ITEM 7.01 REGULATION FD.
On March 27, 2009, Charter Communications, Inc. (the “Company”), the indirect parent company of CCO Holdings, LLC and CCO Holdings Capital Corp., and certain of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) seeking relief under the provisions of Chapter 11 of Title 11 of the United States Code.
Disclosure Statement
In connection with the chapter 11 cases, the Company has made information available on its website (www.charter.com under the “Investor and News Center” tab), including a revised plan of reorganization and a revised disclosure statement dated May 7, 2009. The disclosure statement, which describes the proposed plan of reorganization and contains other important information about the Debtors, has been approved by the Bankruptcy Court and will be circulated to creditors entitled to vote on the plan of reorganization. A copy of the press release announcing the approval is attached as Exhibit 99.1.
Investor Certificate Deadline
As previously disclosed, in connection with the chapter 11 cases, the Debtors intend to raise funds through the issuance of rights to purchase shares of new Class A Common Stock, par value $.001 per share, of Charter Communications, Inc. (“New Class A Stock”). These rights will be issued to certain existing holders of the 11.000% senior secured notes due October 1, 2015 issued by CCH I, LLC and CCH I Capital Corp. (“CCH I Notes”). In particular, the rights will only be issued to those holders of CCH I Notes (“Eligible Holders”) that timely certify that they are “accredited investors” or “qualified institutional buyers” as such terms are defined in Rule 501 and Rule 144A, respectively, under the Securities Act of 1933, as amended (the “Securities Act”). Existing holders of CCH I Notes that timely certify that they are not Eligible Holders (“Ineligible Holders”) will have the right to receive shares of New Class A Stock with a value equal to the value of the rights that such holders would have been offered if they were Eligible Holders. In order to be an Eligible Holder or an Ineligible Holder, a holder of CCH I Notes must have held such CCH I Notes at the close of business on April 17, 2009.
Copies of the Investor Certificate pursuant to which the certifications described in the immediately preceding paragraph are to be made were disseminated through the facilities of The Depository Trust Company on April 17, 2009.
In order to be “timely,” Investor Certificates must be properly completed and delivered by 5:00 p.m. Prevailing Eastern Time on May 11, 2009, as more fully set forth in the Investor Certificates.
Holders must timely complete the Investor Certificates in order to receive rights, in the case of Eligible Holders, or New Class A Stock in lieu of rights, in the case of Ineligible Holders. Holders of CCH I Notes should contact their broker, bank, or other nominee where they hold their CCH I Notes for more information.
