8-KMaterial AgreementsExhibits & Filings

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Material Agreement (Feb 15, 2006)

Filed February 15, 2006For Securities:CHTR

Summary

Charter Communications, Inc. (CHTR) filed an 8-K on February 15, 2006, reporting on a material definitive agreement entered into on February 9, 2006. The company entered into an underwriting agreement with Citigroup Global Markets Inc. to issue up to 55,088,070 shares of Class A common stock in a registered public offering. The issuance was completed on February 14, 2006, with 22 million shares sold. Notably, these shares were issued pursuant to a prior share lending agreement, meaning Charter Communications did not receive proceeds from the sale of these shares directly. Instead, the company received a nominal loan fee of $0.001 per share issued to the underwriter. The primary purpose of this transaction appears to be facilitating a share lending arrangement rather than direct capital raising for Charter.

Key Highlights

  • 1Charter Communications entered into an underwriting agreement on February 9, 2006, with Citigroup Global Markets Inc.
  • 2The agreement involved a registered public offering of up to 55,088,070 shares of Class A common stock on a best efforts basis.
  • 3The offering was consummated on February 14, 2006, with 22 million shares issued.
  • 4The shares were issued under a prior share lending agreement, meaning Charter did not receive proceeds from the sale.
  • 5Charter received a loan fee of $0.001 per share issued to the underwriter.
  • 6This transaction primarily served to facilitate a share lending arrangement for the underwriter.

Frequently Asked Questions

No, Charter Communications did not raise capital directly from the sale of these 22 million shares. The shares were issued under a share lending agreement to an underwriter, and Charter received only a nominal loan fee of $0.001 per share.

The shares were issued to facilitate a share lending arrangement. The underwriter, acting on behalf of Citigroup Global Markets Limited, borrowed these shares from Charter, likely for short selling or other market activities. Charter received a fee for lending these shares.

A total of 22 million shares of Class A common stock were issued and sold by February 14, 2006. Charter Communications received a loan fee of $0.001 per share, totaling $22,000, rather than proceeds from the sale of the stock.

No, this is not a typical method for a company to raise capital. Usually, when a company issues stock in a public offering, it receives proceeds from the sale to fund its operations or growth. This transaction was structured around a share lending agreement.