Charter Communications, Inc. (NASDAQ: CHTR) (“Charter”)
announced today that its indirect subsidiaries, CCH II, LLC and CCH II
Capital Corp. (collectively “CCH II”)
are commencing a private exchange offer (the “Offer”)
to exchange up to $500 million principal amount (subject to increase,
the “Maximum Amount”)
of CCH II’s existing 10.25% Senior Notes due
2010 (CUSIP Nos. 12502CAD3, 12502CAE1 and 12502CAM3) (the “Old
Notes”) for additional 10.25% Senior Notes
due 2013 of CCH II (the “New Notes”).
The purpose of the Offer is to improve Charter’s
financial flexibility by extending debt maturities.
The Offer is being conducted as a modified “dutch
auction,” pursuant to which holders of the
Old Notes will have the opportunity to specify an exchange ratio at
which they would be willing to exchange Old Notes for New Notes. Holders
must submit tenders in the range of $1,047.50 to $1,077.50 principal
amount of New Notes per $1,000 principal amount of Old Notes with
amounts in the range specified in increments of $2.50 principal amount
of New Notes per $1,000 principal amount of Old Notes.
Charter will accept Old Notes tendered beginning with the minimum
exchange ratio and continuing in order of increasing increments of $2.50
in New Notes per $1,000 principal amount of Old Notes, until the
aggregate principal amount of accepted Old Notes tendered equals the
Maximum Amount (including an increase in such amount, if any). The
highest exchange ratio specified with respect to Old Notes accepted for
exchange in this process will be the “Clearing
Exchange Ratio.” If the aggregate principal
amount of Old Notes tendered in the Offer exceeds the Maximum Amount,
all Old Notes tendered at or below the Clearing Exchange Ratio will be
accepted on a pro rata basis and Old Notes tendered above the Clearing
Exchange Ratio will be rejected. All Old Notes tendered which are
accepted will be paid in New Notes based on the same Clearing Exchange
Ratio. Charter reserves the right, but is not obligated, to increase the
Maximum Amount.
The Clearing Exchange Ratio will include an early participation payment
of $30.00 in principal amount of New Notes per $1,000 principal amount
of Old Notes (the “Early Participation Payment”).
In order to receive the Early Participation Payment, investors must
tender their Old Notes on or prior to 5:00 p.m. ET on June 11, 2008,
unless extended. Eligible investors who validly tender their Old Notes
after that time will receive, for their Old Notes tendered and accepted
for exchange, a principal amount of New Notes equal to the Clearing
Exchange Ratio for such Old Notes less the Early Participation Payment
for such Old Notes.
Tendered notes may be validly withdrawn until 5:00 PM ET, on June 11,
2008, unless extended. The Offer will expire at 11:59 PM ET, on June 27,
2008, unless extended. The Offer is not subject to any minimum amount of
Old Notes being tendered.
The New Notes will be unconditionally guaranteed by Charter
Communications Holdings, LLC and will accrue interest from and including
the settlement date.
