Charter Communications, Inc. (NASDAQ: CHTR) and its subsidiaries
("Charter” or the "Company”) today commenced the next phase of its
previously announced financial restructuring, which is expected to
reduce the Company’s debt by approximately $8 billion. As announced on
February 12, 2009, the Company reached agreements-in-principle with
members of a committee of certain of the Company’s debt holders
(collectively, the "Bondholder Committee”). These
agreements-in-principle contemplate the investment by members of the
Bondholder Committee of more than $3 billion, including up to $2 billion
in equity proceeds, $1.2 billion in roll-over debt and $267 million in
new debt to support the overall refinancing. Charter expects the
proposed restructuring to position the Company to generate positive free
cash flow through significant interest expense reductions. The Company
has been working closely with the Bondholder Committee to finalize a
pre-arranged plan of reorganization and related documents and agreements
based upon the agreements-in-principle (the "Pre-Arranged Plan”).
Consistent with the terms of the agreements-in-principle, Charter today
filed its Pre-Arranged Plan and Chapter 11 petitions in the United
States Bankruptcy Court for the Southern District of New York. Charter’s
Pre-Arranged Plan is supported by Paul G. Allen and affiliates of Paul
G. Allen and by the Bondholder Committee consisting of (a) parties
holding approximately 73% in principal amount of the 11.00% Senior
Secured Notes due 2015 of CCH I, LLC and (b) parties holding
approximately 52% in principal amount of the 10.25% Senior Notes due
2010 and 2013 of CCH II, LLC. As previously announced, Paul G. Allen
will continue as an investor, and will retain the largest voting
interest in the Company. The Pre-Arranged Plan calls for the
reinstatement of the current debt of Company subsidiaries CCO Holdings,
LLC and Charter Communications Operating, LLC. The Company has paid, and
intends to continue to pay, on a current basis in accordance with
existing terms on the secured debt. The unsecured notes at CCO Holdings,
LLC will continue to accrue interest that will be paid upon emergence.
"The financial restructuring is good news for Charter and our customers
and, if approved, will result in Charter being better positioned to
deliver the products and services our customers demand now and in the
future,” said Neil Smit, President and Chief Executive Officer. "The
support of our bondholders and their new investment in Charter also
underscores their confidence in our company and business. Charter’s
operations are strong, and throughout this process, we will continue
serving our customers as usual. We look forward to an expeditious
restructuring, and once completed, we believe that Charter will be a
stronger company.”
Charter expects that cash on hand and cash from operating activities
will be adequate to fund its projected cash needs as it proceeds with
its financial restructuring and therefore does not intend to seek
debtor-in-possession (DIP) financing.
In conjunction with today’s filing, the Company also filed a variety of
customary motions to continue to support its employees, customers and
vendors during the financial restructuring process. The Company has
filed motions seeking permission to continue employee wage and benefits
programs and honor current customer programs without interruption, and
to pay trade creditor balances and fees to Local Franchise Authorities
incurred before and after the filing in full and in the normal course.
Charter has retained Kirkland & Ellis LLP as legal counsel, Lazard as
financial advisor and AlixPartners LLP as restructuring advisor.
The Bondholder Committee is represented by Paul, Weiss, Rifkind, Wharton
& Garrison LLP as legal counsel, and its financial advisors are Houlihan
Lokey Howard & Zukin Capital, Inc. and UBS Securities LLC.
Charter also appointed Gregory L. Doody as its Chief Restructuring
Officer. In this role, Mr. Doody will help oversee the financial
restructuring process, thereby minimizing the impact of the
restructuring process on Charter’s day-to-day operations. He has led
successful in-court and out-of-court restructurings, including Calpine
Corporation and HealthSouth Corporation.
On March 16, 2009, Charter Communications, Inc. filed its Annual Report
on Form 10-K with the Securities and Exchange Commission, which
contained a going concern modification to the audit opinion from its
independent registered public accounting firm. Further details are
available in the Company’s 10-K.
The Company’s principal Chapter 11 petition has been assigned case
number 09-11435. Additional information about Charter’s restructuring,
including the disclosure statement describing the Pre-Arranged Plan and
the terms of the committed and optional investments by members of the
Bondholder Committee, is available at the Company’s website www.charter.com.You
may also receive information from the Company’s restructuring
information line, 800-419-3922. For access to Court documents and other
general information about the Chapter 11 cases, please visit www.kccllc.net/charter.
This release is not intended as a solicitation for a vote on the
Pre-Arranged Plan.
About Charter Communications
Charter Communications, Inc. is a leading broadband communications
company and the fourth-largest cable operator in the United States.
Charter provides a full range of advanced broadband services, including
advanced Charter Digital Cable(R) video entertainment programming,
Charter High-Speed(R) Internet access, and Charter Telephone(R). Charter
Business(TM) 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(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 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," "plans," "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,
including our quarterly reports on Form 10-Q filed in 2008 and our most
recent annual report on Form 10-K, and include, but are not limited to:
-
the completion of the Company's restructuring including the outcome
and impact on our business of the proceedings under Chapter 11 of the
Bankruptcy Code;
-
the ability of the Company to satisfy closing conditions under the
agreements-in-principle and Pre-Arranged Plan and related documents
and to have the Pre-Arranged Plan confirmed by the bankruptcy court;
-
the availability of and access to, in general, funds to meet interest
payment obligations under our debt and to fund our operations and
necessary capital expenditures, either through cash on hand, 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 repay debt prior to or when it becomes due and/or
successfully access the capital or credit markets to refinance that
debt through new issuances, exchange offers or otherwise, including
restructuring our balance sheet and leverage position, especially
given recent volatility and disruption in the capital and credit
markets;
-
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 downturn,
including the recent volatility and disruption in the capital and
credit markets and the significant downturn in the 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.