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): June 30, 2008
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.
On
June 30, 2008, Charter announced that approximately $338 million aggregate
principal amount of 10.25% Senior Notes due 2010 (the “Old Notes”) issued by its
indirect subsidiaries, CCH II, LLC and CCH II Capital Corp (collectively, “CCH
II”) had been validly tendered in exchange for additional CCH II 10.25% Senior
Notes due 2013 (the “New Notes”). Based on the “modified Dutch
auction” process used in the offer exchange, the clearing exchange ratio was
$1,077.50 principal amount of New Notes per $1,000 principal amount of Old
Notes. Accordingly, on July 2, 2008, approximately $364 million in principal
amount of New Notes were issued to holders whose Old Notes were accepted for
exchange.
The New Notes were issued pursuant to a supplemental
indenture dated as of July 2, 2008 (the “Supplemental Indenture”), to the
indenture dated as of September 14, 2006 (the “Indenture”), among CCH II,
Charter Communications Holdings, LLC (“Charter Holdings”), and The Bank of New
York Mellon Trust Company, N.A., as trustee (the “Trustee”). The New
Notes are senior unsecured obligations of CCH II and rank pari passu to all of
CCH II’s existing and future unsecured senior indebtedness. Charter
Holdings has guaranteed the New Notes on a senior unsecured
basis.
The New Notes will mature on October 1, 2013 and
bear interest at 10.25% per annum, payable on April 1 and October 1 of each
year. The New Notes are redeemable at CCH II’s option on or after
October 1, 2010 at various redemption prices beginning at 105.125% in 2010 and
declining to par in 2012. In addition, prior to October 1, 2009, CCH
II may redeem up to 35% of the New Notes from the proceeds of certain equity
offerings at a specified redemption price.
Except as superseded by the Supplemental Indenture,
the New Notes are governed by the provisions of the Indenture. The
information in Item 1.01 of the Form 8-K filed by Charter on September 13, 2006
(Commission File No. 000-27927), describing the terms of the Indenture is hereby
incorporated by reference to this Item 1.01.
The Supplemental Indenture is attached as Exhibit
10.1.
In connection with
the issuance of the New Notes, Charter Holdings and CCH II entered into an
exchange offer and registration rights agreement dated July 2, 2008 (the
“Registration Rights Agreement”), with Banc of America Securities LLC and
Citigroup Global Markets Inc., as representatives of holders of the New
Notes. Pursuant to the Registration Rights Agreement, if the
restrictive legend on the New Notes has not been removed and the New Notes are
not freely tradable as of the 370th
day after the date of the initial issuance of the New Notes, Charter Holdings and CCH II agreed
to, at their expense, use their reasonable best efforts to file a registration
statement (the “Exchange Offer Registration Statement”) with respect to a
registered exchange offer (the “Exchange Offer”) to exchange the New Notes for
notes with terms substantially identical in all material respects with the New
Notes, to cause the Exchange Offer Registration Statement to be declared
effective by the Securities and Exchange Commission under the Securities Act of
1933, as amended, and to consummate the Exchange
Offer.
The Registration Rights Agreement is attached as
Exhibit 10.2.
ITEM
2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER
AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information in Item 1.01 of this Form 8-K is
hereby incorporated by reference to this Item 2.03.
ITEM
8.01 OTHER EVENTS.
The press release announcing the results of the
offer is attached hereto as Exhibit 99.1.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibits are filed pursuant to Items 1.01 and 8.01:
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Exhibit
Number
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Description
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10.1*
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First
Supplemental Indenture dated as of July 2, 2008, among CCH II,
LLC, CCH II Capital Corp., Charter Communications Holdings,
LLC, and The Bank of New York Mellon Trust Company, N.A., for CCH II
10.25% Senior Notes due 2013.
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10.2*
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Exchange
and Registration Rights Agreement dated as of July 2, 2008 for the
issuance of CCH II 10.25% Senior Notes due 2013.
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99.1*
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Press
Release dated June 30, 2008.
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* 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: July
3, 2008
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By:/s/ Kevin D.
Howard
Name:
Kevin D. Howard
Title:
Vice
President, Controller 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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First
Supplemental Indenture dated as of July 2, 2008, among CCH II,
LLC, CCH II Capital Corp., Charter Communications Holdings,
LLC, and The Bank of New York Mellon Trust Company, N.A., for CCH II
10.25% Senior Notes due 2013.
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10.2*
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Exchange
and Registration Rights Agreement dated as of July 2, 2008 for the
issuance of CCH II 10.25% Senior Notes due 2013.
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99.1*
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Press
Release dated June 30, 2008.
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* filed
herewith