8-KRegulation FDExhibits & Filings

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Regulation FD Disclosure (Dec 30, 2009)

Filed December 30, 2009For Securities:CHTR

Summary

Charter Communications, Inc. (CHTR) filed an 8-K on December 30, 2009, to disclose its Emergence Date Equity Value. As per its Amended and Restated Certificate of Incorporation, the company announced an equity value of $2.2 billion as of November 30, 2009, which was the effective date of its Joint Plan of Reorganization. This disclosure is a procedural step following the company's emergence from chapter 11 bankruptcy protection. It is important for investors to note that this stated Emergence Date Equity Value is a defined term within the company's corporate documents and may not represent the actual market value of Charter's common stock. The filing also outlines potential trading restrictions on the common stock, which could be imposed if the equity value decreases significantly and specific ownership shifts occur, aiming to preserve the company's net operating loss carryforwards for tax purposes.

Key Highlights

  • 1Charter Communications announced an Emergence Date Equity Value of $2.2 billion as of November 30, 2009.
  • 2This value was determined in accordance with Charter's Amended and Restated Certificate of Incorporation.
  • 3The Emergence Date (November 30, 2009) marks the effective date of Charter's Joint Plan of Reorganization, following its emergence from chapter 11 bankruptcy.
  • 4The disclosed equity value is a procedural metric and may not reflect the current market trading price of Charter's common stock.
  • 5The company may impose trading restrictions on its common stock under certain conditions related to a significant decrease in equity value and ownership shifts.
  • 6These potential restrictions are intended to protect the company's ability to utilize net operating loss carryforwards for federal income tax purposes.
  • 7The filing includes a press release dated December 30, 2009, as an exhibit.

Frequently Asked Questions

The Emergence Date Equity Value is a specific valuation of Charter's equity ($2.2 billion as of November 30, 2009) as defined in the company's Certificate of Incorporation. It's a procedural disclosure made after the company emerged from bankruptcy and is used to establish a baseline for potential future trading restrictions related to tax asset preservation.

No, the filing explicitly states that the Emergence Date Equity Value does not necessarily reflect the actual market value of Charter's common stock. It is a figure determined in good faith based on the reorganization plan's valuation and serves a specific purpose outlined in the Certificate of Incorporation.

Charter may impose restrictions on the trading of its common stock if two conditions are met: (1) the equity value of Charter decreases by at least 35% from the Emergence Date Equity Value, and (2) an owner shift of at least 25 percentage points occurs. These restrictions are designed to protect the company's net operating loss carryforwards from potential limitations under Section 382 of the Internal Revenue Code.

Charter Communications' Joint Plan of Reorganization became effective on November 30, 2009, which is referred to as the 'Emergence Date' in the filing.