have the right to sell their Class A Preferred Membership Interests in CC VIII, LLC, or its equivalent common stock, to Mr. Allen for approximately $630 million plus 4.5% annual interest accrued since February 2000.

The filing lists numerous risks, including intense competition, ability to meet debt covenants, availability of funding for operations and debt repayment, consequences of financial restatements, ongoing government and shareholder investigations/litigation, refinancing debt due in 2005, achieving free cash flow, programming costs, general economic conditions, and regulatory impacts.

No, this 8-K filing is primarily an update on a specific transaction and directs investors to the company's Annual Report on Form 10-K filed on April 15, 2003, for more comprehensive financial information and details on related issues.