ST. LOUIS, Nov. 30, 2011 /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 2020.
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. BofA
Merrill Lynch will act as the Lead Bookrunning Manager for the
offering. The offering will be made only by means of a prospectus
supplement dated November 30, 2011
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 BofA Merrill Lynch, Attention:
Syndicate Operations, 4 World Financial Center, New York, NY 10080, 800-294-1322 or
email: dg.prospectus_requests@baml.com.
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
the tender offers by its subsidiaries, Charter Communications
Operating, LLC ("Charter Operating") and CCH II, LLC ("CCH II"),
for an aggregate purchase price not to exceed $1.0 billion (exclusive of accrued and unpaid
interest) (the "Maximum Purchase Price"), subject to certain terms
and conditions, of (i) any and all of Charter Operating 8.00%
senior second lien notes due 2012 (the "2012 Notes"), (ii) an
amount of Charter Operating's 10.875% senior second lien notes due
2014 (the "2014 Notes") up to the Maximum Purchase Price less the
amount expended (other than for accrued interest) to purchase 2012
Notes tendered and (iii) an amount of CCH II's 13.50% senior notes
due 2016 (the "2016 Notes" and, together with the 2012 Notes and
the 2014 Notes, the "Notes") up to the Maximum Purchase Price less
the amount expended (other than for accrued interest) to purchase
2012 Notes and 2014 Notes tendered. Notes that are validly
tendered prior to 5:00 p.m., Eastern
Standard Time (EST), on December 13,
2011, unless such time is extended by the Company (the
"Early Tender Deadline"), and accepted for purchase, will receive
the total consideration set forth in the table below:
|
|
Issuer
|
CUSIP
Nos.
|
Title of
Security
|
Early Tender
Deadline
|
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
|
5:00 P.M., EST, on December 13,
2011
|
$1,000.00
|
$25.00
|
$1,025.00
|
|
Charter Operating
|
161175AG9
U16109AC1
|
10.875%
Senior Second Lien Notes due 2014
|
5:00 P.M., EST, on December 13,
2011
|
$1,048.75
|
$25.00
|
$1,073.75
|
|
CCH II
|
12502CAS0
12501CAT8
|
13.500%
Senior Notes
due
2016
|
5:00 P.M., EST, on December 13,
2011
|
$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 Deadline.
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"). Tendered Notes may be
withdrawn at any time on or prior to 5:00
p.m. EST, on December 13,
2011, unless such time is extended by the Company (the
"Withdrawal Deadline"). Any tender of Notes may be validly
withdrawn at any time prior to the Withdrawal Deadline, but not
thereafter except to the extent required by applicable law.
Payment for Notes validly tendered and not validly withdrawn
on or prior to the applicable Early Tender Deadline and accepted
for purchase will be made promptly following the Early Tender
Deadline, in the case of 2012 Notes tendered prior to the Early
Tender Deadline, or the Expiration Date, in the case of 2012 Notes
tendered after the Early Tender Deadline and in the case of the
2014 Notes and the 2016 Notes. Holders of Notes that are
validly tendered after the applicable Early Tender 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. 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. Each tender offer is
also subject to the satisfaction or waiver of certain other
conditions as set forth in the Offer to Purchase in respect of the
tender offers.
The complete terms and conditions of the tender offers are set
forth in an Offer to Purchase that is being sent to holders of the
Notes. Holders are urged to read the tender offer documents
carefully before making any decision with respect to the tender
offers. Holders of Notes must make their own decisions as to
whether to tender their Notes, and if they decide to do so, the
principal amount of the Notes to tender.
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, 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 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 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.