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): May 29, 2008
Charter Communications Holdings, LLC
Charter Communications Holdings Capital Corporation
CCH II, LLC
CCH II Capital Corp.
CCO Holdings, LLC
CCO Holdings Capital Corp.
(Exact name of registrants as specified in their charters)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
| 333-77499 | 43-1843179 | |
333-77499-01 | 43-1843177 | |
333-111423 | 03-0511293 | |
| 333-111423-01 | 13-4257703 | |
| 333-112593 | 86-1067239 | |
| 333-112593-01 | 20-0259004 | |
(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
(Registrants' 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 registrants 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 May 29, 2008, Charter Communications, Inc. (the "Company"), the indirect parent company of Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation, CCH II, LLC, CCH II Capital Corp., CCO Holdings, LLC and CCO Holdings Capital Corp., announced that CCH II, LLC and CCH II Capital Corp. (collectively “CCH II”) were commencing a private exchange offer (the “Offer”) to exchange up to $500 million principal amount (subject to increase) of CCH II’s existing 10.25% Senior Notes due 2010 (the “Old Notes”) for additional 10.25% Senior Notes due 2013 of CCH II (the “New Notes). The New Notes will be unconditionally guaranteed by Charter Communications Holdings, LLC. The purpose of the Offer is to improve the Company’s financial flexibility by extending debt maturities.
The Offer is being conducted as a modified “Dutch auction,” pursuant to which holders of the Old Notes will have the opportunity to specify an exchange ratio at which they would be willing to exchange Old Notes for New Notes. The New Notes will be offered to qualified institutional buyers in reliance on Rule 144A and outside the United States to non-U.S. persons in reliance on Regulation S.
The press release announcing the Offer is attached hereto as Exhibit 99.1.
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 May 29, 2008 (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on June 3, 2008 (File No. 000-27927)). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation, CCH II, LLC, CCH II Capital Corp., CCO Holdings, LLC, and CCO Holdings Capital Corp. have duly caused this quarterly report to be signed on its behalf by the undersigned, thereunto duly authorized.
Charter Communications Holdings, LLC Registrant By: CHARTER COMMUNICATIONS, INC., Sole Manager |
Dated: June 3, 2008
By:/s/ Kevin D. Howard Name: Kevin D. Howard Title: Vice President, Controller and Chief Accounting Officer |
Charter Communications Holdings Capital Corporation Registrant |
Dated: June 3, 2008
By:/s/ Kevin D. Howard Name: Kevin D. Howard Title: Vice President, Controller and Chief Accounting Officer |
CCH II, LLC Registrant By: CHARTER COMMUNICATIONS, INC., Sole Manager |
Dated: June 3, 2008
By:/s/ Kevin D. Howard Name: Kevin D. Howard Title: Vice President, Controller and Chief Accounting Officer |
CCH II Capital Corp. Registrant |
Dated: June 3, 2008
By:/s/ Kevin D. Howard Name: Kevin D. Howard Title: Vice President, Controller and Chief Accounting Officer |
CCO Holdings, LLC Registrant By: CHARTER COMMUNICATIONS, INC., Sole Manager |
Dated: June 3, 2008
By:/s/ Kevin D. Howard Name: Kevin D. Howard Title: Vice President, Controller and Chief Accounting Officer |
CCO Holdings Capital Corp. Registrant |
Dated: June 3, 2008
By:/s/ Kevin D. Howard Name: Kevin D. Howard Title: Vice President, Controller and Chief Accounting Officer |
Exhibit Index
Exhibit Number | Description | |
| 99.1 | Press Release dated May 29, 2008 (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on June 3, 2008 (File No. 000-27927)). |