12.06.2008 17:00:00
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Charter Announces Extension of Early Participation Deadline for Private Debt Exchange Offer
Charter Communications, Inc. (Nasdaq: CHTR) ("Charter”)
announced today that it has extended the early participation deadline
for the pending private offer (the "Offer”)
by its indirect subsidiaries, CCH II, LLC and CCH II Capital Corp.
(collectively "CCH II”),
until 11:59 PM ET on June 27, 2008 (as amended, the "Early
Participation Deadline”). The exchange ratio
range will remain as previously announced.
The Offer, announced on May 29, provided for the exchange of up to $500
million principal amount of CCH II’s existing
10.25% Senior Notes due 2010 (CUSIP Nos. 12502CAD3, 12502CAE1 and
12502CAM3) (the "Old Notes”)
for additional 10.25% Senior Notes due 2013 of CCH II (the "New
Notes).
The Offer is being conducted as a "modified
Dutch auction,” pursuant to which holders of
the Old Notes have the opportunity to specify an exchange ratio at which
they would be willing to exchange Old Notes for New Notes. Holders must
submit tenders in the range of $1,047.50 to $1,077.50 principal amount
of New Notes per $1,000 principal amount of Old Notes with amounts in
the range specified in increments of $2.50 principal amount of New Notes
per $1,000 principal amount of Old Notes.
Holders who validly tender their Old Notes will receive the highest
exchange ratio specified with respect to Old Notes accepted for exchange
in the auction process described in the Confidential Offering Memorandum
dated May 29, 2008 (the "Clearing Exchange
Ratio”). The Clearing Exchange Ratio includes
an Early Participation Payment of $30.00 in New Notes per $1,000
principal amount of Old Notes. Holders who exchange Old Notes for New
Notes will also receive accrued and unpaid interest to, but not
including, the settlement date.
The Offer will expire at 11:59 PM ET on June 27, 2008. Old Notes
tendered pursuant to the Offer may no longer be withdrawn.
The New Notes have not been registered under the Securities Act of 1933,
as amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
The offer is being made only to qualified institutional buyers and to
certain non-U.S. investors located outside the United States. The
complete terms and conditions of the Offer are set forth in the
informational documents relating to the Offer.
Documents relating to the Offer will only be distributed to noteholders
who complete and return a letter of eligibility confirming that they are
within the category of eligible investors for this private offer.
Noteholders who desire a copy of the eligibility letter may contact
Global Bondholder Service Corporation, the information agent for the
Offer, at (866) 470-3700 (U.S. Toll-free) or (212) 430-3774.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any security and shall not constitute an
offer, solicitation or sale in any jurisdiction in which such offering,
solicitation or sale would be unlawful.
About Charter Communications®
Charter Communications, Inc. is a leading broadband communications
company and the third-largest publicly traded cable operator in the
United States. Charter provides a full range of advanced broadband
services, including advanced Charter Digital(R) video entertainment
programming, Charter High-Speed(TM) Internet access service, and Charter
Telephone(TM) services. Charter Business(TM) similarly provides
scalable, tailored and cost-effective broadband communications solutions
to business organizations, such as business-to-business Internet access,
data networking, video and music entertainment services and business
telephone. Charter's advertising sales and production services are sold
under the Charter Media(R) brand. More information about Charter can be
found at www.charter.com.
Cautionary Statement Regarding Forward-Looking Statements: This release includes forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, regarding, among
other things, our plans, strategies and prospects, both business and
financial. Although we believe that our plans, intentions and
expectations reflected in or suggested by these forward-looking
statements are reasonable, we cannot assure you that we will achieve or
realize these plans, intentions or expectations. Forward-looking
statements are inherently subject to risks, uncertainties and
assumptions including, without limitation, the factors described under
"Risk Factors" from time to time in our filings with the Securities and
Exchange Commission ("SEC"). Many of the forward-looking statements
contained in this release may be identified by the use of
forward-looking words such as "believe," "expect," "anticipate,"
"should," "planned," "will," "may," "intend," "estimated," "aim," "on
track," "target," "opportunity" and "potential," among others. Important
factors that could cause actual results to differ materially from the
forward-looking statements we make in this release are set forth in
other reports or documents that we file from time to time with the SEC,
and include, but are not limited to: the availability, in general, of funds to meet interest payment
obligations under our debt and to fund our operations and necessary
capital expenditures, either through cash flows from operating
activities, further borrowings or other sources and, in particular,
our ability to fund debt obligations (by dividend, investment or
otherwise) to the applicable obligor of such debt; our ability to comply with all covenants in our indentures and
credit facilities, any violation of which, if not cured in a timely
manner, could trigger a default of our other obligations under
cross-default provisions; our ability to pay or refinance debt prior to or when it becomes
due and/or refinance that debt through new issuances, exchange offers
or otherwise, including restructuring our balance sheet and leverage
position; the impact of competition from other distributors, including
incumbent telephone companies, direct broadcast satellite operators,
wireless broadband providers, and digital subscriber line ("DSL")
providers; difficulties in growing, further introducing, and operating our
telephone services, while adequately meeting customer expectations for
the reliability of voice services; our ability to adequately meet demand for installations and
customer service; our ability to sustain and grow revenues and cash flows from
operating activities by offering video, high-speed Internet, telephone
and other services, and to maintain and grow our customer base,
particularly in the face of increasingly aggressive competition; our ability to obtain programming at reasonable prices or to
adequately raise prices to offset the effects of higher programming
costs; general business conditions, economic uncertainty or slowdown,
including the recent significant slowdown in the new housing sector
and overall economy; and the effects of governmental regulation on our business. All forward-looking statements attributable to us or any person
acting on our behalf are expressly qualified in their entirety by this
cautionary statement.
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