8-KMaterial AgreementsExhibits & Filings

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Material Agreement (Nov 28, 2005)

Filed November 28, 2005For Securities:CHTR

Summary

Charter Communications, Inc. (CHTR) filed an 8-K on November 28, 2005, reporting on a material definitive agreement. Specifically, on November 21, 2005, Charter entered into an underwriting agreement with Citigroup Global Markets Inc. to issue 67,741,300 shares of Class A common stock. This issuance was part of a previously established share lending agreement where Charter had agreed to loan up to 150 million shares. Importantly, Charter did not receive proceeds from the sale of these 67.7 million shares. Instead, the transaction was structured such that Charter received a nominal loan fee of $0.001 per share issued to the underwriter. This filing indicates a significant share transaction that, while involving a large number of shares, did not directly inject capital into Charter from this specific offering.

Key Highlights

  • 1Charter Communications entered into an underwriting agreement on November 21, 2005, with Citigroup Global Markets Inc.
  • 2The agreement involved the issuance of 67,741,300 shares of Class A common stock.
  • 3The shares were issued pursuant to a prior share lending agreement, with Charter loaning shares to the underwriter.
  • 4Charter did not receive proceeds from the sale of these 67.7 million shares.
  • 5Charter received a loan fee of $0.001 per share issued under the underwriting agreement.
  • 6The consummation of the share issuance occurred on November 28, 2005.
  • 7The filing indicates a large-scale share transaction structured as a loan and subsequent resale, rather than a direct equity offering for capital.

Frequently Asked Questions

No, Charter Communications did not receive proceeds from the sale of the 67,741,300 shares of Class A common stock in this transaction. The shares were issued under a share lending agreement, and Charter received only a nominal loan fee.

The shares were issued to an underwriter (Citigroup Global Markets Inc.) as part of a share lending arrangement. Charter loaned these shares to the underwriter, who then sold them to the market. This structure is often used in various financial transactions, such as facilitating short sales or other market-making activities.

The loan fee of $0.001 per share is a nominal amount, indicating that the primary purpose was not to generate significant revenue for Charter from the loan itself, but rather to facilitate the underwriting and sale of the shares by Citigroup.

Charter had previously agreed to loan up to 150 million shares of Class A common stock under the share lending agreement. This specific underwriting agreement related to 67,741,300 of those shares.