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Published on 8/11/2006 in the Prospect News Convertibles Daily and Prospect News Distressed Debt Daily.

Charter Communications subsidiaries begin exchange offer for 5.875% convertibles

By Angela McDaniels

Seattle, Aug. 11 - Charter Communications, Inc. subsidiary CCHC, LLC and CCH II, LLC - a subsidiary of CCHC, LLC - have launched an exchange offer for up to $450 million of their $862.5 million 5.875% convertible senior notes due 2009.

The offer expires at 11:59 p.m. ET on Sept. 8.

The purpose of the exchange is to improve Charter's financial flexibility by extending debt maturities and reducing overall debt, according to a company news release.

The companies are offering up to $188 million in cash, 45 million shares of Charter's class A common stock and $146.3 million principal amount of new CCH II notes.

For each $1,000 principal amount of convertibles tendered for exchange, noteholders will receive:

• $417.75 in cash,

• 100 shares of class A common stock, and

• $325.00 principal amount of 10¼% senior notes due 2010 issued by CCH II as an addition to its currently outstanding series. The CCH II notes will be substantially identical in all respects to the $2.1 billion principal amount of currently outstanding CCH II notes.

The convertible exchange offer is not conditioned upon a minimum amount of convertibles being tendered. However, if more than $450 million of convertibles are tendered, the companies said they will accept convertibles from each holder pro rata, based on the total amount of convertibles tendered.

The companies said they reserve the right to amend the exchange offer in any respect; however, they do not intend to change the amount of common stock offered to more than 134 shares or less than 67 shares per $1,000 principal amount of convertibles.

Global Bondholder Services Corp. (866 470-3700 or 212 430-3774) is information agent for the exchange offer. Citigroup Global Markets Inc. (877 531-8365 or 212 723-7406) and Banc of America Securities LLC (888 583-8900 x2200 or 212 933-2200) are dealer managers.

In conjunction with private exchange offers being held by subsidiaries of Charter Communications Holdings LLC, CCHC will contribute its 70% interest in the class A preferred equity interests of CC VIII, LLC, a majority-owned indirect subsidiary of Charter Communications Operating, LLC, to CCH I, LLC. The 70% interest will be pledged as security for about $3.5 billion of CCH I's outstanding 11% senior secured notes due 2015 and up to an additional $675 million in CCH I notes that may be issued in the private exchange offers.

Charter is a St. Louis-based broadband communications company.


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