8-KMaterial AgreementsFinancial EventsExhibits & Filings

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Material Agreement (Aug 23, 2005)

Filed August 23, 2005For Securities:CHTR

Summary

Charter Communications, Inc. (CHTR) announced a significant debt issuance through its indirect subsidiaries, CCO Holdings, LLC and CCO Holdings Capital Corp. On August 17, 2005, the company entered into a Supplemental Indenture to issue $300 million in 8.75% senior notes due 2013. These notes are unsecured and rank equally with existing senior unsecured debt. These new notes are substantially identical to previously issued notes, with the key difference being their subject to transfer restrictions until an exchange offer is completed. Charter has also entered into a Registration Rights Agreement obligating it to file for an exchange offer registration statement within 90 days and have it become effective within 210 days, with consummation within 30 business days thereafter. Failure to meet these obligations could result in special interest payments to noteholders, indicating a commitment to providing registered securities to investors.

Key Highlights

  • 1Charter Communications, Inc. (via subsidiaries CCO Holdings, LLC and CCO Holdings Capital Corp.) issued $300 million in 8.75% senior notes due 2013.
  • 2The new notes are unsecured and rank equally with existing senior unsecured debt.
  • 3The issuance is a refinancing or an addition to existing debt, as the terms are substantially identical to previously issued notes.
  • 4A Registration Rights Agreement mandates Charter to file for an exchange offer for these notes within 90 days and complete it within a specified timeframe.
  • 5Failure to comply with registration rights obligations may result in special interest payments to noteholders.
  • 6The notes were sold to qualified institutional buyers (Rule 144A) and non-U.S. persons outside the U.S. (Regulation S).
  • 7A change of control event could trigger an offer to repurchase the notes at 101% of principal plus accrued interest.

Frequently Asked Questions

This Form 8-K filing announces that Charter Communications, Inc., through its subsidiaries, has issued $300 million in new senior notes due 2013 and entered into related agreements, including a registration rights agreement.

The notes bear an interest rate of 8.75% per annum, payable semi-annually, and mature on November 15, 2013. They are unsecured and rank equally with the Issuers' existing and future senior unsecured debt. The notes can be redeemed by the Issuers starting November 15, 2008, with specific redemption prices.

The Registration Rights Agreement requires Charter to file a registration statement for an exchange offer within 90 days of the notes' issuance. This is intended to allow investors who purchased the restricted notes (under Rule 144A/Regulation S) to exchange them for freely tradable, registered notes, providing liquidity and regulatory compliance for future resales.

Yes, the notes include a provision that upon a change of control, Charter may be required to offer to repurchase all of the notes at 101% of their principal amount plus accrued interest. Additionally, failure to comply with the registration rights obligations could result in the company paying special interest to the noteholders.