ST. LOUIS, Dec. 14, 2011 /PRNewswire/ -- Charter
Communications, Inc. (NASDAQ: CHTR) (along with its
subsidiaries, the "Company" or "Charter") today announced the
results of the tender offers by its subsidiaries, Charter
Communications Operating, LLC ("Charter Operating") and CCH II, LLC
("CCH II"), commenced November 30,
2011 for the outstanding debt securities listed below and
tendered and not withdrawn by the Early Tender Date.
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Issuer
|
CUSIP
Nos.
|
Title of
Security
|
Aggregate
Principal
Amount
Outstanding
|
Tender
Offer
Consideration (1)
|
Early
Tender
Payment (1,2)
|
Total
Consideration (1,2)
|
Charter Operating
|
161175AA2
U16109AA5
|
8.000%
Senior Second
Lien Notes
due 2012
|
$907,000,000
|
$1,000.00
|
$25.00
|
$1,025.00
|
Charter Operating
|
161175AG9
U16109AC1
|
10.875%
Senior Second
Lien Notes
due 2014
|
$545,896,000
|
$1,048.75
|
$25.00
|
$1,073.75
|
CCH
II
|
12502CAS0
12501CAT8
|
13.500%
Senior Notes
due
2016
|
$1,766,207,000
|
$1,135.00
|
$25.00
|
$1,160.00
|
(1) Per
$1,000 principal amount of Notes and excluding accrued and unpaid
interest, which will be paid in addition to the total consideration
or purchase price, as applicable, set forth in this
table.
|
(2) Per
$1,000 principal amount of Notes tendered on or prior to the Early
Tender Date.
|
The Early Tender Date for the cash tender offers was
5:00 p.m., New York City time, on Tuesday, December 13, 2011, with holders of
approximately $407 million aggregate
principal amount of Charter Operating's 8.00% second lien notes
("2012 Notes"), $234 million
aggregate principal amount of Charter Operating's 10.875% second
lien notes ("2014 Notes") and $668
million aggregate principal amount of CCH II's 13.50% senior
notes ("2016 Notes" and, together with the 2012 Notes and the 2014
Notes, the "Notes") having validly tendered their Notes. The
aggregate purchase price (including the early tender premium listed
below) will not exceed $1.0 billion
(the "Maximum Purchase Price"). The 2012 Notes validly tendered at
or prior to the Early Tender Date were accepted for purchase today,
December 14, 2011.
Each tender offer is scheduled to expire at 11:59 p.m. EST, on December 28, 2011, unless extended or earlier
terminated (the "Expiration Date"). Subject to the satisfaction of
the conditions to the tender offers and only in an aggregate amount
up to the Maximum Purchase Price, the payment date for 2014 Notes
and 2016 Notes and any additionally tendered 2012 Notes will be
promptly after the Expiration Date.
Holders may obtain copies of the Offer to Purchase from the
Information Agent for the tender offers, Global Bondholder Services
Corporation, at (212) 430-3774 (collect) and (866) 389-1500 (toll
free).
BofA Merrill Lynch, Citigroup Global Markets Inc. and Credit
Suisse Securities (USA) LLC are
serving as the Dealer Managers for the tender offer. Questions
regarding the tender offer may be directed to BofA Merrill Lynch,
Debt Advisory Services at (800) 292-0070 (toll free) or (646)
855-3401 (collect); Citigroup Global Markets Inc., Liability
Management Group at (800) 558-3745 (toll free) or (212) 723-6106
(collect) or Credit Suisse Securities (USA) LLC, Liability Management Group at (800)
820-1653 (toll free) or (212) 325-5912 (collect).
Neither the Company, Charter Operating, CCH II, the Dealer
Managers, the Information Agent nor any other person makes any
recommendation as to whether holders of Notes should tender their
Notes, and no one has been authorized to make such a
recommendation.
This announcement is not an offer to purchase, or the
solicitation of an offer to sell the Notes. The tender offers may
only be made pursuant to the terms of the Offer to Purchase and the
related Letter of Transmittal.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This release includes forward-looking statements, regarding,
among other things, our plans, strategies and prospects, both
business and financial. 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 including, without limitation,
the factors described under "Risk Factors" from time to time in our
filings with the Securities and Exchange Commission ("SEC"). 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,"
"tentative," "positioning" 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 other reports or documents that we file from time to time
with the SEC, and include, but are not limited to:
- our ability to sustain and grow revenues and free cash flow by
offering video, Internet, telephone, advertising and other services
to residential and commercial customers, to adequately meet the
customer experience demands in our markets and to maintain and grow
our customer base, particularly in the face of increasingly
aggressive competition, the need for innovation and the related
capital expenditures and the difficult economic conditions in
the United States;
- the impact of competition from other market participants,
including but not limited to incumbent telephone companies, direct
broadcast satellite operators, wireless broadband and telephone
providers, and digital subscriber line ("DSL") providers and
competition from video provided over the Internet;
- general business conditions, economic uncertainty or downturn,
high unemployment levels and the level of activity in the housing
sector;
- our ability to obtain programming at reasonable prices or to
raise prices to offset, in whole or in part, the effects of higher
programming costs (including retransmission consents);
- the effects of governmental regulation on our business;
- the availability and access, in general, of funds to meet our
debt obligations, prior to or when they become due, and to fund our
operations and necessary capital expenditures, either through (i)
cash on hand, (ii) free cash flow, or (iii) access to the capital
or credit markets; and
- our ability to comply with all covenants in our indentures and
credit facilities, any violation of which, if not cured in a timely
manner, could trigger a default of our other obligations under
cross-default provisions.
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.
SOURCE Charter Communications, Inc.