Charter gets tenders for $6.83 billion of $8.43 billion notes at early payment deadline

By Jennifer Chiou

New York, Sept. 12 - Charter Communications, Inc. said Charter Communications Holdings, LLC and its wholly owned subsidiaries, CCH I, LLC and CCH I Holdings, LLC, received tenders for $6.83 billion or 81% of the $8.43 billion of outstanding debt securities covered by its exchange offer as of 5 p.m. ET on Sept. 9, the early participation payment deadline.

The tendered notes consist of $3.39 billion of notes due 2009 and 2010 and $3.44 billion of notes due 2011 and 2012.

The company received tenders for:

* $951,151,000 of its $1,244,067,000 of 8 5/8% senior notes due 2009;

* $486,209,000 of its $640,437,000 of 10% senior notes due 2009;

* $743,152,000 of its $874 million of 10¾% senior notes due 2009;

* $531,927,000 of its $639,567,000 of 9 5/8% senior notes due 2009;

* $269,360,000 of its $318,195,000 of 10¼% senior notes due 2010;

* $406,821,000 of its $449,500,000 of 11¾% senior discount notes due 2010;

* $311,907,000 of its $500 million of 11 1/8% senior notes due 2011;

* $939,659,000 of its $1,108,180,000 of 9.92% senior discount notes due 2011;

* $563,671,000 of its $709,630,000 of 10% senior notes due 2011;

* $819,149,000 of its $939,306,000 of 11¾% senior discount notes due 2011;

* $588,921,000 of its $675 million of 13½% senior discount notes due 2011;

* $218,228,000 of its $329,720,000 of 12 1/8% senior discount notes due 2012.

Based on the results, which are conditioned upon the notes being accepted, the company plans to issue $3.53 billion of new 11% senior secured notes due Oct. 1, 2015 of CCH I and $2.50 billion of various series of senior accreting notes due 2014 and 2015 of CIH.

CCH I intends to issue the following amounts of new 11% notes due 2015 based on the amounts tendered:

* $789,455,000 for its 8 5/8% notes due 2009;

* $417,532,000 for its 10% notes due 2009;

* $640,040,000 for its 10¾% notes due 2009;

* $440,834,000 for its 9 5/8% notes due 2009;

* $223,232,000 for its 10¼% notes due 2010;

* $351,392,000 for its 11¾% notes due 2010;

* $106,511,000 for its 11 1/8% notes due 2011;

* $346,565,000 for its 9.92% notes due 2011;

* $209,439,000 for its 10% notes due 2011.

CCH I Holdings intends to issue the following amounts of new senior accreting notes based on the amounts tendered:

* $149,775,000 for its 11 1/8% notes due 2011;

* $467,282,000 for its 9.92% notes due 2011;

* $288,232,000 for its 10% notes due 2011;

* $803,002,000 for its 11¾% notes due 2011;

* $580,671,000 for its 13½% notes due 2011;

* $214,108,000 for its 12 1/8% notes due 2012.

As previously reported, tenders of notes due 2011 and 2012 are subject to proration. The company said it will limit its issue of CCH I, LLC notes to the lower of $750 million, unless increased, and the maximum amount that can be issued without exceeding $3.525 billion of new notes.

Based on the limits, the company said about 51% of the 11 1/8% notes due 2011, 9.92% notes due 2011 and 10% notes due 2011 tendered will be exchanged for CCH I notes; none of the 11¾% notes due 2011, 13½% notes due 2011 and 12 1/8% notes due 2012 will be exchanged for CCH I notes; and about $93 million of old notes due 2011 and 2012 notes tendered for the CCH I note option will be returned.

Final proration of tenders will be determined based on the total amount of tendered securities at the expiration of the offers at midnight ET on Sept. 26.

Charter previously said that if the offer was oversubscribed it would exchange all tendered 11 1/8% notes due 2011, 9.92% notes due 2011 and 10% notes due 2011 before its other notes due 2011 and 2012.

Charter Communications, Inc. announced the exchange on Aug. 24, saying Charter Communications Holdings, LLC and its wholly owned subsidiaries, CCH I, LLC and CCH I Holdings, LLC, were launching offers to exchange any and all of $8.4 billion of outstanding debt securities with institutional investors.

CCH I, LLC is offering to issue $3.525 billion of new 11% senior secured notes due Oct. 1, 2015 for its $1,244,067,000 of 8 5/8% senior notes due 2009, $640,437,000 of 10% senior notes due 2009, $874 million of 10¾% senior notes due 2009, $639,567,000 of 9 5/8% senior notes due 2009, $318,195,000 of 10¼% senior notes due 2010 and $449,500,000 fully accreted amount of 11¾% senior discount notes due 2010.

Of the $3.525 billion, up to $750 million, unless increased, of the new CCH I, LLC notes will be issued in exchange for its $500 million of 11 1/8% senior notes due 2011, $1,108,180,000 fully accreted amount of 9.92% senior discount notes due 2011, $709,630,000 of 10% senior notes due 2011, $939,306,000 of 11¾% senior discount notes due 2011, $675 million of 13.50% of senior discount notes due 2011 and $329,720,000 of 12 1/8% senior discount notes due 2012.

For each $1,000 principal amount of notes, the company will issue, including a $50.00 per $1,000 principal amount payment for early participation:

* $830.00 principal amount of new notes for the 8 5/8 notes due 2009;

* $858.75 principal amount of new notes for the 10% notes due 2009;

* $861.25 principal amount of new notes for the 10¾% notes due 2009;

* $828.75 principal amount of new notes for the 9 5/8% notes due 2009;

* $828.75 principal amount of new notes for the 10¼% notes due 2010;

* $863.75 principal amount of new notes for the 11¾% notes due 2010;

* $798.75 principal amount of new notes for the 11 1/8% notes due 2011;

* $781.25 principal amount of new notes for the 9.92% notes due 2011;

* $781.25 principal amount of new notes for the 10% notes due 2011;

* $720.00 principal amount of new notes for the 11¾% notes due 2011;

* $818.75 principal amount of new notes for the 13½% notes due 2011;

* $647.50 principal amount of new notes for the 12 1/8% notes due 2012.

The St. Louis cable TV and internet broadband company said the notes will be secured by a pledge of 100% of the equity interests of CCH I subsidiary CCH II, LLC.

In addition, CCH I Holdings is offering to issue $4.262 billion principal amount of new senior accreting notes for its $500 million of 11 1/8% senior notes due 2011, $1,108,180,000 fully accreted amount of 9.92% senior discount notes due 2011, $709,630,000 of 10% senior notes due 2011, $939,306,000 of 11¾% senior discount notes due 2011, $675 million of 13.50% of senior discount notes due 2011 and $329,720,000 of 12 1/8% senior discount notes due 2012.

In exchange CCH I Holdings will issue new notes with the same coupon but a maturity three years later. So, the new notes include 11 1/8% senior notes due 2014, 9.92% senior discount notes due 2014, 10% senior notes due 2014, 11¾% senior discount notes due 2014, 13½% senior discount notes due 2014 and 12 1/8% senior discount notes due 2015.

The accreted value of each series of the new CCH I Holdings notes will initially be $800 per $1,000 principal amount and will accrete on a straight-line basis to $1,000 per $1,000 principal amount on Sept. 30, 2007.

Noteholders had to tender their notes before 5 p.m. ET on Sept. 9 to receive the $50.00 per $1,000 principal amount early participation payment for either part of the offer. The payment will be in the form of new notes.

Investors who exchange their notes will also receive accrued interest up to but not including the settlement date.

All new notes issued in the exchange will rank structurally ahead of any corresponding old notes that remain outstanding.

Global Bondholder Service Corp. is the information agent (866 470-3800 or call collect 212 430-3774).

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