InvestorsSeptember 12, 2005
Charter Communications Announces Interim Results of Private Debt Exchange Offers
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ST. LOUIS--(BUSINESS WIRE)--Sept. 12, 2005--Charter Communications, Inc. (Nasdaq: CHTR) announced the results to date of the offers by its subsidiaries, CCH I, LLC ("CCH I") and CCH I Holdings, LLC ("CIH"), to exchange any and all of the approximately $8.43 billion aggregate principal amount of outstanding debt securities (the "Old Notes") of Charter Communications Holdings, LLC in a private placement for new debt securities.
As of 5:00 p.m., Eastern Time ("ET"), on Friday, September 9, 2005 (the "early participation date"), approximately $6.83 billion in total principal amount of Old Notes (approximately 81%) had been validly tendered, consisting of approximately $3.39 billion aggregate principal amount of Old Notes that mature in 2009 and 2010 (the "Old 2009-2010 Notes") and approximately $3.44 billion aggregate principal amount of Old Notes that mature in 2011 and 2012 (the "Old 2011-2012 Notes").
Based upon the tenders to date and subject to consummation of the offers, approximately $3.53 billion principal amount of new 11.00% Senior Secured Notes due 2015 of CCH I (the "CCH I Notes") and approximately $2.50 billion in aggregate principal amount of various series of Senior Accreting Notes due 2014 and 2015 of CIH (the "CIH Notes") would be issued and approximately $777 million aggregate principal amount of Old 2009-2010 Notes and approximately $914 million aggregate principal amount of Old 2011-2012 Notes would remain outstanding.
The table below shows the principal amount of each series of Old 2009-2010 Notes tendered by the early participation date, the principal amount of new CCH I Notes that would be issued in the offer by series and the principal amount of Old 2009-2010 Notes that would remain outstanding by series subsequent to settlement, based upon the tenders to date and subject to consummation of the offers.
Principal Amount
CUSIP Outstanding Title of the Old 2009-2010 Notes
---------- ------------------- ---------------------------------------
16117PAE0 $1,244,067,000 8.625% Senior Notes due 2009
16117PAK6 640,437,000 10.00% Senior Notes due 2009
16117PAT7 874,000,000 10.75% Senior Notes due 2009
16117PAZ3 639,567,000 9.625% Senior Notes due 2009
16117PAL4 318,195,000 10.25% Senior Notes due 2010
16117PAM2 449,500,000 11.75% Senior Discount Notes due 2010
-------------------
Total $4,165,766,000
Principal Amount Principal Amount
Principal Amount of New CCH I Notes of Old Notes to
CUSIP Tendered to be Issued Remain Outstanding
---------- ------------------- ------------------- -------------------
16117PAE0 $951,151,000 $789,455,000 $292,916,000
16117PAK6 486,209,000 417,532,000 154,228,000
16117PAT7 743,152,000 640,040,000 130,848,000
16117PAZ3 531,927,000 440,834,000 107,640,000
16117PAL4 269,360,000 223,232,000 48,835,000
16117PAM2 406,821,000 351,392,000 42,679,000
------------------- ------------------- -------------------
Total $3,388,620,000 $2,862,485,000 $777,146,000
The table below shows the principal amount of each series of Old 2011-2012 Notes tendered by the early participation date, the principal amount of new CCH I Notes that would be issued in the offer by series, the principal amount of new CIH Notes that would be issued in the offer by series and the principal amount of Old 2011-2012 Notes that would remain outstanding by series subsequent to settlement, based upon the tenders to date and subject to consummation of the offers.
Principal Amount
CUSIP Outstanding Title of the Old 2011-2012 Notes
---------- ------------------- ---------------------------------------
16117PAV2 $500,000,000 11.125% Senior Notes due 2011
16117PAF7 1,108,180,000 9.920% Senior Discount Notes due 2011
16117PBB5 709,630,000 10.00% Senior Notes due 2011
16117PBD1 939,306,000 11.75% Senior Discount Notes due 2011
16117PAW0 675,000,000 13.50% Senior Discount Notes due 2011
16117PBH2 329,720,000 12.125% Senior Discount Notes due 2012
-------------------
Total $4,261,836,000
Principal
Principal Principal Amount of Old
Amount of New Amount of New Notes to
Principal CCH I Notes CIH Notes to be Remain
CUSIP Amount Tendered to be Issued Issued Outstanding
---------- --------------- ------------- --------------- -------------
16117PAV2 $311,907,000 $106,511,000 $149,775,000 $216,877,000
16117PAF7 939,659,000 346,565,000 467,282,000 197,295,000
16117PBB5 563,671,000 209,439,000 288,232,000 153,315,000
16117PBD1 819,149,000 - 803,002,000 136,304,000
16117PAW0 588,921,000 - 580,671,000 94,329,000
16117PBH2 218,228,000 - 214,108,000 115,612,000
--------------- ------------- --------------- -------------
Total $3,441,535,000 $662,515,000 $2,503,070,000 $913,732,000
Based upon the tenders to date and subject to consummation of the offers, the Old 2011-2012 Notes tendered for CCH I Notes would be pro rated (in accordance with the terms of the offers) as follows:
-- Approximately 51% of the 11.125% Senior Notes due 2011, 9.92%
Senior Discount Notes due 2011 and 10.00% Senior Notes due
2011 tendered for CCH I Notes would be exchanged for CCH I
Notes;
-- None of the 11.75% Senior Discount Notes due 2011, 13.50%
Senior Discount Notes due 2011 and 12.125% Senior Discount
Notes due 2012 tendered for CCH I Notes would be exchanged for
CCH I Notes; and
-- Approximately $93 million principal amount of Old 2011-2012
Notes tendered for the CCH I Note option (with an election to
have the Old Notes returned in the event of proration) would
be returned.
Final proration of tenders of the Old 2011-2012 Notes for CCH I Notes would be determined based on the total amount of Old Notes tendered prior to the expiration of the offers and, accordingly, the foregoing interim results are subject to change.
These offers are scheduled to expire at 12:00 midnight ET, on September 26, 2005 (the "expiration date"). Old Notes tendered after 5:00 p.m. ET, on September 9, 2005 will not receive the early participation payment. Old Notes tendered pursuant to the offers may no longer be withdrawn. The settlement date of the offers is expected to be on or about September 28, 2005.
The offers are being made only to qualified institutional buyers and institutional accredited investors inside the United States and to certain non-U.S. investors located outside the United States.
The complete terms and conditions of the exchange offers are set forth in the informational documents relating to the offers. The consummation of the exchange offers is subject to significant conditions that are described in the informational documents.
Documents relating to the offers will only be distributed to holders who complete and return a letter of eligibility confirming that they are within the category of eligible investors for this private offer. Holders who desire a copy of the eligibility letter may contact Global Bondholder Service Corporation, the information agent for the offers, at (866) 470-3800 (U.S. Toll-free) or (212) 430-3774 (Collect).
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.
About Charter Communications
Charter Communications, Inc., a broadband communications company, provides a full range of advanced broadband services to the home, including cable television on an advanced digital video programming platform via Charter Digital(TM), Charter High-Speed(TM) Internet service and Charter Telephone(TM). Charter Business(TM) provides scalable, tailored and cost-effective broadband communications solutions to organizations of all sizes through business-to-business Internet, data networking, video and music services. Advertising sales and production services are sold under the Charter Media(R) brand. More information about Charter can be found at www.charter.com.
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. 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" 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 reports or documents that we file from time to time with the SEC, and include, but are not limited to:
-- the availability of funds to meet interest payment obligations
under our debt and to fund our operations and necessary
capital expenditures, either through cash flows from operating
activities, further borrowings or other sources;
-- our ability to sustain and grow revenues and cash flows from
operating activities by offering video, high-speed Internet,
telephone and other services and to maintain a stable customer
base, particularly in the face of increasingly aggressive
competition from other service providers;
-- our ability to comply with all covenants in our indentures and
credit facilities, any violation of which would result in a
violation of the applicable facility or indenture and could
trigger a default of other obligations under cross-default
provisions;
-- our ability to repay or refinance debt as it becomes due;
-- our ability to obtain programming at reasonable prices or to
pass cost increases on to our customers;
-- general business conditions, economic uncertainty or slowdown;
and
-- the effects of governmental regulation, including but not
limited to local franchise taxing authorities, on our
business.
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.
CONTACT: Charter Communications, Inc.
Press:
David Andersen, 314-543-2213
or
Analysts:
Mary Jo Moehle, 314-543-2397
www.charter.com
SOURCE: Charter Communications, Inc.