STAMFORD, Conn., April 19, 2013 /PRNewswire/ -- Charter
Communications, Inc. (NASDAQ: CHTR) (along with its
subsidiaries, the "Company" or "Charter") today announced that it
has commenced, through two of its subsidiaries, CCO Holdings, LLC
("CCOH") and CCO Holdings Capital Corp. (together with CCOH, "CCO
Holdings"), a tender offer to purchase for cash any and all of its
outstanding 7.875% Senior Notes due 2018 (the "Notes"). CCO
Holdings will purchase all Notes that are tendered prior to
5:00 p.m., Eastern Standard Time
(EST), on May 2, 2013, unless such
time is extended by the Company for the Notes (the "Consent Payment
Deadline"). The total principal amount of the Notes
outstanding is $900 million. Charter
is also seeking consents (the "Consent Solicitation") from the
holders of the Notes to amendments (the "Proposed Amendments") to,
among other things, eliminate substantially all of the restrictive
convenants and certain events of default, and eliminate or modify
related provisions contained in the indenture governing the Notes.
Notes that are validly tendered prior to the Consent Payment
Deadline, and accepted for purchase, will receive the total
consideration set forth in the table below per $1,000 aggregate principal amount of Notes plus
accrued and unpaid interest:
Issuer
|
CUSIP
Nos.
|
Title of
Security
|
Consent
Payment Deadline
|
Tender
Consideration(1)
|
Consent
Payment(2)
|
Total
Consideration(1)
|
CCO
Holdings
|
1248EPAL7
|
7.875%
Senior Notes due 2018
|
5:00 P.M.,
EST, on May 2, 2013
|
$1,033.25
|
$30.00
|
$1,063.25
|
(1) Does not include accrued and unpaid interest, which will be
paid on Notes accepted for purchase.
(2) Represents a consent fee for the Notes tendered on or prior
to the Consent Payment Deadline.
(Logo:
http://photos.prnewswire.com/prnh/20110526/AQ10195LOGO)
The tender offer is scheduled to expire at 11:59 p.m. EST, on May 16,
2013, unless extended or earlier terminated (the "Expiration
Time"). The Consent Payment Deadline is 5:00
p.m. EST, on May 2, 2013
unless extended or earlier terminated. Tendered Notes may be
withdrawn and related consents to the Proposed Amendments may be
revoked at any time on or prior to 5:00 p.m.
EST, on May 2, 2013, unless
such time is extended by the Company (the "Withdrawal Deadline").
Tenders of Notes and consents to the Proposed Amendments may not be
withdrawn after the Withdrawal Deadline except to the extent
required by applicable law. Holders of Notes may not tender their
Notes without consenting to the Proposed Amendments and may not
withdraw their consents to the Proposed Amendments without
withdrawing the related Notes from the tender offer. Payment for
Notes validly tendered and not validly withdrawn on or prior to the
applicable Consent Payment Deadline and accepted for purchase will
be made promptly following the Consent Payment Deadline. Payment
for Notes tendered after the Consent Payment Deadline accepted for
purchase will be made promptly following the Expiration Time.
Holders of Notes that are validly tendered after the Consent
Payment Deadline and on or prior to the Expiration Time, and
accepted for purchase, will receive only the tender consideration
set forth in the table above and not the consent payment. Accrued
interest up to, but not including, the payment date of the Notes
will be paid in cash on all validly tendered and accepted
Notes.
The consummation of the tender offer for the Notes is
conditioned upon consummation of the proposed financing
arrangements. The Proposed Amendments will become effective with
respect to the indenture governing the Notes only upon consummation
of the related tender offer and only if consents are received with
respect to a majority in aggregate principal amount of the Notes.
The tender offer and the related Consent Solicitation is also
subject to the satisfaction or waiver of certain other conditions
as set forth in the Offer to Purchase and Consent Solicitation
referred to below.
The complete terms and conditions of the tender offer and the
Consent Solicitation are set forth in an Offer to Purchase and
Consent Solicitation Statement that is being sent to holders of the
Notes. Holders are urged to read this document carefully before
making any decision with respect to the tender offer and Consent
Solicitation. Holders of Notes must make their own decisions as to
whether to tender their Notes and consent to the Proposed
Amendments, and if they decide to do so, the principal amount of
the Notes to tender.
Holders may obtain copies of the Offer to Purchase and Consent
Solicitation Statement from the Information Agent for the tender
offer and Consent Solicitation, Global Bondholder Services
Corporation, at (646) 855-3401 (collect) and (866) 389-1500 (toll
free).
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays
Capital Inc. and Citigroup Global Markets Inc. are serving as the
Dealer Managers for the tender offer. Questions regarding the
tender offer and Consent Solicitation may be directed to Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Debt Advisory
Services at (888) 292-0070 (toll free) or (646) 855-3401 (collect);
Barclays Capital Inc., Liability Management Group at (800) 438-3242
(toll free) or (212) 528-7581 (collect); or Citigroup Global
Markets Inc., Liability Management Group at (800) 558-3745 (toll
free) or (212) 723-6106 (collect).
Neither the Company, CCO Holdings, the Dealer Managers, the
Information Agent nor any other person makes any recommendation as
to whether holders of Notes should tender their Notes and deliver
consents to the Proposed Amendments, and no one has been authorized
to make such a recommendation.
This announcement is not an offer to purchase, or the
solicitation of an offer to sell the Notes. The tender offers may
only be made pursuant to the terms of the Offer to Purchase and
Consent Solicitations and the related Letter of Transmittal.
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
(the "Securities Act"), and Section 21E of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), 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,"
"tentative," "positioning," "designed," "create," 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:
- our ability to sustain and grow revenues and cash flow from
operations by offering video, Internet, telephone, advertising and
other services to residential and commercial customers, to
adequately meet the customer experience demands in our markets and
to maintain and grow our customer base, particularly in the face of
increasingly aggressive competition, the need for innovation and
the related capital expenditures and the difficult economic
conditions in the United
States;
- the impact of competition from other market participants,
including but not limited to incumbent telephone companies, direct
broadcast satellite operators, wireless broadband and telephone
providers, digital subscriber line ("DSL") providers, and video
provided over the Internet;
- general business conditions, economic uncertainty or downturn,
high unemployment levels and the level of activity in the housing
sector;
- our ability to obtain programming at reasonable prices or to
raise prices to offset, in whole or in part, the effects of higher
programming costs (including retransmission consents);
- the development and deployment of new products and
technologies;
- the effects of governmental regulation on our business;
- the availability and access, in general, of funds to meet our
debt obligations prior to or when they become due and to fund our
operations and necessary capital expenditures, either through (i)
cash on hand, (ii) free cash flow, or (iii) access to the capital
or credit markets; and
- 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.
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.
SOURCE Charter Communications, Inc.