ST. LOUIS, Jan. 11, 2012 /PRNewswire/ -- Charter
Communications, Inc. (NASDAQ: CHTR) (along with its
subsidiaries, the "Company" or "Charter") today announced that its
subsidiaries, CCO Holdings, LLC and CCO Holdings Capital Corp.,
intend to publicly offer $750 million
in aggregate principal amount of senior unsecured notes due
2022.
(Logo:
http://photos.prnewswire.com/prnh/20110526/AQ10195LOGO)
The offering and sale of the notes will be made pursuant to a
registration statement on Form S-3 previously filed with the
Securities and Exchange Commission ("SEC"), as amended. Credit
Suisse Securities (USA) LLC will
act as the Lead Bookrunning Manager for the offering. The offering
will be made only by means of a prospectus supplement dated
January 11, 2012 and the accompanying
base prospectus, copies of which may be obtained on Charter's
website at www.charter.com, the SEC's website at www.sec.gov, or by
contacting Credit Suisse Securities (USA) LLC, Prospectus Department, One Madison
Avenue, New York, NY 10010,
1-800-221-1037.
This announcement is neither an offer to sell nor a solicitation
of an offer to buy any securities, nor shall there be any sale of
any such securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction. A registration statement relating to the securities
is effective.
Charter intends to use the net proceeds from the sale of the
notes and borrowings under its revolving credit facility to finance
tender offers by its subsidiaries. In the tender offers Charter
Communications Operating, LLC ("Charter Operating") is offering to
purchase any and all of its outstanding 8.00% senior second lien
notes due 2012 (the "2012 Notes") and 10.875% senior second lien
notes due 2014 (the "2014 Notes"). The aggregate consideration that
would be required to purchase all outstanding 2012 Notes and 2014
Notes (assuming that all 2012 Notes and 2014 Notes are tendered
prior to to 5:00 p.m., Eastern Standard
Time (EST), on January 25,
2012, unless such time is extended by the Company for any
series of Notes (the "Early Tender/Consent Deadline")) would be
$843 million (the "Maximum Purchase
Price"). To the extent the aggregate consideration (exclusive of
accrued and unpaid interest) paid for 2012 Notes and 2014 Notes is
less than the Maximum Purchase Price, CCH II is offering to
purchase its 13.50% senior notes due 2016 (the "2016 Notes" and,
together with the 2012 Notes and the 2014 Notes, the "Notes") for
aggregate consideration (excluding accrued interest) of up to the
lesser of (i) $250 million and (ii)
the Maximum Purchase Price less the amount expended to purchase
2012 Notes and 2014 Notes in the tender offers (excluding accrued
interest). Charter Operating is also seeking consents (the "Consent
Solicitations") from the holders of the 2012 Notes and 2014 Notes
to amendments (the "Proposed Amendments") to remove the covenants
under the indentures governing those Notes. Notes that are validly
tendered prior to the Early Tender/Consent Deadline, and accepted
for purchase, will receive the total consideration set forth in the
table below per $1,000 aggregate
principal amount of Notes plus accrued and unpaid interest:
Issuer
|
CUSIP
Nos.
|
Title of
Security
|
Early
Tender/Consent Deadline
|
Tender
Offer Consideration
|
Consent
Fee/Early Tender Payment(1)
|
Total
Consideration
|
Charter
Operating
|
161175AA2
U16109AA5
|
8.000%
Senior Second Lien Notes due 2012
|
5:00 P.M.,
EST, on January 25, 2012
|
$994.40
|
$25.00
|
$1,019.40
|
Charter
Operating
|
161175AG9
U16109AC1
|
10.875%
Senior Second Lien Notes due 2014
|
5:00 P.M.,
EST, on January 25, 2012
|
$1,043.35
|
$25.00
|
$1,068.35
|
CCH
II
|
12502CAS0
12502CAT8
|
13.500%
Senior Notes
due
2016
|
5:00 P.M.,
EST, on January 25, 2012
|
$1,130.00
|
$25.00
|
$1,155.00
|
(1) Represents a consent fee for the 2012 Notes and 2014 Notes
and an early tender premium for the 2016 Notes.
Each tender offer is scheduled to expire at 11:59 p.m. EST, on February 8, 2012, unless extended or earlier
terminated with respect to any series of Notes (the "Expiration
Date"). The Consent Solicitations are scheduled to expire at
5:00 p.m. EST, on January 25, 2012 unless extended or earlier
terminated with respect to any series of Notes. Tendered Notes may
be withdrawn and related consents to the Proposed Amendments may be
revoked at any time on or prior to 5:00 p.m.
EST, on January 25, 2012,
unless such time is extended by the Company with respect to any
series of Notes (the "Withdrawal Deadline"). Tenders of Notes and
consents to the Proposed Amendments may not be withdrawn after the
Withdrawal Deadline except to the extent required by applicable
law. Holders of 2012 Notes and 2014 Notes may not tender their 2012
Notes and 2014 Notes without consenting to the Proposed Amendments
with respect to such Notes and may not withdraw their consents to
the Proposed Amendments with respect to such Notes without
withdrawing the related Notes from the tender offers. Payment for
2012 Notes and 2014 Notes validly tendered and not validly
withdrawn on or prior to the applicable Early Tender/Consent
Deadline and accepted for purchase will be made promptly following
the Early Tender/Consent Deadline. Payment for 2012 Notes and 2014
Notes tendered after the Early Tender/Consent Deadline and 2016
Notes accepted for purchase will be made promptly following the
Expiration Date. Holders of Notes that are validly tendered after
the applicable Early Tender/Consent Deadline and on or prior to the
applicable Expiration Date, and accepted for purchase, will receive
only the applicable tender offer consideration set forth in the
table above and not the applicable early tender payment or consent
fee. Accrued interest up to, but not including, the applicable
payment date of the Notes will be paid in cash on all validly
tendered and accepted Notes.
The consummation of the tender offers for the 2012 Notes, 2014
Notes and for the 2016 Notes is conditioned upon consummation of
the proposed financing arrangements. The Proposed Amendments will
become effective with respect to the indentures governing the 2012
Notes and/or the 2014 Notes only upon consummation of the related
tender offer and only if consents are received with respect to a
majority in aggregate principal amount of the applicable
outstanding series of Notes. Each tender offer and, in the case of
the 2012 Notes and the 2014 Notes, the related Consent Solicitation
is also subject to the satisfaction or waiver of certain other
conditions as set forth in the Offer to Purchase and Consent
Solicitation referred to below.
The complete terms and conditions of the tender offers and the
Consent Solicitations are set forth in an Offer to Purchase and
Consent Solicitation Statement that is being sent to holders of the
Notes. Holders are urged to read this document carefully before
making any decision with respect to the tender offers and Consent
Solicitations. Holders of Notes must make their own decisions as to
whether to tender their Notes and consent to the Proposed
Amendments, and if they decide to do so, the principal amount of
the Notes to tender.
Holders may obtain copies of the Offer to Purchase and Consent
Solicitation Statement from the Information Agent for the tender
offers and Consent Solicitations, Global Bondholder Services
Corporation, at (212) 430-3774 (collect) and (866) 389-1500 (toll
free).
Credit Suisse Securities (USA)
LLC, Citigroup Global Markets Inc. and UBS Securities LLC are
serving as the Dealer Managers for the tender offer. Questions
regarding the tender offers and Consent Solicitations may be
directed to Credit Suisse Securities (USA) LLC, Liability Management Group at (800)
820-1653 (toll free) or (212) 325-5912 (collect); Citigroup Global
Markets Inc., Liability Management Group at (800) 558-3745 (toll
free) or (212) 723-6106 (collect) or UBS Securities LLC at (888)
719-4210 (toll free).
Neither the Company, CCO Holdings, 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
deliver consents to the Proposed Amendments, 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
Consent Solicitations and the related Letter of Transmittal.
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. 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.