ST. LOUIS, Jan. 26, 2012 /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 January 11,
2012 for the outstanding debt securities listed below and
tendered and not withdrawn by 5:00
p.m., New York City time,
on Wednesday, January 25, 2012 (the
"Early Tender/Consent Deadline").
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Issuer
|
CUSIP
Nos.
|
Title of
Security
|
Aggregate
Principal
Amount Outstanding
|
Tender
Offer Consideration(1)
|
Consent
Fee/Early Tender Payment(2)
|
Total
Consideration(1)
|
Charter
Operating
|
161175AA2
U16109AA5
|
8.000%
Senior Second Lien Notes due 2012
|
$500,341,000
|
$994.40
|
$25.00
|
$1,019.40
|
Charter
Operating
|
161175AG9
U16109AC1
|
10.875%
Senior Second Lien Notes due 2014
|
$311,561,000
|
$1,043.35
|
$25.00
|
$1,068.35
|
CCH
II
|
12502CAS0
12502CAT8
|
13.500%
Senior Notes
due
2016
|
$1,480,367,024
|
$1,130.00
|
$25.00
|
$1,155.00
|
(1) Per $1,000 principal amount of
the applicable notes.
(2) Represents a consent fee per $1,000 principal amount for the 2012 Notes and
2014 Notes and an early tender premium per $1,000 principal amount for the 2016 Notes.
Holders of approximately $300
million aggregate principal amount of Charter Operating's
8.00% second lien notes ("2012 Notes"), $294
million aggregate principal amount of Charter Operating's
10.875% second lien notes ("2014 Notes") and $334 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") have validly tendered their
Notes. The aggregate purchase price (including the consent
fee/early tender payment listed above) will not exceed $843 million (the "Maximum Purchase Price"). The
2012 Notes and 2014 Notes validly tendered at or prior to the Early
Tender/Consent Deadline were accepted for purchase today,
January 26, 2012.
Charter Operating also solicited consents (the "Consent
Solicitations") from the holders of the 2012 Notes and 2014 Notes
to proposed amendments to eliminate substantially all of the
restrictive covenants and certain events of default contained in
the indentures governing those Notes. The Consent Solicitations
expired at 5:00 p.m. EST, on
January 25, 2012. Charter Operating
has received consents from holders of approximately 59.87% and
94.25% of the 2012 Notes and 2014 Notes, respectively, as of the
Early Tender/Consent Deadline. The consents received are sufficient
to effect the proposed amendments to the indentures governing the
2012 Notes and 2014 Notes as set forth in the Offer to Purchase and
Consent Solicitation Statement, dated January 11, 2012 and the related Letter of
Transmittal and Consent, pursuant to which the tender offers and
Consent Solicitation are being made. The supplemental indentures
effecting the proposed amendments will be binding on the holders of
notes not purchased in the tender offers and Consent
Solicitation.
Each tender offer is scheduled to expire at 11:59 p.m. EST, on February 8, 2012, unless extended or earlier
terminated (the "Expiration Date"). The payment date for any
additionally tendered 2012 Notes and 2014 Notes and any 2016 Notes
accepted for purchase 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).
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 offer 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, 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.