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): August 29, 2007
Charter Communications Holdings, LLC
Charter Communications Holdings Capital Corporation
(Exact name of registrants as specified in their charter)
Delaware
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
333-77499 | | 43-1843179 |
| | |
(Commission File Number) | | (I.R.S. Employer Identification Number) |
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 8.01 OTHER EVENTS.
On August 29, 2007, Charter Communications, Inc. ("Charter"), the indirect parent company and manager of Charter Communications Holdings, LLC ("Charter Holdings") and Charter Communications Holdings Capital Corporation, filed a registration statement on Form S-4 with the Securities and Exchange Commission relating to a proposed exchange offer by Charter's subsidiary Charter Communications Holding Company, LLC ("Holdco"), whereby holders of Charter's outstanding 5.875 % senior convertible notes due 2009 (the "Charter convertible notes'') will be offered the right to exchange up to $309,375,000 of such notes for up to $595,082,000 principal amount of Charter's 7.00% Convertible Senior Notes due 2027, subject to certain rights to amend or otherwise modify the offer as set forth in the related exchange offer prospectus and any supplements thereto (the "Charter exchange offer''). The Charter exchange offer will expire at 11:59 p.m., New York City time, on September 26, 2007, unless extended or earlier terminated. The press release announcing the Charter exchange offer is filed as Exhibit 99.1 attached hereto.
In relation to the Charter exchange offer, certain risk factors for Charter and its subsidiaries were updated. See the Form S-4 filed by Charter on August 29, 2007, registration no. 333- 145766.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibits are filed pursuant to Item 8.01:
Exhibit Number | | Description |
| | | |
| 99.1 | | Press Release dated as of August 29, 2007 (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on August 29, 2007 (File No. 000-27927)). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corp. have duly caused this Current Report to be signed on their behalf by the undersigned hereunto duly authorized.
Charter Communications Holdings, LLC
Registrant
By: CHARTER COMMUNICATIONS, INC., Sole Manager
Dated: August 29, 2007
| | By:/s/ Kevin D. Howard Name: Kevin D. Howard Title: Vice President and Chief Accounting Officer |
Charter Communications Holdings Capital Corp.
Registrant
Dated: August 29, 2007
| | By:/s/ Kevin D. Howard Name: Kevin D. Howard Title: Vice President and Chief Accounting Officer |
EXHIBIT INDEX
Exhibit Number | | Description |
| | | |
| 99.1 | | Press Release dated as of August 29, 2007 (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on August 29, 2007 (File No. 000-27927)). |
