8-KLeadership ChangesMaterial AgreementsFinancial Events+1

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Material Agreement (Jan 27, 2006)

Filed January 27, 2006For Securities:CHTR

Summary

Charter Communications, Inc. (CHTR) filed an 8-K on January 27, 2006, reporting significant developments primarily related to executive appointments and debt financing. The company announced the appointment of Jeffrey T. Fisher as Executive Vice President and Chief Financial Officer, effective February 6, 2006. Mr. Fisher brings experience from Delta Airlines, including a role in restructuring, and his compensation package includes a substantial salary, bonus, stock options, and restricted stock grants, along with severance provisions. In addition to the executive change, Charter's indirect subsidiaries, CCO Holdings, LLC and CCH II, LLC, have been active in managing the company's debt structure. They entered into a Waiver and Amendment to their Senior Bridge Loan Agreement, allowing for the issuance of $450 million in 10.25% Senior Notes due 2010. The net proceeds from these notes will be used to repay, but not permanently reduce, outstanding debt under an existing credit facility. This debt issuance, conducted via a private transaction, aims to manage the company's short-term and long-term capital structure.

Key Highlights

  • 1Appointment of Jeffrey T. Fisher as Executive Vice President and Chief Financial Officer, effective February 6, 2006.
  • 2Mr. Fisher's compensation package includes a $500,000 annual salary, a $100,000 signing bonus, performance bonuses, stock options, and restricted stock awards.
  • 3Charter's indirect subsidiaries are issuing $450 million in 10.25% Senior Notes due 2010.
  • 4The proceeds from the note issuance will be used to repay outstanding debt under a revolving credit facility.
  • 5The Senior Bridge Loan Agreement was amended to facilitate the new debt issuance, with the availability amount potentially reduced based on note proceeds exceeding $275 million.
  • 6The debt issuance was conducted as a private transaction under Rule 144A and Regulation S.
  • 7Mr. Fisher's employment agreement includes a two-year term, severance benefits, a one-year non-compete clause, and a two-year non-solicitation clause.

Frequently Asked Questions

Jeffrey T. Fisher has been appointed as the new Executive Vice President and Chief Financial Officer, effective February 6, 2006.

Charter's indirect subsidiaries are issuing $450 million in principal amount of 10.25% Senior Notes due 2010.

The net proceeds from the sale of the Notes are intended to repay, but not permanently reduce, outstanding debt balances under an existing revolving credit facility of a Charter subsidiary.

Mr. Fisher's compensation includes a $500,000 annual salary, a $100,000 signing bonus, eligibility for performance-based bonuses of up to 70% of salary, participation in incentive plans, a grant of 50,000 restricted shares, and options to purchase over 1.1 million shares of Charter's Class A common stock.