Charter (ticker: CHTR, exchange: Privately Held)
News Release -
20-Mar-2007
Charter Announces Interim Results of $100 Million Tender Offer for Debt Securities ST. LOUIS--(BUSINESS WIRE)--March 20, 2007--Charter
Communications, Inc. (NASDAQ: CHTR) announced the results to date of
the cash tender offer (the "Tender Offer") by its indirect subsidiary,
Charter Communications Holdings, LLC ("Charter Holdings"), for certain
of its outstanding senior notes listed in the table below (the
"Notes"). Charter Holdings is offering to purchase an amount of its
outstanding Notes such that the amount Charter Holdings would be
required to pay for the purchase of the Notes in total (including
accrued and unpaid interest) in the Tender Offer shall not exceed $100
million (the "Maximum Payment Amount"), in accordance with the terms
and conditions described in the Offer to Purchase dated March 6, 2007.
As of 5:00 PM Eastern Daylight Time (EDT), on Monday, March 19,
2007, approximately $167.7 million in aggregate principal amount of
Notes had been validly tendered. The total consideration payable for
the Notes is a fixed price. All Notes tendered will be accepted for
purchase in a specified priority. The following table includes the
series of Notes subject to the Tender Offer, the amount validly
tendered to date, the acceptance priority of each series, and the
consideration for each series:
Early
Title Amount of Acceptance Tender Offer Tender Total
of Notes Priority Consideration Premium Consideration
Security Tendered Level (1) (1) (1)
----------------------------------------------------------------------
10.00%
Senior
Notes
due 2009 $16,358,000 1 $998.75 $15.00 $1,013.75
10.75%
Senior
Notes
due 2009 $7,368,000 1 $1,013.75 $15.00 $1,028.75
9.625%
Senior
Notes
due 2009 $15,540,000 1 $993.75 $15.00 $1,008.75
10.25%
Senior
Notes
due 2010 $14,620,000 2 $996.25 $15.00 $1,011.25
11.75%
Senior
Discount
Notes
due 2010 $5,228,000 2 $1,002.50 $15.00 $1,017.50
11.125%
Senior
Notes
due 2011 $15,050,000 3 $990.00 $15.00 $1,005.00
13.50%
Senior
Discount
Notes
due 2011 $6,319,000 3 $1,028.75 $15.00 $1,043.75
9.920%
Senior
Discount
Notes
due 2011 $34,425,000 3 $987.50 $15.00 $1,002.50
10.00%
Senior
Notes
due 2011 $5,452,000 3 $987.50 $15.00 $1,002.50
11.75%
Senior
Discount
Notes
due 2011 $1,001,000 3 $997.50 $15.00 $1,012.50
12.125%
Senior
Discount
Notes
due 2012 $46,348,000 3 $997.50 $15.00 $1,012.50
(1) Per $1,000 principal amount of Notes that are accepted for
purchase
Holders who tendered their Notes at or prior to 5:00 PM EDT, on
Monday, March 19, 2007, (the "Early Tender Time"), will receive the
Total Consideration, which includes an Early Tender Premium, in each
case as set forth in the preceding table. The Tender Offer will expire
at 5:00 PM EDT, on Tuesday, April 3, 2007, unless extended or earlier
terminated (the "Expiration Time"). The Early Tender Premium has been
extended for holders of Notes designated as "Acceptance Priority
Level" 1 and 2 such that Notes tendered after the Early Tender Time
but at or prior to the Expiration Time will receive the Total
Consideration. Holders of Notes designated as Acceptance Priority
Level 3 that tender their Notes after the Early Tender Time but at or
prior to the Expiration Time will receive the Tender Offer
Consideration, which is the Total Consideration less the Early Tender
Premium. In addition, in all cases, holders of Notes that are accepted
for purchase will receive accrued and unpaid interest from the last
interest payment date for such series of Notes to, but not including,
the date the Notes are purchased.
Because the amount Charter Holdings would be required to pay for
the purchase of the tendered Notes, together with accrued and unpaid
interest, exceeds the Maximum Payment Amount, Charter Holdings will
(subject to the terms and conditions of the Tender Offer) accept Notes
for purchase in accordance with the Acceptance Priority Level set
forth in the preceding table. Based on tenders to date and subject to
additional tenders received prior to the Expiration Time and
consummation of the offer:
- Acceptance Priority Level 1: 100% of the $39.3 million Notes
tendered due 2009 would be accepted for purchase,
- Acceptance Priority Level 2: 100% of the $19.8 million Notes
tendered due 2010 would be accepted for purchase, and
- Acceptance Priority Level 3: A portion of the $108.6 million
Notes tendered due 2011 and 2012 would be accepted for
purchase.
Final proration of the tenders of the Notes, up to the Maximum
Payment Amount, will be determined based on the amount of Notes
tendered prior to Expiration Time and, accordingly, the foregoing
interim results are subject to change. Notes tendered prior to the
Early Tender Time do not have priority acceptance over Notes tendered
between the Early Tender Time and the Expiration Time.
Except as set forth in the Offer to Purchase or as required by
applicable law, Notes tendered prior to 5:00 PM EDT, on Monday,
March 19, 2007 (the "Withdrawal Deadline"), may no longer be
withdrawn, and Notes tendered after the Withdrawal Deadline but before
the Expiration Time may not be withdrawn except to the extent required
by law. Charter Holdings may increase the Maximum Payment Amount for
the Notes at its discretion without extending the Withdrawal Deadline.
The Tender Offer is conditioned on the satisfaction of certain
limited conditions. If any of the conditions are not satisfied,
Charter Holdings is not obligated to accept for payment, purchase, or
pay for, and may delay the acceptance for payment of, any tendered
Notes, in each event, subject to applicable laws, and may terminate
the Tender Offer.
Citigroup Corporate and Investment Banking is the Dealer Manager
for the Tender Offer. Global Bondholder Services Corporation is the
Information Agent and Depositary. This press release is neither an
offer to purchase nor a solicitation of an offer to sell the Notes.
The offer is made only by an Offer to Purchase dated March 6, 2007,
and the information in this news release is qualified by reference to
the Offer to Purchase. Persons with questions regarding the offer
should contact the Dealer Manager at (212) 723-6106 or toll-free at
(800) 558-3745, or the Information Agent at (212) 430-3774 or
toll-free at (866) 294-2200.
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(R) video entertainment
programming, Charter High-Speed(TM) Internet access service, and
Charter Telephone(TM) services. Charter Business(TM) 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. Charter's advertising
sales and production services are sold under the Charter Media(R)
brand. More information about Charter can be found at www.charter.com.
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.
Charter 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," "target," "opportunity" 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:
- 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
the applicable debt instruments such funds (by dividend,
investment or otherwise) to the applicable obligor of such
debt;
- our ability to comply with all covenants in our indentures and
credit facilities, any violation of which could trigger a
default of our other obligations under cross-default
provisions;
- 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;
- competition from other video programming distributors,
including incumbent telephone companies, direct broadcast
satellite operators, wireless broadband providers and DSL
providers;
- unforeseen difficulties we may encounter in our continued
introduction of our telephone services such as our ability to
meet heightened customer expectations for the reliability of
voice services compared to other services we provide and our
ability to meet heightened demand for installations and
customer service;
- 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;
- our ability to obtain programming at reasonable prices or to
pass programming cost increases on to our customers;
- general business conditions, economic uncertainty or slowdown;
and
- 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.
CONTACT: Charter Communications, Inc.
Mary Jo Moehle, 314-543-2397
SOURCE: Charter Communications, Inc.
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