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): March 6,
2007
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
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Amended
and Restated Credit Agreement of Charter Communications Operating,
LLC
On
March
6, 2007, Charter Communications Operating, LLC (“Charter Operating”), an
indirect subsidiary of Charter Communications, Inc. (“Charter”), entered into an
Amended and Restated Credit Agreement among Charter Operating, CCO
Holdings, LLC
(“CCO Holdings”), the several lenders from time to time that are parties
thereto, JPMorgan Chase Bank, N.A., as administrative agent, and certain
other
agents (the “Charter Operating Credit Agreement”), and it entered into a related
Amended and Restated Guarantee and Collateral Agreement among CCO Holdings,
and
certain of Charter Operating’s subsidiaries in favor of JPMorgan Chase Bank,
N.A., as administrative agent (the “Guarantee and Collateral Agreement”).
The
Charter Operating Credit Agreement amends and restates the Amended
and Restated
Credit Agreement, dated as of March 18, 1999, as amended and restated
as of
April 27, 2004 and as of April 28, 2006, by and among Charter Operating,
CCO
Holdings, the several lenders from time to time parties thereto, and
the agents
named therein (the “Existing Credit Agreement”).
The
Charter Operating Credit Agreement consists of a $1.5 billion senior
secured revolving line of credit, a continuation of the existing $5
billion term
loan facility (the "Existing Term Loan") and a $1.5 billion new term
loan
facility (the "New Term Loan") which will be funded in one or more
drawings on
or prior to April 30, 2007. Borrowings under the Charter Operating
Credit
Agreement bear interest at a variable interest rate based on either
LIBOR or a
base rate, plus in either case, an applicable margin. The applicable
margin for
LIBOR loans under the New Term Loan is 2.00% above LIBOR. The applicable
margin
for LIBOR revolving loans is 2.00% above LIBOR. The revolving line
of credit
commitments terminate on March 6, 2013. The Existing Term Loan and
the New Term
Loan are subject to amortization at 1% of their initial principal amount
per
annum. The remaining principal amount of the New Term Loan will be
due on March
6, 2014.
The
terms
of the Existing Term Loan have been amended effective March 6, 2007.
The
refinancing of the $5 billion Existing Term Loan with new term loans
is
permitted under the Charter Operating Credit Agreement and is expected
to close
April 30, 2007, after which the pricing (LIBOR plus 2.00%) and amortization
profile of such term loan will match the New Term Loan described above.
Until
such time, the Existing Term Loan remains priced at 2.625% above
LIBOR.
The
Charter Operating Credit Agreement is guaranteed by CCO Holdings and
the
subsidiaries of Charter Operating that guarantee the Existing Credit
Agreement,
and is secured by the same collateral that secures the Existing Credit
Agreement, including (i) the assets of Charter Operating and its subsidiaries
(other than assets of the non-guarantor subsidiaries), to the extent
such lien
can be perfected under the Uniform Commercial Code by the filing of
a financing
statement, and (ii) a pledge by CCO Holdings of the equity interests
owned by it
in Charter Operating or any of its subsidiaries, as well as intercompany
obligations owing to it by any of such entities, in each case as set
forth in
the Guarantee and Collateral Agreement, and (iii) a pledge by Charter
Operating
and its subsidiaries of equity interests or intercompany notes held
by them.
The
Charter Operating Credit Agreement contains financial covenants requiring
Charter Operating to maintain a quarterly consolidated leverage ratio
not to
exceed 5 to 1 and a first lien leverage ratio not to exceed 4 to 1.
The
agreement also contains a number of restrictions on Charter Operating’s
business, including, but not limited to, restrictions on Charter Operating
and
its subsidiaries’ (and in certain instances, CCO Holdings’s) ability to incur
indebtedness; grant liens on assets; merge, consolidate, or sell assets;
pay
dividends or make other restricted payments; make investments; prepay
or modify
certain indebtedness or management fees; engage in transactions with
affiliates;
enter into sale-leaseback transactions; or engage in other business).
The
Charter Operating Credit Agreement also contains a number of affirmative
covenants and events of default, including a cross default to other
debt of CCO
Holdings, Charter Operating, or subsidiaries of Charter Operating in
an
aggregate amount equal to more than $100 million and the occurrence
of a change
of control. Failure to comply with these covenants, or the occurrence
of any
other event of default, could result in acceleration of Charter Operating’s debt
and other financial obligations under the Charter Operating Credit
Agreement.
The
foregoing does not constitute a complete summary of the terms of the
Charter
Operating Credit Agreement and the Guarantee and Collateral Agreement.
The
descriptions of the terms of the Charter Operating Credit Agreement
and the
Guarantee and Collateral Agreement are qualified in their entirety
by reference
to such agreements.
Credit
Agreement of CCO Holdings, LLC
On
March
6, 2007, CCO Holdings, an indirect subsidiary of Charter, entered into
a credit
agreement among CCO Holdings, the several lenders from time to time
that are
parties thereto, Bank of America, N.A., as administrative agent, and
certain
other agents (the “CCO Holdings Credit Agreement”), and a related Pledge
Agreement made by CCO Holdings in favor of Bank of America, N.A., as
administrative agent (the “Pledge Agreement”).
The
CCO
Holdings Credit Agreement consists of a $350 million term loan facility
(the
“Term Facility”). The term loan matures on September 6, 2014 (the “Maturity
Date”). The CCO Holdings Credit Agreement also provides for additional
incremental term loans (the “Incremental Loans”) maturing on the dates set forth
in the notices establishing such term loans, but no earlier than the
Maturity
Date.
Borrowings
under the CCO Holdings Credit Agreement bear interest at a variable
interest
rate based on either LIBOR or a base rate plus, in either case, an
applicable
margin. The applicable margin for LIBOR term loans, other than Incremental
Loans, is 2.50% above LIBOR. The applicable margin for base rate loans,
other
than Incremental Loans, is 1.5%. The applicable margin with respect
to
Incremental Loans is as to be agreed upon by CCO Holdings and the lenders
when
the Incremental Loans are established.
The
CCO
Holdings Credit Agreement is secured by the equity interests of Charter
Operating, and all proceeds thereof.
The
CCO
Holdings Credit Agreement contains a number of restrictions on CCO
Holdings,
including, but not limited to, restrictions on the ability of CCO Holdings’ and
its restricted subsidiaries to pay dividends or make other restricted
payments;
grant liens on assets; merge, consolidate, or sell assets; incur indebtedness;
make investments; engage in transactions with affiliates; and issue
subsidiary
guarantees of indebtedness. The CCO Holdings Credit Agreement also
contains a
number of affirmative covenants and events of default, including a
cross payment
default or cross acceleration to other debt of CCO Holdings or of certain
of its
subsidiaries in an aggregate principal amount equal to $100 million
or more.
Failure to comply with these covenants, or the occurrence of any other
event of
default, could result in acceleration of CCO Holdings’ debt and other financial
obligations under the CCO Holdings Credit Agreement.
The
foregoing does not constitute a complete summary of the terms of the
CCO
Holdings Credit Agreement and the Pledge Agreement. The descriptions
of the
terms of the CCO Holdings Credit Agreement and the Pledge Agreement
are
qualified in their entirety by reference to such agreements.
With
the
completion of these transactions, Charter expects that cash on hand,
cash flows
from operating activities, and the amounts available under our credit
facilities
will be adequate to meet our and our subsidiaries’ cash needs through
2008. We believe that cash flows from operating activities and amounts
available under our credit facilities may not be sufficient to fund
our
operations and satisfy our and our subsidiaries’ interest and principal
repayment obligations in 2009 and will not be sufficient to fund such
needs in
2010 and beyond.
ITEM
2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION OF
REGISTRANT.
The
information in Item 1.01 of this Form 8-K is hereby incorporated by
reference to
this Item 2.03.
ITEM
2.04 TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL
OBLIGATION
OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT.
Redemption
of Charter Communications Holdings, LLC and Charter Communications
Holdings
Capital Corporation 8.625% Senior Notes due 2009
On
March
6, 2007, Charter Communications Holdings, LLC and Charter Communications
Holdings Capital Corp. (together, the “Charter Holdings Issuers”), both
indirect subsidiaries of Charter, called for redemption all of the
$187,295,500
outstanding principal amount of their 8.625% Senior Notes due 2009
(CUSIP number
16117PAE0) (the “2009 Notes”). The 2009 Notes were issued pursuant to an
indenture, dated as of March 17, 1999 (the “Charter Holdings Indenture”),
between
the Charter Holdings Issuers and The Bank of New York Trust Company,
N.A., as
successor trustee. In accordance with the terms of the 2009 Notes and
the
Charter Holdings Indenture, the redemption price is equal to the principal
amount of the 2009 Notes, plus accrued and unpaid interest to the date
of
redemption, April 5, 2007. Upon mailing the notice of redemption in
accordance
with the Charter Holdings Indenture, the 2009 Notes become irrevocably
due and
payable on the redemption date at the redemption price. A press release
announcing the redemption is attached hereto as Exhibit 99.1.
Redemption
of CCO Holdings, LLC and CCO Holdings Capital Corp. Senior Floating
Rate Notes
due 2010
On
March
6, 2007, CCO Holdings and CCO Holdings Capital Corp. (together, “CCO Holdings
Issuers”), both indirect subsidiaries of Charter, called for redemption all
of
the $550,000,000 outstanding principal amount of their Senior Floating
Rate
Notes due 2010 (CUSIP number 1248EP AE 3) (the “2010 Notes”). The 2010 Notes
were issued pursuant to an indenture, dated as of December 15, 2004
(the “CCO
Holdings Indenture”), between the CCO Holdings Issuers and Wilmington Trust
Company, N.A., as successor trustee. In accordance with the terms of
the 2010
Notes and the CCO Holdings Indenture, the redemption price is equal
to 102% of
the principal amount of the 2010 Notes, plus accrued and unpaid interest
to the
date of redemption, April 6, 2007. Upon mailing the notice of redemption
in
accordance with the CCO Holdings Indenture, the 2010 Notes become irrevocably
due and payable on the redemption date at the redemption price. A press
release
announcing the redemption is attached hereto as Exhibit 99.1.
ITEM
8.01 OTHER EVENTS.
Charter
Holdings commenced a cash tender offer (the “Tender Offer”) for certain of its
outstanding senior notes (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.
Holders who
tender their notes prior to 5:00 p.m., Eastern Time, on March 19, 2007,
unless
this early tender period is extended or earlier terminated by Charter
Holdings,
will qualify for the payment of a premium in addition to the consideration
being
paid per note. The Tender Offer will expire at 5:00 PM Eastern Time,
on Tuesday,
April 3, 2007, unless extended or earlier terminated. A press release
announcing
the Tender Offer is attached hereto as Exhibit 99.2.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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Exhibit
Number
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Description
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10.1
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Amended
and Restated Credit Agreement, dated as of March 6, 2007, among
Charter
Communications Operating, LLC, CCO Holdings, LLC, the lenders
from
time to time parties thereto and JPMorgan Chase Bank, N.A., as
administrative agent.*
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| 10.2 | Amended and Restated Guarantee and Collateral Agreement made by CCO Holdings, LLC, Charter Communications Operating, LLC and certain of its subsidiaries in favor of JPMorgan Chase Bank, N.A. ,as administrative agent, dated as of March 18, 1999, as amended and restated as of March 6, 2007* | |
| 10.3 | Credit Agreement, dated as of March 6, 2007, among CCO Holdings, LLC, the lenders from time to time parties thereto and Bank of America, N.A., as administrative agent.* | |
| 10.4 | Pledge Agreement made by CCO Holdings, LLC in favor of Bank of America, N.A., as Collateral Agent, dated as of March 6, 2007* | |
| 99.1 | Press Release dated as of March 6, 2007.* | |
| 99.2 | Press Release dated as of March 6, 2007.* |
*
filed
herewith
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:
March 9, 2007
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By:/s/
Kevin D. Howard
Name:
Kevin D. Howard
Title:
Vice
President and Chief Accounting
Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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10.1
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Amended
and Restated Credit Agreement, dated as of March 6,
2007, among Charter
Communications Operating, LLC, CCO Holdings, LLC, the
lenders from
time to time parties thereto and JPMorgan Chase Bank, N.A.,
as
administrative agent.*
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| 10.2 | Amended and Restated Guarantee and Collateral Agreement made by CCO Holdings, LLC, Charter Communications Operating, LLC and certain of its subsidiaries in favor of JPMorgan Chase Bank, N.A. ,as administrative agent, dated as of March 18, 1999, as amended and restated as of March 6, 2007* | |
| 10.3 | Credit Agreement, dated as of March 6, 2007, among CCO Holdings, LLC, the lenders from time to time parties thereto and Bank of America, N.A., as administrative agent.* | |
| 10.4 | Pledge Agreement made by CCO Holdings, LLC in favor of Bank of America, N.A., as Collateral Agent, dated as of March 6, 2007* | |
| 99.1 | Press Release dated as of March 6, 2007.* | |
| 99.2 | Press Release dated as of March 6, 2007.* |