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): March 5, 2008
Charter Communications, Inc.
(Exact name of registrant as
specified in its charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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000-27927
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43-1857213
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(Commission File
Number)
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(I.R.S. Employer
Identification Number)
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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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02 (e) Compensatory Arrangements of Certain Officers
As
of March 5, 2008, the employment agreements for Michael Lovett, our Executive
Vice President and Chief Operating Officer, and for Grier Raclin, our Executive
Vice President, General Counsel and Corporate Secretary have been amended.
Mr. Lovett’s employment agreement was amended to increase his target bonus from
100% of annual base salary to 125% of annual base salary. Mr. Raclin’s
employment agreement was amended to increase his target bonus from 60% of annual
base salary to 75% of annual base salary. Neil Smit, our President and
Chief Executive Officer, Mr. Lovett and Mr. Raclin were each awarded a
discretionary bonus in addition to the bonus under the 2007 executive bonus plan
of $150,000, $100,000 and $50,000, respectively.
Item
7.01 Regulation FD Disclosure
In
connection with the offering by Charter Communications Operating, LLC (“Charter
Operating”) described in the press release attached hereto as Exhibit 99.1, the
following disclosures were included in the confidential offering memorandum
distributed to certain institutional investors:
(a) Charter
Communications, Inc. (the “Company”) has been advised that its controlling
shareholder, Paul G. Allen, has received informal inquiries from various parties
regarding potential investments or transactions involving the
Company. With the consent of the Company’s independent directors, the
Company has recently provided a limited number of these parties certain material
non-public information under nondisclosure agreements. There can be
no assurance that the foregoing will result in any investment or transaction
involving the Company or the controlling shareholder. The Company
does not intend to make any further communication regarding the foregoing unless
it deems such communication appropriate.
(b) After
giving effect to the offering and the concurrent borrowing of the Incremental
Term Loans, each as more particularly described in the press releases attached
hereto as Exhibits 99.1 and 99.2, and the application of the aggregate proceeds
therefrom to our indirect subsidiary company, Charter Operating, of
approximately $750 million, the Company expects that cash on hand, cash flows
from operating activities, and the amounts available under the Charter Operating
credit facilities
will
be adequate to fund the Company’s and its subsidiary companies’ projected cash
needs, including scheduled maturities, through 2009. The Company
believes that cash flows from operating activities, and the amounts available
under the Charter Operating credit facilities will not be sufficient to fund
projected cash needs in 2010 (primarily as a result of the $2.2 billion of
senior notes maturing in September 2010 of one of the Company’s indirect
subsidiary companies, CCH II, LLC (“CCH II”)) and
thereafter. Although the Company and its subsidiary companies have
been able to refinance or otherwise fund the repayment of debt in the past, the
Company and its subsidiary companies may not be able to access additional
sources of refinancing on similar terms or pricing as those that are currently
in place, or at all, or otherwise obtain other sources of funding. An
inability to access additional sources of liquidity to fund our cash needs in
2010 or thereafter or to refinance or otherwise fund the repayment of the CCH II
senior notes could adversely affect growth, financial condition, results of
operations, and the Company’s and its subsidiary companies’ ability to make
payments on the Company’s and their debt, and could force the Company to seek
the protection of the bankruptcy laws, which could materially adversely impact
its ability to operate its business and to make payments under its and its
subsidiary companies’ debt instruments, including the Notes and the borrowing of
the Incremental Term Loans described in Item 8.01 below.
Item
8.01 Other Events
The
Company announced today that its subsidiary Charter Operating intends to offer
for sale an aggregate of $500 million principal amount of 2nd
lien notes due 2014 (“the Notes”). The net proceeds of this proposed
issuance will be used to repay, but not permanently reduce, the outstanding debt
balances under the existing revolving credit facility of Charter
Operating. The Notes will be sold 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
Company also announced today that Charter Operating plans to borrow up to $275
million principal amount of incremental term loans under the Charter Operating
credit facilities (“Incremental Term Loans”). The net proceeds of the
proposed Incremental Term Loan will be to reduce borrowings, but not commitments
under the revolving portion of the Charter Operating
credit
facilities and for general corporate purposes. The Incremental Term
Loans are expected to close shortly after the completion of the proposed sale of
the Notes.
The press
releases announcing the sale of the Notes and borrowing of the Incremental Term
Loans are attached hereto as Exhibits 99.1 and 99.2,
respectively.
Item
9.01 Financial Statements and Exhibits
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Exhibit
99.1
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Press
Release dated March 11, 2008.*
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| Exhibit 99.2 | Press Release dated March 11, 2008.* |
*filed
herewith
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Charter
Communications, Inc. has duly caused this Current Report to be signed on its
behalf by the undersigned hereunto duly authorized.
CHARTER COMMUNICATIONS, INC.
Registrant
Dated: March
11, 2008
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By:/s/ Kevin D.
Howard
Name:
Kevin D. Howard
Title:
Vice President, Controller and
Chief
Accounting
Officer
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