8-KSecurities & Listing

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Unregistered Securities Sale (Sep 4, 2008)

Filed September 4, 2008For Securities:CHTR

Summary

Charter Communications, Inc. (CHTR) has filed an 8-K report detailing a significant event in its capital structure. As of August 29, 2008, the company completed an exchange of all outstanding Series A Convertible Redeemable Preferred Stock for shares of its Class A Common Stock. This transaction effectively eliminates the preferred stock class, simplifying the company's equity structure and removing any associated liquidation preferences and redemption obligations. The exchange involved 36,713 shares of Preferred Stock, with a liquidation preference of $4,840,985, being converted into 4,699,986 shares of Common Stock. This transaction was conducted through private exchange agreements with the existing preferred stockholders and was structured under Section 3(a)(9) of the Securities Act of 1933, indicating it was a non-registered offering exempt from SEC registration requirements. Importantly, Charter Communications received no cash proceeds from this exchange, as it was a conversion of existing debt-like securities into equity.

Key Highlights

  • 1All outstanding Series A Convertible Redeemable Preferred Stock has been exchanged for Class A Common Stock.
  • 236,713 shares of Preferred Stock with a liquidation preference of $4,840,985 were exchanged.
  • 34,699,986 shares of Class A Common Stock were issued in the exchange.
  • 4The transaction eliminates the Series A Convertible Redeemable Preferred Stock from the company's capital structure.
  • 5The exchange was conducted under Section 3(a)(9) of the Securities Act of 1933, indicating a private, non-registered offering.
  • 6No cash proceeds were received by Charter Communications from this exchange.
  • 7The preferred stock exchange was made directly with existing holders of the Preferred Stock.

Frequently Asked Questions

The primary purpose was to report the completion of an exchange transaction where all of Charter Communications' Series A Convertible Redeemable Preferred Stock was converted into Class A Common Stock. This effectively eliminated the preferred stock class from the company's capitalization.

A total of 36,713 shares of Series A Convertible Redeemable Preferred Stock, representing a liquidation preference of $4,840,985, were exchanged.

4,699,986 shares of Charter Communications' Class A Common Stock were issued in exchange for the preferred stock.

No, Charter Communications did not receive any cash proceeds from this exchange. It was a conversion of existing preferred stock into common stock, not a sale for cash.

No, the shares of Class A Common Stock issued were not registered with the SEC. They were issued pursuant to Section 3(a)(9) of the Securities Act of 1933, which provides an exemption for exchanges of securities with existing security holders.