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Charter Announces Final Results and Settlement of $100 Million Tender Offer for Debt Securities.


ST. LOUIS -- Charter Communications Charter Communications NASDAQ: CHTR is an American company providing cable television, high-speed Internet, and telephone services to more than 5.7 million customers in 29 states. It is the third-largest publicly traded cable operator in the U.S. , Inc. (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
: CHTR CHTR Charter
CHTR Canadian High Temperature Research
) announced the final results of the cash tender offer (the "Tender Offer") by its indirect subsidiary, Charter Communications Holdings, LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
 ("Charter Holdings"), for certain of its outstanding senior notes listed in the table below (the "Notes"). The Tender Offer expired at 5:00 PM EDT EDT
abbr.
Eastern Daylight Time


EDT Eastern Daylight Time

EDT n abbr (US) (= Eastern Daylight Time) → hora de verano de Nueva York

EDT 
, on Tuesday, April 3, 2007, and the purchase settled today, April 5, 2007. As of expiration, $168.9 million Notes were validly tendered for exchange, a portion of which were accepted as detailed below, for total consideration, including accrued and unpaid interest, of $100 million.

Charter Holdings offered to purchase an amount of its outstanding Notes such that the amount Charter Holdings would be required to pay for the purchase of the Notes in total (including accrued and unpaid interest) in the Tender Offer would not exceed $100 million (the "Maximum Payment Amount"), in accordance with the terms and conditions described in the Offer to Purchase dated March 6, 2007, as amended by public announcement on March 20, 2007.

The total consideration payable for the Notes was a fixed price. Because the amount Charter Holdings would be required to pay for the purchase of the tendered Notes, together with accrued and unpaid interest, exceeded the Maximum Payment Amount, Charter Holdings (subject to the terms and conditions of the Tender Offer) accepted Notes for purchase in accordance with the Acceptance Priority Level set forth in the following table. The following table includes the series of Notes subject to the Tender Offer, and for each series of Notes the amount validly tendered, the acceptance priority, the amount accepted for tender, the tender offer consideration, and the total consideration:
[TABLE OMITTED]


(1) Per $1,000 principal amount of Notes that are accepted for purchase; the total consideration column includes the early tender premium of $15 per $1,000 principal amount of Notes that was conditioned on tendering the priority level 3 notes by March 19, 2007 and was provided to all priority levels 1 and 2 notes tendered.

In addition, in all cases, holders of Notes that were accepted for purchase received accrued and unpaid interest from the last interest payment date for such series of Notes to, but not including, the date the Notes were purchased.

Based on final tenders:

* Acceptance Priority Level 1: 100% of the $39.6 million Notes tendered due 2009 were accepted for purchase,

* Acceptance Priority Level 2: 100% of the $20.3 million Notes tendered due 2010 were accepted for purchase, and

* Acceptance Priority Level 3: 34.0% of the $109.0 million Notes tendered due 2011 and 2012 were accepted for purchase. Tendered Notes not accepted for purchase due to the proration Proration

A situation during a corporate action in which the available cash or shares are not sufficient to satisfy the offers tendered by shareholders. Therefore, a proportion of both cash and shares is granted for each offer tendered.
 applied to the Notes subject to Acceptance Priority Level 3 were promptly returned or credited to the account of the noteholder.

Citigroup Corporate and Investment Banking acted as the Dealer Manager for the Tender Offer. Global Bondholder Bondholder

A firm often has stockholders and bondholders. In a liquidation, the bondholders have first priority.


bondholder

An individual or institution that owns bonds in a corporation or other organization.
 Services Corporation acted as the Information Agent and Depositary DEPOSITARY, contracts. He with whom a deposit is confided or made.
     2. It is, the essence of the contract of deposits that it should be gratuitous on the part 'of the depositary. 9 M. R. 470.
. This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The offer was made only by an Offer to Purchase dated March 6, 2007, and the information in this news release is qualified by reference to the Offer to Purchase and the public announcement by Charter Holdings on March 20, 2007. Persons with questions regarding the offer should contact the Dealer Manager at (212) 723-6106 or toll-free at (800) 558-3745, or the Information Agent at (212) 430-3774 or toll-free at (866) 294-2200.

About Charter Communications

Charter Communications, Inc. is a leading broadband communications company Communications Company is a communications unit of the United States Marine Corps. They are part of Combat Logistics Regiment 37 , 3rd Marine Logistics Group (3MLG) and III Marine Expeditionary Force (III MEF). The unit is based out of the Marine Corps Base Camp Smedley D.  and the third-largest publicly traded cable operator in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. . Charter provides a full range of advanced broadband services See broadband and broadband service provider. , including advanced Charter Digital[R] video entertainment programming, Charter High-Speed[TM] Internet access See how to access the Internet.  service, and Charter Telephone[TM] services. 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 forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
:

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. Charter will not undertake to revise forward-looking projections to reflect events after this date. 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," "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 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 be able to provide under the applicable debt instruments such funds (by dividend, investment or otherwise) to the applicable obligor The individual who owes another person a certain debt or duty.

The term obligor is often used interchangeably with debtor.


obligor (ah-bluh-gore) n.
 of such debt;

* our ability to comply with all covenants in our indentures and credit facilities credit facilities nplfacilidades fpl de crédito

credit facilities nplfacilités fpl de paiement

credit facilities 
, any violation of which could trigger a default of our other obligations under cross-default provisions;

* our ability to pay or refinance Refinance

1. When a business or person revises their payment schedule for repaying debt.

2. Replacing an older loan with a new loan offering better terms.

Notes:
When a business refinances they typically extend the maturity date.
 debt prior to or when it becomes due and/or to take advantage of market opportunities and market windows to refinance that debt through new issuances, exchange offers or otherwise, including restructuring our balance sheet and leverage position;

* competition from other video programming distributors, including incumbent telephone companies, direct broadcast satellite operators, wireless broadband High-speed wireless transmission of data. What is "high" speed is always a changing number. Wireless systems are typically slower than land-based, wireline networks. In the past, wireless broadband started at 250 Kbps, whereas land-based broadband was generally considered to start at T1  providers and DSL DSL
 in full Digital Subscriber Line

Broadband digital communications connection that operates over standard copper telephone wires. It requires a DSL modem, which splits transmissions into two frequency bands: the lower frequencies for voice (ordinary
 providers;

* unforeseen difficulties we may encounter in our continued introduction of our telephone services such as our ability to meet heightened customer expectations for the reliability of voice services compared to other services we provide and our ability to meet heightened 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 See broadband. , telephone and other services and to maintain and grow a stable customer base, particularly in the face of increasingly aggressive competition from other service providers;

* our ability to obtain programming at reasonable prices or to pass programming 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 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.
COPYRIGHT 2007 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2007, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Apr 5, 2007
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