FILED PURSUANT TO RULE 425
Filed by CCH II, LLC
Pursuant to Rule 425 under the Securities Act of 1933
Subject Corporation: Charter Communications, Inc.
Registration No.: 000-27927
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NEWS |
We have filed a registration statement on Form S-4 (including the prospectus contained
therein) with the Securities and Exchange Commission for the issuance of securities to which this
communication relates. Before you tender the subject securities or otherwise make any investment
decision with respect to the subject securities or the securities being offered, you should read
the prospectus in that registration statement and other documents we have filed with the SEC for
more complete information about Charter Communications, Inc. and its subsidiaries. You may get
these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov or by contacting
Charters Investor Relations department at Charter Plaza, 12405 Powerscourt Drive, St. Louis,
Missouri 63131, telephone number (314) 965-0555.
FOR RELEASE: 4:00 PM CT, Friday, August 11, 2006
CORRECTING and REPLACING CHARTER COMMUNICATIONS
ANNOUNCES EXCHANGE OFFER FOR UP TO $450 MILLION PRINCIPAL
AMOUNT OF 5.875% CONVERTIBLE SENIOR NOTES DUE 2009
ST. LOUIS, MO Charter Communications, Inc. (Nasdaq: CHTR) (Charter or the Company) has
revised the following press release issued this morning to correctly reflect the currently
outstanding amount of 11% Senior Secured Notes due 2015 of CCH I, LLC (the CCH I notes) as $3.5
billion rather than $2.5 billion as stated in the earlier release, and to clarify that the
referenced security interest would apply to all CCH I notes.
The corrected release reads:
CHARTER COMMUNICATIONS ANNOUNCES EXCHANGE OFFER FOR UP
TO $450 MILLION PRINCIPAL AMOUNT OF 5.875% CONVERTIBLE SENIOR
NOTES DUE 2009
ST. LOUIS, MO Charter Communications, Inc. (Nasdaq: CHTR) (Charter or the Company) announced
today that its wholly owned subsidiary, CCHC, LLC (CCHC) and CCHCs wholly owned subsidiary, CCH
II, LLC (CCH II and, together with CCHC, the Offerors), have filed a registration statement on
Form S-4 with the United States Securities and Exchange Commission (SEC) relating to a proposed
exchange offer (the Convertible Exchange Offer) for up to $450.0 million of its $862.5 million
principal amount outstanding 5.875% Convertible Senior Notes due 2009 (Convertible Notes). The
purpose of the Exchange Offer is to improve Charters financial flexibility by extending debt
maturities and reducing overall indebtedness.
The Offerors are offering up to $188.0 million in cash, 45 million shares of Class A Common Stock
of Charter (Class A Common Stock) and $146.3 million principal
amount of new CCH II Notes (CCH II Notes) in exchange for up to $450.0 million aggregate
principal amount of Convertible Notes.
The exchange consideration offered per $1,000 principal amount of Convertible Notes validly
tendered for exchange and not validly withdrawn on or prior to the expiration date consists of:
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$417.75 in cash, |
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100 shares of Class A Common Stock, and |
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$325.00 principal amount of 10.25% Senior Notes due 2010 issued by CCH II as an addition
to its currently outstanding series. |
The CCH II Notes will be pari passu with, of the same class as, and otherwise be substantially
identical in all respects to approximately $2.1 billion principal amount of currently outstanding
CCH II notes. The CCH II Notes will be issued under a temporary CUSIP number until the next
interest payment date, which is expected to be September 15, 2006, at which time it is expected
that they will be mandatorily merged into the existing CUSIP number of approximately $1.6 billion
outstanding principal amount of CCH II notes.
The Convertible Exchange Offer is not conditioned on a minimum amount of Convertible Notes being
tendered. However, the Offerors will not accept for exchange more than $450.0 million principal
amount of Convertible Notes (the Maximum Amount). As a result, if more than the Maximum Amount
of Convertible Notes is validly tendered and not validly withdrawn, the Offerors will accept
Convertible Notes from each holder pro rata, based on the total principal amount of Convertible
Notes validly tendered and not validly withdrawn.
Subject to applicable securities laws and the terms set forth in this Convertible Exchange Offer,
the Offerors reserve the right to amend the Convertible Exchange Offer in any respect; however, the
Offerors do not currently intend to change the amount of Class A Common Stock offered to more than
134 shares or less than 67 shares per $1,000 principal amount of Convertible Notes.
The Convertible Exchange Offer will expire at 11:59 PM ET on September 8, 2006, unless extended or
earlier terminated. A registration statement relating to the Convertible Exchange Offer is being
filed today with the SEC but will not be effective upon filing. The CCH II Notes and shares may not
be issued, nor may the Convertible Exchange Offer be accepted, prior to the time the registration
statement becomes effective.
In conjunction with certain private exchange offers, also being commenced today, by subsidiaries
of Charter Communications Holdings LLC, CCHC will contribute its 70% interest (the CC VIII
Interest) in the Class A preferred equity interests of CC VIII, LLC, a majority-owned indirect
subsidiary of Charter Communications Operating, LLC, to CCH I, LLC (CCH I). The CC VIII Interest
will be pledged as security for all of the approximately $3.5 billion in outstanding 11% Senior
Secured Notes due 2015 of CCH I
(CCH I Notes) as well as up to an additional $675 million in additional CCH I Notes that may be
issued in the private exchange offers.
The Tender Offer Statement, also being filed today with the SEC (including the prospectus attached
as an exhibit thereto, a related letter of transmittal and other offer documents, collectively the
Offer Documents) contains important information that should be read carefully before any decision
is made with respect to the Convertible Exchange Offer. It is likely that, during the pendency of
the Convertible Exchange Offer, the market price of Charters Class A Common Stock will be
volatile.
The Offer Documents will be made available to all holders of the Convertible Notes. Copies of the
prospectus and related letter of transmittal may be obtained from Global Bondholder Services
Corporation, the information agent for the Exchange Offer, at (866) 470-3700 (U.S. Toll-free) or
(212) 430-3774. The Dealer Managers for the Exchange Offer are Citigroup Global Markets Inc. and
Banc of America Securities LLC. For additional information, you may contact the Citigroup Special
Equity Transactions Group at (877) 531-8365 (U.S. Toll-free) or (212) 723-7406 or the Banc of
America Convertible Securities Department at (888) 583-8900 x2200 (U.S. Toll-free) or (212)
933-2200. The Offer Documents will also be available free of charge at the SECs website at
www.sec.gov.
This press release is neither an offer to sell nor a solicitation of an offer to buy any
securities. There shall not be any sale of the CCH II Notes or shares to be issued in the exchange
in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the laws of such jurisdiction.
About Charter Communications®
Charter Communications, Inc. is a leading broadband communications company and the third-largest
publicly traded cable operator in the United States. Charter provides a full range of advanced
broadband services, including advanced Charter Digital® video entertainment programming, Charter
High-Speed Internet access service, and Charter Telephone services. Charter Business similarly
provides scalable, tailored and cost-effective broadband communications solutions to business
organizations, such as business-to-business Internet access, data networking, video and music
entertainment services and business telephone. Charters advertising sales and production services
are sold under the Charter Media® brand. More information about Charter can be found at
www.charter.com.
Contact:
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Media:
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Analysts: |
Anita Lamont
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Mary Jo Moehle |
(314) 543-2215
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(314) 543-2397 |
Cautionary Statement Regarding Forward-Looking Statements:
This release includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities
Exchange Act of 1934, as amended (the Exchange Act), regarding, among other things, our plans,
strategies and prospects, both business and financial. The Company will not undertake to revise
forward-looking projections to reflect events after this date. Although we believe that our plans,
intentions and expectations reflected in or suggested by these forward-looking statements are
reasonable, we cannot assure you that we will achieve or realize these plans, intentions or
expectations. Forward-looking statements are inherently subject to risks, uncertainties and
assumptions. Many of the forward-looking statements contained in this release may be identified by
the use of forward-looking words such as believe, expect, anticipate, should, planned,
will, may, intend, estimated, aim, on track, and potential, among others. Important
factors that could cause actual results to differ materially from the forward-looking statements we
make in this release are set forth in reports or documents that we file from time to time with the
SEC, and include, but are not limited to:
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the availability, in general, of funds to meet interest payment obligations under our
debt and to fund our operations and necessary capital expenditures, either through cash
flows from operating activities, further borrowings or other sources and, in particular,
our ability to be able to provide under applicable debt instruments and under applicable
law, such funds (by dividend, investment or otherwise) to the applicable obligor of such
debt; |
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our ability to comply with all covenants in our indentures and credit facilities, any
violation of which would result in a violation of the applicable facility or indenture and
could trigger a default of other obligations under cross-default provisions; |
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our ability to pay or refinance debt prior to or when it becomes due and/or to take
advantage of market opportunities and market windows to refinance that debt through new
issuances, exchange offers or otherwise, including restructuring our balance sheet and
leverage position; |
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our ability to sustain and grow revenues and cash flows from operating activities by
offering video, high-speed Internet, telephone and other services and to maintain and grow
a stable customer base, particularly in the face of increasingly aggressive competition
from other service providers; |
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our ability to obtain programming at reasonable prices or to pass programming cost
increases on to our customers; |
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general business conditions, economic uncertainty or slowdown; and |
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the effects of governmental regulation, including but not limited to local franchise
authorities, on our business. |
All forward-looking statements attributable to us or any person acting on our behalf are expressly
qualified in their entirety by this cautionary statement. We are under no duty or obligation to
update any of the forward-looking statements after the date of this release.