SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 2,
2007
Charter
Communications, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or Other Jurisdiction of Incorporation or Organization)
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000-27927
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43-1857213
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(Commission
File Number)
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(I.R.S.
Employer Identification
Number)
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12405
Powerscourt Drive
St.
Louis, Missouri 63131
(Address
of principal executive offices including zip code)
(314)
965-0555
(Registrant's
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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ITEM
1.01. ENTRY INTO MATERIAL DEFINITIVE AGREEMENT.
On
October 2, 2007, Charter Communications, Inc. (“Charter”) announced the closing
of the offer by its subsidiary, Charter Communications Holding Company, LLC
(“Charter Holdco”) for $364 million of Charter's outstanding 5.875% Convertible
Senior Notes due 2009 (the “Existing Convertible Notes”) in exchange for $479
million of Charter’s new 6.50% Convertible Senior Notes due 2027 (the “New
Convertible Notes”).
The
Indenture
The
New
Convertible Notes were issued pursuant to the indenture, dated as of October
2,
2007, among Charter and The Bank of New York Trust Company, N.A., as trustee
(the “Indenture”). The New Convertible Notes bear interest at 6.50% per annum
and will mature on October 1, 2027, subject to earlier redemption at the
option
of Charter or repurchase at the option of the holders. Interest is payable
October 1 and March 1 of each year. The New Convertible Notes are the
unsecured and unsubordinated obligations of Charter and rank, in right of
payment, the same as all of Charter’s existing and future senior unsecured
indebtedness, including the Existing Convertible Notes. The New
Convertible Notes have an initial conversion price of $3.41, and initial
conversion rate of 293.3868 per $1,000 principal amount of New Convertible
Notes. The New Convertible Notes provide the holders with the right
to require Charter to repurchase some or all of the New Convertible Notes
for
cash on October 1, 2012, 2017 and 2022 at a repurchase price equal to the
principal amount plus accrued interest. The Indenture restricts the
ability of Charter to consolidate, merge or sell all or substantially all
assets. However, such covenant is subject to a number of important
qualifications and exceptions as described in the Indenture.
The
Indenture is attached hereto as Exhibit 4.1.
The
Amended and Restated Share Lending Agreement
On
October 2, 2007, in connection with the Exchange Offer, Charter and Citigroup
Global Markets Limited (“CGML”) entered into an Amended and Restated Share
Lending Agreement, (the “Amended and Restated Share Lending Agreement”), which
allowed the shares of Charter’s Class A common stock lent by Charter to CGML to
remain outstanding through the maturity of the New Convertible
Notes.
The
Amended and Restated Share Lending Agreement is attached hereto as Exhibit
10.1.
The
Mirror Note and the Amended and Restated Unit Lending Agreement
In
connection with the issuance of the New Convertible Notes, Charter entered
into
certain agreements with Charter Holdco to provide for the issuance of $479
million original principal amount of a 6.50% Mirror Convertible Senior Note
due
2027 of Charter Holdco (the “Mirror Note”) to Charter. These
agreements were entered into in order to facilitate compliance with the
certificate of incorporation of Charter and the governing documents of Charter
Holdco regarding the required issuance of mirror securities by Charter
Holdco. The terms of the Mirror Note mirror the terms of the New
Convertible Notes. Additionally, on October 2, 2007, Charter and
Charter Holdco, entered into an Amended
and Restated Unit Lending Agreement (the “Amended and Restated Unit Lending
Agreement”), that will mirror the terms of the Amended and Restated Share
Lending Agreement.
The
Mirror Note and the Unit Lending Amendment are attached hereto as Exhibit
10.2
and Exhibit 10.3, respectively.
ITEM
2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The
information in Item 1.01 of this Form 8-K is hereby incorporated by reference
to
this Item 2.03.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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Exhibit
Number
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Description
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Exhibit
4.1
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Indenture
relating to the 6.50% Convertible Senior Notes due 2027,
dated as of
October 2, 2007, between Charter Communications, Inc.,
as Issuer, and The
Bank of New York Trust Company, N.A., as Trustee. *
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Exhibit
10.1
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Amended
and Restated Share Lending Agreement, dated October 2,
2007, between
Charter Communications, Inc., Citigroup Global Markets
Limited, through
Citigroup Global Markets, Inc.*
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Exhibit
10.2
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Amended
and Restated Unit Lending Agreement, dated as of October
2, 2007, between
Charter Communications Holding Company, LLC as Lender
and Charter
Communications, Inc. as Borrower.*
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Exhibit
10.3
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6.50%
Mirror Convertible Senior Note due 2027 in the principal
amount of $479
million, dated as of October 2, 2007, made by Charter
Communications
Holding Company, LLC in favor of Charter Communications,
Inc.*
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* filed
herewith
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Charter
Communications, Inc. has duly caused this Current Report to be signed on its
behalf by the undersigned hereunto duly authorized.
CHARTER
COMMUNICATIONS, INC.
Registrant
Dated: October
5, 2007
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By:/s/
Kevin D. Howard
Name:
Kevin D. Howard
Title:
Vice President and Chief Accounting
Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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Exhibit
4.1
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Indenture
relating to the 6.50% Convertible Senior Notes due 2027, dated
as of
October 2, 2007, between Charter Communications, Inc., as Issuer,
and The
Bank of New York Trust Company, N.A., as Trustee. *
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Exhibit
10.1
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Amended
and Restated Share Lending Agreement, dated October 2, 2007,
between
Charter Communications, Inc., Citigroup Global Markets Limited,
through
Citigroup Global Markets, Inc.*
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Exhibit
10.2
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Amended
and Restated Unit Lending Agreement, dated as of October 2,
2007, between
Charter Communications Holding Company, LLC as Lender and Charter
Communications, Inc. as Borrower.*
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Exhibit
10.3
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6.50%
Mirror Convertible Senior Note due 2027 in the principal amount
of $479
million, dated as of October 2, 2007, made by Charter Communications
Holding Company, LLC in favor of Charter Communications,
Inc.*
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* filed
herewith