8-KMaterial AgreementsFinancial EventsOther Events+1

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Material Agreement (Jul 3, 2008)

Filed July 3, 2008For Securities:CHTR

Summary

This 8-K filing by Charter Communications, Inc. (CHTR) on July 3, 2008, primarily reports on a debt exchange transaction. On June 30, 2008, the company announced the results of an offer by its indirect subsidiaries, CCH II, LLC and CCH II Capital Corp (CCH II), to exchange existing 10.25% Senior Notes due 2010 for new 10.25% Senior Notes due 2013. Approximately $338 million in principal amount of the old notes were tendered, resulting in the issuance of roughly $364 million in principal amount of the new notes on July 2, 2008. This transaction effectively extends the maturity of a portion of CCH II's debt and refinances it into notes due in 2013. The new notes are senior unsecured obligations of CCH II, guaranteed by Charter Holdings on a senior unsecured basis, and rank equally with other existing and future senior unsecured debt of CCH II. The filing also includes details on the terms of the new notes, including their interest rate, maturity, redemption provisions, and a registration rights agreement to facilitate their future tradability.

Key Highlights

  • 1Charter Communications' indirect subsidiaries, CCH II, completed an exchange offer for its 10.25% Senior Notes.
  • 2Approximately $338 million principal amount of 2010 Senior Notes were tendered for exchange.
  • 3Around $364 million principal amount of new 10.25% Senior Notes due 2013 were issued.
  • 4The exchange effectively extends the maturity of a portion of the company's debt from 2010 to 2013.
  • 5The new notes are senior unsecured obligations of CCH II, guaranteed by Charter Holdings.
  • 6The interest rate on the new notes remains 10.25% per annum.
  • 7A registration rights agreement was entered into to ensure the new notes can become freely tradable.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report on the successful completion of a debt exchange offer by Charter Communications' indirect subsidiary, CCH II. The company exchanged its existing 10.25% Senior Notes due 2010 for new 10.25% Senior Notes due 2013, effectively refinancing and extending the maturity of a portion of its debt.

Approximately $338 million in principal amount of the 'Old Notes' (10.25% Senior Notes due 2010) were tendered. As a result of the modified Dutch auction exchange ratio, approximately $364 million in principal amount of the 'New Notes' (10.25% Senior Notes due 2013) were issued.

The new notes mature on October 1, 2013, and bear interest at 10.25% per annum, payable semi-annually. They are senior unsecured obligations of CCH II, guaranteed by Charter Holdings, and rank pari passu with CCH II's other senior unsecured indebtedness. The notes are redeemable by CCH II under specific conditions, including at a premium starting in October 2010.

The Registration Rights Agreement ensures that the New Notes will become freely tradable. If the restrictive legends on the notes are not removed within 370 days of issuance, Charter Holdings and CCH II are obligated to use their best efforts to file a registration statement with the SEC for an exchange offer, allowing the existing notes to be exchanged for substantially identical registered notes.