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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 1, 2000
CHARTER COMMUNICATIONS HOLDINGS, LLC
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CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION
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(Exact name 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)
333-77499 43-1843179
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333-77499-01 43-1843177
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Commission File Number (Federal Employer
Identification Number)
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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ITEM 2 ACQUISITION OF ASSETS
On January 1, 2000, Charter Communications Holdings, LLC (Charter Holdings)
and Charter Communications Holding Company, LLC (Charter Holdco), the parent of
Charter Holdings, effected a number of transactions to transfer recently
acquired cable systems to Charter Holdings. As a result of these transactions,
Charter Holdings became the indirect parent of cable systems of Fanch
Cablevision L.P. and affiliates, Falcon Communications, L.P., now known as CC
VII Holdings, LLC, and Avalon Cable LLC, now known as CC V Holdings, LLC. The
following table presents these entities' customers and revenues as of and for
the nine months ended September 30, 1999:
<TABLE>
<CAPTION>
AS OF AND FOR
THE NINE MONTHS ENDED
ENTITY SEPTEMBER 30, 1999
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REVENUE
CUSTOMERS (IN THOUSANDS)
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<S> <C> <C>
Cable systems of Fanch
Cablevision L.P. and affiliates 538,000 $155,626
Falcon Communications, L.P. 1,004,000 320,228
Avalon Cable LLC 261,000 (a) 81,559
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1,803,000 $557,413
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</TABLE>
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(a) Includes approximately 5,400 customers served by cable systems that Charter
Holdings will acquire from certain former affiliates of Avalon. The
acquisition of these systems is expected to be completed by the end of
January 2000.
The following is a brief description of the recently acquired cable
systems:
FANCH. In November 1999, Charter Holdco purchased the partnership interests
of Fanch Cablevision of Indiana, L.P., specified assets of Cooney Cable
Associates of Ohio, Limited Partnership, Fanch-JV2 Master Limited Partnership,
Mark Twain Cablevision Limited Partnership, Fanch-Narragansett CSI Limited
Partnership, North Texas Cablevision, Ltd., Post Cablevision of Texas, Limited
Partnership and Spring Green Communications, L.P. and the stock of Tioga Cable
Company, Inc., Cable Systems, Inc. and , indirectly, Hornell Television Service,
Inc. for a total combined purchase price of approximately $2.4 billion in cash,
subject to adjustment. At the time of the closing of this acquisition, the Fanch
credit facilities were closed providing for borrowings of up to $1.2 billion.
$0.9 billion of this availability was used to fund a portion of the Fanch
purchase price.
The cable systems acquired in this transaction are located in Colorado,
Indiana, Kansas, Kentucky, Michigan, Mississippi, New Mexico, Oklahoma, Texas
and Wisconsin. For the year ended December 31, 1998, these systems had revenues
of approximately $141.1 million. Approximately 19% of these systems' customers
are served by systems with at least 550 megahertz bandwidth capacity.
FALCON. In November 1999, Charter Holdco purchased partnership interests in
Falcon Communications, L.P., interests in a number of Falcon entities, specified
interests in Enstar Communications Corporation and Enstar Finance Company, LLC
and specified interests in Adlink. All acquired interests except the Enstar
portion were transferred to Charter Holdings.
The purchase price for the transaction, excluding the specified interests
in Enstar, was approximately $3.5 billion, consisting of cash, $550 million in
membership units in Charter Holdco issued to Falcon sellers and $1.67 billion in
assumed debt. The purchase price is subject to adjustment. All of the membership
units have been exchanged for Class A common stock of Charter Communications,
Inc., sole
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manager and 38.0% equity owner of Charter Holdco, or have been put to Paul G.
Allen, beneficial owner of Charter Holdco.
The Falcon cable systems are located in California and the Pacific
Northwest, Missouri, North Carolina, Alabama and Georgia. For the year ended
December 31, 1998, the Falcon cable systems had revenues of approximately $307.6
million. Approximately 7% of these systems' customers are served by systems with
at least 550 megahertz bandwidth capacity.
AVALON. In November 1999, Charter Holdco purchased directly and indirectly
all of the equity interests in Avalon Cable LLC for approximately $576.9 million
in cash and $268.1 million in assumed notes. The purchase price is subject to
adjustment. Avalon Cable operates primarily in Michigan and the New England
area. For the year ended December 31, 1998, Avalon Cable had revenues of
approximately $18.2 million. Approximately 15% of the Avalon cable systems'
customers are served by systems with at least 550 megahertz bandwidth capacity.
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ITEM 5 OTHER ITEMS
On January 6, 2000, Charter Holdings and its wholly owned subsidiary,
Charter Communications Holdings Capital Corporation (collectively, the
"Issuers"), announced that they had entered into an agreement to sell $675.0
million of 10.00% Senior Notes due 2009, $325.0 million of 10.25% Senior Notes
due 2010 and 11.75% Senior Discount Notes due 2010 with a principal amount at
maturity of $532.0 million. The sale of the notes provided gross proceeds to the
Issuers of approximately $1.3 billion. The net proceeds of the offering will be
used to repay debt, including notes that will be put to the Issuers'
subsidiaries in change of control offers that are pending or anticipated.
Funding closed on January 12, 2000.
A copy of the press release announcing the financing is being filed as
Exhibit 99.1 with this report.
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ITEM 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial statements of business acquired.
Audited financial statements will be filed as an amendment to this
current report within 60 days after the date this initial report
must be filed.
(b) Pro forma financial information.
Pursuant to Article 11 of Regulation S-X, pro forma unaudited
financial statements will be filed as an amendment to this current
report within 60 days after the date this initial report must be
filed.
(c) Exhibits.
2.8 Contribution and Sale Agreement entered into as of
December 30, 1999, by and among Charter Communications
Holding Company, LLC, CC VII Holdings, LLC, and Charter
Communications VII, LLC.
2.9 Contribution and Sale Agreement entered into as of
December 30, 1999, by and among Charter Communications
Holding Company, LLC and Charter Communications Holdings,
LLC.
99.1 Press release dated January 6, 2000.*
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*filed herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Charter Communications Holdings, LLC has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
CHARTER COMMUNICATIONS
HOLDINGS, LLC, a registrant
Dated January 13, 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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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Charter Communications Holdings Capital Corporation has duly caused this report
to be signed on its behalf by the undersigned hereunto duly authorized.
CHARTER COMMUNICATIONS
HOLDINGS CAPITAL CORPORATION, a
registrant
Dated January 13, 2000 By: /s/ KENT D. KALKWARF
---------------------------------------
Name: Kent D. Kalkwarf
Title: Senior Vice President and
Chief Financial Officer
(Principal Financial Officer
and Principal Accounting
Officer)
<PAGE> 1
EXHIBIT 2.8
CONTRIBUTION AND SALE AGREEMENT
This CONTRIBUTION AND SALE AGREEMENT (this "Agreement") is
entered into as of this 30th day of December, 1999, by and among Charter
Communications Holding Company, LLC, a Delaware limited liability company
("Charter Holdco"), CC VII Holdings, LLC, a Delaware limited liability company
("CC VII Holdings") and Charter Communications VII, LLC, a Delaware limited
liability company ("CC VII").
RECITALS:
WHEREAS, Charter Holdco is the owner, beneficially and of
record, of certain minority partnership interests of each of Falcon Media
Investors Group, a California Limited Partnership, Falcon Community Investors, a
California Limited Partnership, Falcon Investors Group, Ltd., a California
Limited Partnership, Falcon Telecable Investors Group, a California Limited
Partnership, and Falcon Video Communications Investors, L.P., a California
limited partnership (collectively the "Minority Partnership Interests");
WHEREAS, Charter Holdco desires to contribute the Minority
Partnership Interests to CC VII Holdings;
WHEREAS, CC VII Holdings is authorized to issue membership
units representing equity interests in CC VII Holdings (the "CC VII Holdings
Membership Interests");
WHEREAS, CC VII Holdings currently has outstanding 100 units
of CC VII Holdings Membership Interests, which are currently held by Charter
Holdco;
WHEREAS, CC VII Holdings intends to issue additional units of
CC VII Holdings Membership Interests to Charter Holdco in exchange for Charter
Holdco's contribution of the Minority Partnership Interests to CC VII Holdings;
WHEREAS, CC VII Holdings thereafter desires to contribute the
Minority Partnership Interests to CC VII.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending legally to be bound, hereby agree as follows:
1. Contribution to CC VII Holdings. Subject to the terms and
conditions of this Agreement, Charter Holdco hereby contributes all of the
Minority Partnership Interests to CC VII Holdings, in the form of a capital
contribution, as of the Effective Date (as hereinafter defined), in exchange for
the issuance by CC VII Holdings of CC VII Holdings Membership Interests to
Charter Holdco
2. Issuance of CC VII Holdings Membership Interests. Subject
to the terms and conditions of this Agreement, CC VII Holdings hereby issues CC
VII Holdings Membership Interests to Charter Holdco, as of the Effective Date,
in exchange for Charter Holdco's contribution of the Minority Partnership
Interests to the capital of CC VII Holdings..
3. Contribution to the CC VII. Subject to the terms and
conditions of this Agreement, immediately after such Minority Partnership
Interests are contributed to CC VII Holdings from
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Charter Holdco, CC VII Holdings hereby contributes all of the Minority
Partnership Interests to CC VII, as of the Effective Date.
4. Effective Date. This Agreement shall be deemed
effective as of 12:01 a.m. on January 1, 2000 (the "Effective Date").
5. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to conflicts of law principles.
6. Successors. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors, heirs, executors, administrators, legal representatives and
permitted assigns.
7. Further Assurances. Each of the parties hereto shall at
any time and from time to time following the date hereof, execute and deliver
all such further instruments and take all such further actions as may be
reasonably necessary to confirm or carry out the provisions hereof.
8. Amendment; Waiver; Termination. This Agreement cannot be
amended, waived, or terminated except by a writing signed by the parties hereto
9. INVALID PROVISIONS. IF ANY PROVISION OF THIS AGREEMENT IS
HELD TO BE ILLEGAL, INVALID OR UNENFORCEABLE UNDER PRESENT OR FUTURE LAWS, SUCH
PROVISION SHALL BE FULLY SEVERABLE, THIS AGREEMENT SHALL BE CONSTRUED AND
ENFORCED AS IF SUCH ILLEGAL, INVALID OR UNENFORCEABLE PROVISION HAD NEVER
COMPRISED A PART OF THIS AGREEMENT, AND THE REMAINING PROVISIONS OF THIS
AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT AND SHALL NOT BE AFFECTED BY THE
ILLEGAL, INVALID OR UNENFORCEABLE PROVISION OR BY ITS SEVERANCE FROM THIS
AGREEMENT. THE PARTIES FURTHER AGREE THAT, IN PLACE OF EACH SUCH ILLEGAL,
INVALID OR UNENFORCEABLE PROVISION, THERE SHALL BE ADDED AUTOMATICALLY AS A PART
OF THIS AGREEMENT A PROVISION AS SIMILAR TO SUCH ILLEGAL, INVALID OR
UNENFORCEABLE PROVISION AS MAY BE POSSIBLE AND BE LEGAL, VALID AND ENFORCEABLE.
10. Counterparts. This Agreement may be executed in two or
more separately executed counterparts, which may include faxed signature pages,
each of which counterparts shall be deemed an original, but all of which
together shall constitute one and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered as of the date first above written
and effective as of the Effective Date.
CHARTER COMMUNICATIONS
HOLDING COMPANY, LLC
By: /S/ CURTIS S. SHAW
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Name: Curtis S. Shaw
Title: Senior Vice President,
General Counsel and Secretary
CC VII HOLDINGS, LLC
By: /S/ CURTIS S. SHAW
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Name: Curtis S. Shaw
Title: Senior Vice President,
General Counsel and Secretary
CHARTER COMMUNICATIONS VII, LLC
By: /S/ CURTIS S. SHAW
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Name: Curtis S. Shaw
Title: Senior Vice President,
General Counsel and Secretary
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EXHIBIT 2.9
CONTRIBUTION AND SALE AGREEMENT
This CONTRIBUTION AND SALE AGREEMENT (this "Agreement") is
entered into as of this 30th day of December, 1999, by and between Charter
Communications Holding Company, LLC, a Delaware limited liability company
("Charter Holdco"), and Charter Communications Holdings, LLC, a Delaware limited
liability company ("Charter Holdings").
RECITALS:
WHEREAS, Charter Holdco is the owner, beneficially and of
record, of 100% of the outstanding membership interests of each of CC V
Holdings, LLC, CC VI Holdings, LLC and CC VII Holdings, LLC (collectively the
"Membership Interests");
WHEREAS, Charter Holdco desires to contribute the Membership
Interests to Charter Holdings;
WHEREAS, Charter Holdings is authorized to issue membership
units representing equity interests in Charter Holdings (the "Charter Holdings
Membership Interests");
WHEREAS, Charter Holdings currently has outstanding 100 units
of Charter Holdings Membership Interests, which are currently held by Charter
Holdco; and
WHEREAS, Charter Holdings intends to issue additional units of
Charter Holdings Membership Interests to Charter Holdco in exchange for Charter
Holdco's contribution of the Membership Interests to Charter Holdings.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending legally to be bound, hereby agree as follows:
1. Contribution of Membership Interests. Subject to the
terms and conditions of this Agreement, Charter Holdco hereby contributes all of
the Membership Interests to Charter Holdings, in the form of a contribution to
the common equity capital of Charter Holdings, as of the Effective Date (as
hereinafter defined), in exchange for the issuance by Charter Holdings of
Charter Holdings Membership Interests to Charter Holdco.
2. Issuance of Charter Holdings Membership Interests.
Subject to the terms and conditions of this Agreement, Charter Holdings hereby
issues Charter Holdings Membership Interests to Charter Holdco, as of the
Effective Date, in exchange for Charter Holdco's contribution of the Membership
Interests to Charter Holdings.
3. Effective Date. This Agreement shall be deemed
effective as of 12:02 a.m. on January 1, 2000 (the "Effective Date").
4. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to conflicts of law principles.
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5. Successors. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors, heirs, executors, administrators, legal representatives and
permitted assigns.
6. Further Assurances. Each of the parties hereto shall at
any time and from time to time following the date hereof, execute and deliver
all such further instruments and take all such further actions as may be
reasonably necessary to confirm or carry out the provisions hereof.
7. Amendment; Waiver; Termination. This Agreement cannot be
amended, waived, or terminated except by a writing signed by the parties hereto.
8. INVALID PROVISIONS. IF ANY PROVISION OF THIS AGREEMENT IS
HELD TO BE ILLEGAL, INVALID OR UNENFORCEABLE UNDER PRESENT OR FUTURE LAWS, SUCH
PROVISION SHALL BE FULLY SEVERABLE, THIS AGREEMENT SHALL BE CONSTRUED AND
ENFORCED AS IF SUCH ILLEGAL, INVALID OR UNENFORCEABLE PROVISION HAD NEVER
COMPRISED A PART OF THIS AGREEMENT, AND THE REMAINING PROVISIONS OF THIS
AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT AND SHALL NOT BE AFFECTED BY THE
ILLEGAL, INVALID OR UNENFORCEABLE PROVISION OR BY ITS SEVERANCE FROM THIS
AGREEMENT. THE PARTIES FURTHER AGREE THAT, IN PLACE OF EACH SUCH ILLEGAL,
INVALID OR UNENFORCEABLE PROVISION, THERE SHALL BE ADDED AUTOMATICALLY AS A PART
OF THIS AGREEMENT A PROVISION AS SIMILAR TO SUCH ILLEGAL, INVALID OR
UNENFORCEABLE PROVISION AS MAY BE POSSIBLE AND BE LEGAL, VALID AND ENFORCEABLE.
9. Counterparts. This Agreement may be executed in two or
more separately executed counterparts, which may include faxed signature pages,
each of which counterparts shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered as of the date first above written
and effective as of the Effective Date.
CHARTER COMMUNICATIONS
HOLDING COMPANY, LLC
By: /S/ CURTIS S. SHAW
-------------------------------------
Name: Curtis S. Shaw
Title: Senior Vice President,
General Counsel and Secretary
CHARTER COMMUNICATIONS
HOLDINGS, LLC
By: /S/ CURTIS S. SHAW
-------------------------------------
Name: Curtis S. Shaw
Title: Senior Vice President,
General Counsel and Secretary
<PAGE> 1
EXHIBIT 99.1
[CHARTER COMMUNICATIONS LOGO}
FOR IMMEDIATE RELEASE
CHARTER COMMUNICATIONS HOLDINGS, LLC
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION
ISSUES $1.3 BILLION SENIOR NOTES
ST. LOUIS, MO, JANUARY 6, 2000 -- Charter Communications Holdings, LLC and
Charter Communications Holdings Capital Corporation today announced that they
had entered into an agreement to sell $675,000,000 of 10% Senior Notes due 2009,
$325,000,000 of 10.25% Senior Notes Due 2010 and 11.75% Senior Discount Notes
Due 2010 with a principal amount at maturity of $532,000,000. The sale of the
notes will provide gross proceeds to the issuers of approximately
$1,300,000,000. The transaction size was increased from the $900,000,000
originally sought by the issuers. The net proceeds of the offering will be used
to repay debt, including notes that will be put to the issuers' subsidiaries in
change of control offers that are pending or anticipated.
Charter is the fourth largest operator of cable television systems in the United
States, serving approximately 6.2 million customers after giving effect to a
pending acquisition.
Charter New Debt add one-
The notes are being sold to qualified institutional buyers in reliance on Rule
144A.
The notes have not been registered under the Securities Act of 1933, as amended
(the "Securities Act"), and, unless so registered, may not be offered or sold in
the United States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and applicable
state securities laws. This press release shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any sale of the notes
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
For More Information Contact:
Ralph G. Kelly
Senior Vice President-Treasurer
314/543-2388
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