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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): February 14, 2000
CHARTER COMMUNICATIONS HOLDINGS, LLC
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CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware
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Delaware
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(State or Other Jurisdiction of Incorporation or Organization)
333-77499 43-1843179
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333-77499-01 43-1843177
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(Commission File Numbers) (Federal Employer
Identification Numbers)
12444 Powerscourt Drive - Suite 400
St. Louis, Missouri 63131
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(Address of Principal Executive Offices) (Zip Code)
(Registrants' telephone number, including area code) (314) 965-0555
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ITEM 2. ACQUISITION OF ASSETS.
On February 14, 2000, Charter Communications Holding Company, LLC
(Charter Holdco) and Charter Communications Holdings, LLC (Charter Holdings),
each managed by Charter Communications, Inc., completed the acquisition (the
"Bresnan Acquisition") of Bresnan Communications Company Limited Partnership
(Bresnan Communications Company), pursuant to a Purchase and Contribution
Agreement, entered into as of June 29, 1999, by and among BCI (USA), LLC,
William J. Bresnan, Blackstone BC Capital Partners L.P., Blackstone BC Offshore
Capital Partners L.P., Blackstone Family Media III L.P. (as assignee of
Blackstone Family Investment III L.P.), TCID of Michigan, Inc., TCI Bresnan LLC
and Charter Holdco, as amended by the first amendment. Immediately prior to the
Bresnan Acquisition, Charter Holdco was 40.6% owned by Charter Communications,
Inc. and Charter Holdings was 100% owned by Charter Holdco. Prior to the Bresnan
Acquisition, Charter Holdco assigned a portion of its rights to purchase Bresnan
Communications Company to Charter Holdings.
As part of the transactions described above, Charter Holdco and
Charter Holdings purchased approximately 52% of Bresnan Communications Company
from certain of the Bresnan sellers for cash, and certain of the Bresnan sellers
contributed approximately 18% of Bresnan Communications Company to Charter
Holdco in exchange for approximately 14.8 million Class C common membership
units of Charter Holdco, an approximate 2.6% equity interest in Charter Holdco.
Charter Holdco then transferred its purchased interests in Bresnan
Communications Company to Charter Holdings. Thereafter, Charter Holdings and
certain of the Bresnan sellers, TCID of Michigan, Inc. and TCI Bresnan LLC,
contributed all of the outstanding interests in Bresnan Communications Company
to CC VIII, LLC (CC VIII), a subsidiary of Charter Holdings, and Bresnan
Communications Company was dissolved. In exchange for the contribution of their
interests in Bresnan Communications Company to CC VIII, TCID of Michigan, Inc.
and TCI Bresnan LLC received approximately 24.2 million Class A preferred
membership units in CC VIII representing approximately 30.0% of the equity of CC
VIII and are entitled to a 2% annual return on their preferred membership units.
As a result of the dissolution of Bresnan Communications Company, CC VIII
succeeded to all of the rights and obligations of Bresnan Communications Company
and became the successor parent entity of the Bresnan subsidiaries, including
Bresnan Communications Group LLC (Bresnan Communications Group) and the Bresnan
cable systems. CC VIII is a Delaware limited liability company and is managed by
Charter Communications, Inc. The members of CC VIII are Charter Holdings, TCID
of Michigan, Inc. and TCI Bresnan LLC.
The purchase price for Bresnan Communications Company was
approximately $3.1 billion, subject to adjustment, and was comprised of
approximately $1.1 billion in cash, approximately $380.0 million and $630.0
million in equity in Charter Holdco and CC VIII, respectively, and approximately
$1.0 billion in assumed debt. The cash portion of the purchase price was funded
with a portion of the proceeds from Charter Communications, Inc.'s initial
public offering of Class A common stock and $30.0 million in additional
borrowings under Bresnan's credit facilities.
The membership units received by the Bresnan sellers are exchangeable
on a one for one basis for Class A common stock of Charter Communications, Inc.
Additionally, beginning on February 14, 2002, the Bresnan sellers have the right
to require Paul G. Allen, the owner of all of the outstanding Class B common
stock of Charter Communications, Inc., or his designee, to purchase their
membership units or shares of Class A common stock received in exchange for
their membership units, for an aggregate purchase price equal to approximately
$1.0 billion increased at a rate of 4.5% per annum. These rights terminate on
April 15, 2002.
The Bresnan cable systems are located in Michigan, Minnesota,
Wisconsin and Nebraska and serve approximately 690,000 customers, including
approximately 24,000 customers served by cable systems acquired by Bresnan
Communications Company since December 31, 1999 or in a pending acquisition. For
the year ended December 31, 1999, the revenues from the Bresnan cable systems
were approximately $283.6 million.
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ITEM 5. OTHER EVENTS.
After the transactions described above, the name of Bresnan
Communications Group was changed to CCG VIII, LLC (CCG). The acquisition of
Bresnan Communications Company constituted a change in control under the
indenture governing CCG's and its wholly owned subsidiary Bresnan Capital
Corporation's (Bresnan Capital) publicly held 8.00% senior notes due 2009 and
9.25% senior discount notes due 2009. The indenture governing these notes
provides that upon the occurrence of a change of control, the issuers shall make
an offer to repurchase each holder's 8.00% senior note at a cash offer price
equal to 101% of the senior note's principal amount plus accrued and unpaid
interest thereon, if any, on the change of control offer payment date and to
repurchase any and all of each holder's 9.25% senior discount note at a cash
offer price equal to 101% of the accreted value of the senior discount note on
the change of control offer payment date. Accordingly, as permitted under the
indenture, Charter Holdco, in place of CCG and Bresnan Capital made an offer to
repurchase the notes on February 15, 2000. The change of control offer expires
on March 20, 2000; the change of control offer payment date is anticipated to be
March 23, 2000.
In connection with the closing of the Bresnan Acquisition, Bresnan's
credit agreement was amended to increase the borrowing availability to $900.0
million.
In connection with the closing of the Bresnan Acquisition, Charter
Holdco's limited liability company agreement was amended and restated.
In addition, Charter Communications, Inc. now manages and operates the
Bresnan cable systems pursuant to a Management Agreement entered into with
certain subsidiaries of CC VIII. The term of the management agreement is ten
years, commencing on February 14, 2000. Charter Communications, Inc. is entitled
to reimbursement for all expenses, costs, losses and liabilities or damages
incurred by Charter Communications, Inc. in connection with the performance of
its services. Payment of the management fee is permitted under Bresnan's credit
agreement, but ranks below Bresnan's senior debt and shall not be paid except to
the extent permitted under the Bresnan credit agreement.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial statements of business acquired.
Unaudited financial statements for the nine months ended
September 30, 1999 (incorporated by reference to the quarterly
report on Form 10-Q filed by Bresnan Communications Group LLC and
Bresnan Capital Corporation on November 12, 1999, File Nos.
333-77637 and 333-77637-01). Audited financial statements for
each of the two years in the period ended December 31, 1998
(incorporated by reference to the Registration Statement of
Charter Communications Holdings, LLC filed on January 25, 2000,
File No. 333-77499). Pursuant to Regulation S-X, audited
financial statements for the year ended December 31, 1999, will
be filed as an amendment to this current report within 75 days of
the event reported herein.
(b) Pro forma financial information.
Pursuant to Article 11 of Regulation S-X, pro forma unaudited
financial statements will be filed as an amendment to this
current report within 75 days of the event reported herein.
(c) Exhibits.
2.13 Purchase and Contribution Agreement, entered into as of
June 1999, by and among BCI (USA), LLC, William J.
Bresnan, Blackstone BC Capital Partners L.P.,
Blackstone BC Offshore Capital Partners L.P.,
Blackstone Family Media III L.P. (as assignee of
Blackstone Family Investment III L.P.), TCID of
Michigan, Inc., TCI Bresnan LLC and Charter
Communications Holding Company, LLC (incorporated by
reference to the Registration Statement of Charter
Communications, Inc. filed on Form S-1 on September 28,
1999, File No. 333-83887).
2.13(a) First Amendment to Purchase and Contribution Agreement
dated as of February 14, 2000, by and among BCI (USA),
LLC, William J. Bresnan, Blackstone BC Capital Partners
L.P., Blackstone BC Offshore Capital Partners, L.P.,
Blackstone Family Media III L.P. (as assignee of
Blackstone Family Investment III, L.P.), TCID of
Michigan, Inc., TCI Bresnan, LLC and Charter
Communications Holding Company, LLC (incorporated by
reference to the Current Report of Charter
Communications, Inc. filed on Form 8-K on February 29,
2000, File No. 000-27927).
10.2(d) Management Agreement, dated as of February 14, 2000,
between CC VIII Operating, LLC, Charter Telephone of
Michigan, LLC (formerly known as TCID of Michigan,
Inc., Charter Telephone of Minnesota, LLC (formerly
known as TCI Bresnan LLC), Midwest Video Electronics,
Inc. and Charter Communications, Inc. (incorporated by
reference to the Current Report of Charter
Communications, Inc. filed on Form 8-K on February 29,
2000, File No. 000-27927).
10.37 Exchange Agreement, dated as of February 14, 2000, by
and among Charter Communications, Inc., BCI (USA), LLC,
William J. Bresnan, Blackstone BC Capital Partners
L.P., Blackstone BC Offshore Capital Partners L.P.,
Blackstone Family Media III L.P. (as assignee of
Blackstone Family Investment III L.P.), TCID of
Michigan, Inc., and TCI Bresnan LLC (incorporated by
reference to the Current Report of Charter
Communications, Inc. filed on Form 8-K on February 29,
2000, File No. 000-27927).
10.38 Indenture, dated February 2, 1999, among Bresnan
Communications Group LLC (now known as CCG VIII, LLC),
Bresnan Capital Corporation and State Street Bank and
Trust Company, as trustee, relating to the Issuers'
$170,000,000 principal amount of 8% Senior Notes due
2009 and $275,000,000 aggregate principal amount at
maturity of 9 1/4% Senior Discount Notes due 2009
(incorporated by reference to
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the Registration Statement of Bresnan Communications
Group LLC and Bresnan Capital Corporation filed on Form
S-4 on May 3, 1999, File Nos. 333-77637 and
333-77637-01).
99.1 Press release dated February 14, 2000 (incorporated by
reference to the Current Report of Charter
Communications, Inc. filed on Form 8-K on February 29,
2000, File No. 000-27927).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Charter Communications, Inc. has duly caused this report to be signed on their
behalf by the undersigned hereunto duly authorized.
CHARTER COMMUNICATIONS
HOLDINGS, LLC, registrant
CHARTER COMMUNICATIONS
HOLDINGS CAPITAL CORPORATION,
registrant
Dated February 28, 2000 By: /s/ KENT D. KALKWARF
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Name: Kent D. Kalkwarf
Title: Senior Vice President and
Chief Financial Officer
(Principal Financial Officer
and Principal Accounting
Officer)
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EXHIBIT INDEX
2.13 Purchase and Contribution Agreement, entered into as of June 1999, by
and among BCI (USA), LLC, William J. Bresnan, Blackstone BC Capital
Partners L.P., Blackstone BC Offshore Capital Partners L.P., Blackstone
Family Media III L.P. (as assignee of Blackstone Family Investment III
L.P.), TCID of Michigan, Inc., TCI Bresnan LLC and Charter
Communications Holding Company, LLC (incorporated by reference to the
Registration Statement of Charter Communications, Inc. filed on Form
S-1 on September 28, 1999, File No. 333-83887).
2.13(a) First Amendment to Purchase and Contribution Agreement dated as of
February 14, 2000, by and among BCI (USA), LLC, William J. Bresnan,
Blackstone BC Capital Partners, L.P., Blackstone BC Offshore Capital
Partners L.P., Blackstone Family Media III L.P. (as assignee of
Blackstone Family Investment III L.P.), TCID of Michigan, Inc., TCI
Bresnan, LLC and Charter Communications Holding Company, LLC
(incorporated by reference to the Current Report of Charter
Communications, Inc. filed on Form 8-K on February 29, 2000, File No.
000-27927).
10.2(d) Management Agreement, dated as of February 14, 2000, between CC VIII
Operating, LLC, Charter Telephone of Michigan, LLC (formerly known as
TCID of Michigan, Inc., Charter Telephone of Minnesota, LLC (formerly
known as TCI Bresnan LLC), Midwest Video Electronics, Inc. and Charter
Communications, Inc. (incorporated by reference to the Current Report
of Charter Communications, Inc. filed on Form 8-K on February 29, 2000,
File No. 000-27927).
10.37 Exchange Agreement, dated as of February 14, 2000, by and among Charter
Communications, Inc., BCI (USA), LLC, William J. Bresnan, Blackstone BC
Capital Partners L.P., Blackstone BC Offshore Capital Partners L.P.,
Blackstone Family Media III L.P. (as assignee of Blackstone Family
Investment III L.P.), TCID of Michigan, Inc., and TCI Bresnan LLC
(incorporated by reference to the Current Report of Charter
Communications, Inc. filed on Form 8-K on February 29, 2000, File No.
000-27927).
10.38 Indenture, dated February 2, 1999, among Bresnan Communications Group
LLC (now known as CCG VIII, LLC), Bresnan Capital Corporation and State
Street Bank and Trust Company, as trustee, relating to the Issuers'
$170,000,000 principal amount of 8% Senior Notes due 2009 and
$275,000,000 aggregate principal amount at maturity of 9 1/4% Senior
Discount Notes due 2009 (incorporated by reference to the Registration
Statement of Bresnan Communications Group LLC and Bresnan Capital
Corporation filed on Form S-4 on May 3, 1999, File Nos. 333-77637 and
333-77637-01).
99.1 Press release dated February 14, 2000 (incorporated by reference to the
Current Report of Charter Communications, Inc. filed on Form 8-K on
February 29, 2000, File No. 000-27927).