SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January
26, 2006
Charter
Communications, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or Other Jurisdiction of Incorporation or Organization)
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000-27927
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43-1857213
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(Commission
File Number)
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(I.R.S.
Employer Identification
Number)
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12405
Powerscourt Drive
St.
Louis, Missouri 63131
(Address
of principal executive offices including zip code)
(314)
965-0555
(Registrant's
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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ITEM
2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION OF
REGISTRANT.
On
January 26, 2006, CCH II, LLC and CCH II Capital Corp. (together, the
"Issuers"), indirect subsidiaries of Charter Communications, Inc., entered
into
a purchase agreement (the "Agreement") with J. P. Morgan Securities Inc.,
Credit
Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. as representatives
of several purchasers. In the Agreement, the Issuers agreed to
issue and
sell, in a private transaction under Rule 144A and Regulation S, $450 million
in
principal amount of 10.25% Senior Notes due 2010 (the "Notes").
In the
Agreement, the Issuers agreed to issue the Notes with the benefit of a
Registration Rights Agreement and under a Supplemental Indenture, each
with
terms substantially similar to the terms of the Issuers' existing 10.25%
senior
notes. The Notes will bear interest at 10.25% per annum, payable
on March
15 and September 15 of each year, will mature on September 15, 2010 and
are
redeemable at the Issuers' option on or after September 15, 2008 at various
redemption prices beginning at 105.25% in September 2008 and declining
to par in
September 2009. In addition, from the proceeds of certain equity
offerings, we may redeem up to 35% of the Notes at 110.25% of their principal
amount. The purchase of the Notes closed on January 30, 2006.
The
Issuers intend to use the foregoing net proceeds to repay, but not permanently
reduce, the outstanding debt balances under the existing revolving credit
facility of our subsidiary, Charter Communications Operating, LLC.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibit is filed pursuant to Item 2.03:
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10.1
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Purchase
Agreement dated January 26, 2006 (Incorporated by reference to
Exhibit
10.3 to the current report on Form 8-K of Charter Communications,
Inc.
filed on January 27, 2006 (File No.
000-27927)).
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Charter
Communications, Inc. has duly caused this Current Report to be signed on
its
behalf by the undersigned hereunto duly authorized.
CHARTER
COMMUNICATIONS, INC.
Registrant
Dated:
February 1, 2006
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By:/s/
Kevin D. Howard
Name:
Kevin D. Howard
Title:
Vice
President of Financial Reporting and
Analysis
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EXHIBIT
INDEX
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10.1
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Purchase
Agreement dated January 26, 2006 (Incorporated by reference
to Exhibit
10.3 to the current report on Form 8-K of Charter Communications,
Inc.
filed on January 27, 2006 (File No.
000-27927)).
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