Charter Communications, Inc. (NASDAQ:CHTR) (the "Company”)
announced today that its subsidiary, Charter Communications Operating,
LLC ("Charter Operating”),
agreed to issue $520 million principal amount of 10.875% 2nd
lien notes due 2014 ("the Notes”),
which are to be guaranteed by CCO Holdings, LLC and certain subsidiaries
of Charter Operating, in a private transaction.
The purchase price of the Notes will be approximately 96.1% of the
principal amount.
The net proceeds of this proposed issuance will be used to repay, but
not permanently reduce, the outstanding debt balances under the existing
revolving credit facility of Charter Operating.
The Notes will be sold to qualified institutional buyers in reliance on
Rule 144A and outside the United States to non-U.S. persons in reliance
on Regulation S. The Notes will not be 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. The Company expects, subject to market
conditions, that the sale would be completed in approximately one week.
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.
About Charter Communications
Charter Communications, Inc. is a leading broadband communications
company and the third-largest publicly traded cable operator in the
United States. Charter provides a full range of advanced broadband
services, including advanced Charter Digital®
video entertainment programming, Charter High-Speed™
Internet access service, and Charter Telephone™
services. Charter Business™ similarly
provides scalable, tailored and cost-effective broadband communications
solutions to business organizations, such as business-to-business
Internet access, data networking, video and music entertainment services
and business telephone. Charter's advertising sales and production
services are sold under the Charter Media®
brand. More information about Charter can be found at www.charter.com.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS: This release includes forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, 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" 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: the availability, in general, 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 and, in particular,
our ability to fund debt obligations (by dividend, investment or
otherwise) to the applicable obligor of such debt; 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; our ability to pay or refinance debt prior to or when it becomes
due and/or refinance that debt through new issuances, exchange offers
or otherwise, including restructuring our balance sheet and leverage
position; the impact of competition from other distributors, including
incumbent telephone companies, direct broadcast satellite operators,
wireless broadband providers, and digital subscriber line ("DSL”)
providers; difficulties in growing, further introducing, and operating our
telephone services, while adequately meeting customer expectations for
the reliability of voice services; our ability to adequately meet demand for installations and
customer service; 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 and grow our customer base,
particularly in the face of increasingly aggressive competition; our ability to obtain programming at reasonable prices or to
adequately raise prices to offset the effects of higher programming
costs; general business conditions, economic uncertainty or slowdown,
including the recent significant slowdown in the new housing sector
and overall economy; and the effects of governmental regulation 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.
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