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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): February 14, 2000
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CCG VIII, LLC
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BRESNAN CAPITAL CORPORATION
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(Exact names of registrants as specified in their charters)
Delaware
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Delaware
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(State or Other Jurisdiction of Incorporation or Organization)
333-77637 38-2558446
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333-77637-01 13-3887244
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(Commission File Numbers) (Federal Employer
Identification Numbers)
12444 Powerscourt Drive - Suite 400
St. Louis, Missouri 63131
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(Address of Principal Executive Offices) (Zip Code)
(Registrant's telephone number, including area code) (314) 965-0555
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709 Westchester Avenue
White Plains, New York 10604
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(Former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANTS.
On February 14, 2000, Charter Communications Holding Company, LLC
(Charter Holdco) and Charter Communications Holdings, LLC (Charter Holdings),
each managed by Charter Communications, Inc., completed the acquisition (the
"Bresnan Sale") of Bresnan Communications Company Limited Partnership (Bresnan
Communications Company), pursuant to a Purchase and Contribution Agreement,
entered into as of June 29, 1999, by and among BCI (USA), LLC, William J.
Bresnan, Blackstone BC Capital Partners L.P., Blackstone BC Offshore Capital
Partners L.P., Blackstone Family Media III L.P. (as assignee of Blackstone
Family Investment III L.P.), TCID of Michigan, Inc., TCI Bresnan LLC and Charter
Holdco, as amended by the first amendment. Immediately prior to the Bresnan
Sale, Charter Holdco was 40.6% owned by Charter Communications, Inc. and Charter
Holdings was 100% owned by Charter Holdco. Prior to the Bresnan Sale, Charter
Holdco assigned a portion of its rights to purchase Bresnan Communications
Company to Charter Holdings.
As part of the transactions described above, Charter Holdco and Charter
Holdings purchased approximately 52% of Bresnan Communications Company from
certain of the Bresnan sellers for cash, and certain of the Bresnan sellers
contributed approximately 18% of Bresnan Communications Company to Charter
Holdco in exchange for approximately 14.8 million Class C common membership
units of Charter Holdco, an approximate 2.6% equity interest in Charter Holdco.
Charter Holdco then transferred its purchased interests in Bresnan
Communications Company to Charter Holdings. Thereafter, Charter Holdings and
certain of the Bresnan sellers, TCID of Michigan, Inc. and TCI Bresnan LLC,
contributed all of the outstanding interests in Bresnan Communications Company
to CC VIII, LLC (CC VIII), a subsidiary of Charter Holdings, and Bresnan
Communications Company was dissolved. In exchange for the contribution of their
interests in Bresnan Communications Company to CC VIII, TCID of Michigan, Inc.
and TCI Bresnan LLC received approximately 24.2 million Class A preferred
membership units in CC VIII representing approximately 30.0% of the equity of CC
VIII and are entitled to a 2% annual return on their preferred membership units.
As a result of the dissolution of Bresnan Communications Company, CC VIII
succeeded to all of the rights and obligations of Bresnan Communications Company
and became the successor parent entity of the Bresnan subsidiaries, including
Bresnan Communications Group LLC (Bresnan Communications Group) and the Bresnan
cable systems. CC VIII is a Delaware limited liability company and is managed by
Charter Communications, Inc.. The members of CC VIII are Charter Holdings, TCID
of Michigan, Inc. and TCI Bresnan LLC.
The purchase price for Bresnan Communications Company was approximately
$3.1 billion, subject to adjustment, and was comprised of approximately $1.1
billion in cash, approximately $380.0 million and $630.0 million in equity in
Charter Holdco and CC VIII, respectively, and approximately $1.0 billion in
assumed debt. The cash portion of the purchase price was funded with a portion
of the proceeds from Charter Communications, Inc.'s initial public offering of
Class A common stock and $30.0 million in additional borrowings under Bresnan's
credit facilities.
The membership units received by the Bresnan sellers are exchangeable
on a one for one basis for Class A common stock of Charter Communications, Inc..
Additionally, beginning on February 14, 2002, the Bresnan sellers have the right
to require Paul G. Allen, the owner of all of the outstanding Class B common
stock of Charter Communications, Inc., or his designee, to purchase their
membership units or shares of Class A common stock received in exchange for
their membership units, for an aggregate purchase price equal to approximately
$1.0 billion increased at a rate of 4.5% per annum. These rights terminate on
April 15, 2002.
The Bresnan cable systems are located in Michigan, Minnesota, Wisconsin
and Nebraska and serve approximately 690,000 customers, including approximately
24,000 customers served by cable systems acquired by Bresnan Communications
Company since December 31, 1999 or in a pending acquisition. For the year ended
December 31, 1999, the revenues from the Bresnan cable systems were
approximately $283.6 million.
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ITEM 5. OTHER EVENTS.
After the transactions described above, the name of Bresnan
Communications Group was changed to CCG VIII, LLC (CCG). The sole member of CCG
is CC VIII. CCG is a manager-managed limited liability company, the manager of
which is Charter Communications, Inc.
The acquisition of Bresnan Communications Company constituted a change
in control under the indenture governing CCG's and its wholly owned subsidiary
Bresnan Capital Corporation's (Bresnan Capital) publicly held 8.00% senior notes
due 2009 and 9.25% senior discount notes due 2009. The indenture governing these
notes provides that upon the occurrence of a change of control, the issuers
shall make an offer to repurchase each holder's 8.00% senior note at a cash
offer price equal to 101% of the senior note's principal amount plus accrued and
unpaid interest thereon, if any, on the change of control offer payment date and
to repurchase any and all of each holder's 9.25% senior discount note at a cash
offer price equal to 101% of the accreted value of the senior discount note on
the change of control offer payment date. Accordingly, as permitted under the
indenture, Charter Holdco, in place of CCG and Bresnan Capital made an offer to
repurchase the notes on February 15, 2000. The change of control offer expires
on March 20, 2000; the change of control offer payment date is anticipated to be
March 23, 2000.
In connection with the closing of the Bresnan Sale, Bresnan's credit
agreement was amended to increase the borrowing availability to $900.0 million.
Charter Communications, Inc., an entity controlled by Paul G. Allen,
was named manager of CC VIII pursuant to the terms of the Limited Liability
Company Agreement for CC VIII, LLC, dated as of February 14, 2000. Furthermore,
Charter Communications, Inc. now manages and operates the Bresnan cable systems
pursuant to a Management Agreement entered into with certain subsidiaries of CC
VIII. The term of the management agreement is ten years, commencing on February
14, 2000. Charter Communications, Inc. is entitled to reimbursement for all
expenses, costs, losses and liabilities or damages incurred by Charter
Communications, Inc. in connection with the performance of its services. Payment
of the management fee is permitted under Bresnan's credit agreement, but ranks
below Bresnan's senior debt and shall not be paid except to the extent permitted
under the Bresnan credit agreement.
Effective February 14, 2000, Jerald L. Kent was appointed as the sole
member of the Board of Directors of CC VIII and each of its subsidiaries.
In connection with the Bresnan Sale, the address of the corporate
offices of CCG and Bresnan Capital Corporation became 12444 Powerscourt Drive,
Suite 400, St. Louis, Missouri 63131.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
The following are furnished as exhibits to this report:
4.1 Indenture, dated February 2, 1999, among Bresnan
Communications Group LLC (now known as CCG VIII, LLC),
Bresnan Capital Corporation and State Street Bank and
Trust Company, as trustee, relating to the Issuers'
$170,000,000 principal amount of 8% Senior Notes due 2009
and $275,000,000 aggregate principal amount at maturity of
9 1/4% Senior Discount Notes due 2009 (incorporated by
reference to the Registration Statement of Bresnan
Communications Group LLC and Bresnan Capital Corporation
filed on Form S-4 on May 3, 1999, File Nos.
333-77637 and 333-77637-01).
10.3 Purchase and Contribution Agreement, entered into as of
June 1999, by and among BCI (USA), LLC, William J.
Bresnan, Blackstone BC Capital Partners L.P., Blackstone
BC Offshore Capital Partners L.P., Blackstone Family Media
III L.P. (as assignee of Blackstone Family Investment III
L.P.), TCID of Michigan, Inc., TCI Bresnan LLC and Charter
Communications Holding Company, LLC (incorporated by
reference to the Registration Statement of Charter
Communications, Inc. filed on Form S-1 on September 28,
1999, File No. 333-83887).
10.3(a) First Amendment to Purchase and Contribution Agreement
dated as of February 14, 2000, by and among BCI (USA),
LLC, William J. Bresnan, Blackstone BC Capital Partners
L.P., Blackstone BC Offshore Capital Partners, L.P.,
Blackstone Family Media III L.P. (as assignee of
Blackstone Family Investment III, L.P.), TCID of Michigan,
Inc., TCI Bresnan, LLC and Charter Communications Holding
Company, LLC (incorporated by reference to the Current
Report of Charter Communications, Inc. filed on Form 8-K
on February 29, 2000, File No. 000-27927).
10.4 Management Agreement, dated as of February 14, 2000,
between CC VIII Operating, LLC, Charter Telephone of
Michigan, LLC (formerly known as TCID of Michigan, Inc.,
Charter Telephone of Minnesota, LLC (formerly known as TCI
Bresnan LLC), Midwest Video Electronics, Inc. and Charter
Communications, Inc. (incorporated by reference to the
Current Report of Charter Communications, Inc. filed on
Form 8-K on February 29, 2000, File No. 000-27927).
99.1 Press release dated February 14, 2000 (incorporated by
reference to the Current Report of Charter Communications,
Inc. filed on Form 8-K on February 29, 2000, File No.
000-27927).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Charter Communications, Inc. has duly caused this report to be signed on their
behalf by the undersigned hereunto duly authorized.
CCG VIII, LLC
BRESNAN CAPITAL CORPORATION
Dated February 28, 2000 By: /s/ KENT D. KALKWARF
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Name: Kent D. Kalkwarf
Title: Senior Vice President and
Chief Financial Officer
(Principal Financial Officer
and Principal Accounting
Officer)
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EXHIBIT INDEX
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4.1 Indenture, dated February 2, 1999, among Bresnan Communications Group
LLC (now known as CCG VIII, LLC), Bresnan Capital Corporation and State
Street Bank and Trust Company, as trustee, relating to the Issuers'
$170,000,000 principal amount of 8% Senior Notes due 2009 and
$275,000,000 aggregate principal amount at maturity of 9 1/4% Senior
Discount Notes due 2009 (incorporate by reference to the Registration
Statement of Bresnan Communications Group LLC and Bresnan Capital
Corporation filed on Form S-4 on May 3, 1999, File Nos. 333-77637 and
333-77637-01).
10.3 Purchase and Contribution Agreement, entered into as of June 1999, by
and among BCI (USA), LLC, William J. Bresnan, Blackstone BC Capital
Partners L.P., Blackstone BC Offshore Capital Partners L.P., Blackstone
Family Media III L.P. (as assignee of Blackstone Family Investment III
L.P.), TCID of Michigan, Inc., TCI Bresnan LLC and Charter
Communications Holding Company, LLC (incorporated by reference to the
Registration Statement of Charter Communications, Inc. filed on Form
S-1 on September 28, 1999, File No. 333-83887).
10.3(a) First Amendment to Purchase and Contribution Agreement dated as of
February 14, 2000, by and among BCI (USA), LLC, William J. Bresnan,
Blackstone BC Capital Partners L.P., Blackstone BC Offshore Capital
Partners, L.P., Blackstone Family Media III L.P. (as assignee of
Blackstone Family Investment III, L.P.), TCID of Michigan, Inc., TCI
Bresnan, LLC and Charter Communications Holding Company, LLC
(incorporated by reference to the Current Report of Charter
Communications, Inc. filed on Form 8-K on February 29, 2000, File No.
000-27927).
10.4 Management Agreement, dated as of February 14, 2000, between CC VIII
Operating, LLC, Charter Telephone of Michigan, LLC (formerly known as
TCID of Michigan, Inc., Charter Telephone of Minnesota, LLC (formerly
known as TCI Bresnan LLC), Midwest Video Electronics, Inc. and Charter
Communications, Inc. (incorporated by reference to the Current Report
of Charter Communications, Inc. filed on Form 8-K on February 29, 2000,
File No. 000-27927).
99.1 Press release dated February 14, 2000 (incorporated by reference to the
Current Report of Charter Communications, Inc. filed on Form 8-K on
February 29, 2000, File No. 000-27927).
