Charter Communications Commences Previously Announced Financial RestructuringFriday, March 27th, 2009
Company’s debt expected to be reduced by approximately $8 billion; includes $3 billion refinancing and new equity capital; Operations to continue as usual under Pre-Arranged Plan Trade creditors to be paid in full under Pre-Arranged Plan
ST. LOUIS — Charter Communications, Inc. (NASDAQ: CHTR) and its subsidiaries (“Charter” or the “Company”) today commenced the next phase of its previously announced financial restructuring, which is expected to reduce the Company’s debt by approximately $8 billion. As announced on February 12, 2009, the Company reached agreements-in-principle with members of a committee of certain of the Company’s debt holders (collectively, the “Bondholder Committee”). These agreements-in-principle contemplate the investment by members of the Bondholder Committee of more than $3 billion, including up to $2 billion in equity proceeds, $1.2 billion in roll-over debt and $267 million in new debt to support the overall refinancing. Charter expects the proposed restructuring to position the Company to generate positive free cash flow through significant interest expense reductions. The Company has been working closely with the Bondholder Committee to finalize a pre-arranged plan of reorganization and related documents and agreements based upon the agreements-in-principle (the “Pre-Arranged Plan”).
Consistent with the terms of the agreements-in-principle, Charter today filed its Pre-Arranged Plan and Chapter 11 petitions in the United States Bankruptcy Court for the Southern District of New York. Charter’s Pre-Arranged Plan is supported by Paul G. Allen and affiliates of Paul G. Allen and by the Bondholder Committee consisting of (a) parties holding approximately 73% in principal amount of the 11.00% Senior Secured Notes due 2015 of CCH I, LLC and (b) parties holding approximately 52% in principal amount of the 10.25% Senior Notes due 2010 and 2013 of CCH II, LLC. As previously announced, Paul G. Allen will continue as an investor, and will retain the largest voting interest in the Company. The Pre-Arranged Plan calls for the reinstatement of the current debt of Company subsidiaries CCO Holdings, LLC and Charter Communications Operating, LLC. The Company has paid, and intends to continue to pay, on a current basis in accordance with existing terms on the secured debt. The unsecured notes at CCO Holdings, LLC will continue to accrue interest that will be paid upon emergence.
“The financial restructuring is good news for Charter and our customers and, if approved, will result in Charter being better positioned to deliver the products and services our customers demand now and in the future,” said Neil Smit, President and Chief Executive Officer. “The support of our bondholders and their new investment in Charter also underscores their confidence in our company and business. Charter’s operations are strong, and throughout this process, we will continue serving our customers as usual. We look forward to an expeditious restructuring, and once completed, we believe that Charter will be a stronger company.”
Charter expects that cash on hand and cash from operating activities will be adequate to fund its projected cash needs as it proceeds with its financial restructuring and therefore does not intend to seek debtor-in-possession (DIP) financing.
In conjunction with today’s filing, the Company also filed a variety of customary motions to continue to support its employees, customers and vendors during the financial restructuring process. The Company has filed motions seeking permission to continue employee wage and benefits programs and honor current customer programs without interruption, and to pay trade creditor balances and fees to Local Franchise Authorities incurred before and after the filing in full and in the normal course.
Charter has retained Kirkland & Ellis LLP as legal counsel, Lazard as financial advisor and AlixPartners LLP as restructuring advisor.
The Bondholder Committee is represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsel, and its financial advisors are Houlihan Lokey Howard & Zukin Capital, Inc. and UBS Securities LLC.
Charter also appointed Gregory L. Doody as its Chief Restructuring Officer. In this role, Mr. Doody will help oversee the financial restructuring process, thereby minimizing the impact of the restructuring process on Charter’s day-to-day operations. He has led successful in-court and out-of-court restructurings, including Calpine Corporation and HealthSouth Corporation.
On March 16, 2009, Charter Communications, Inc. filed its Annual Report on Form 10-K with the Securities and Exchange Commission, which contained a going concern modification to the audit opinion from its independent registered public accounting firm. Further details are available in the Company’s 10-K.
The Company’s principal Chapter 11 petition has been assigned case number 09-11435. Additional information about Charter’s restructuring, including the disclosure statement describing the Pre-Arranged Plan and the terms of the committed and optional investments by members of the Bondholder Committee, is available at the Company’s website. You may also receive information from the Company’s restructuring information line, 800-419-3922. For access to Court documents and other general information about the Chapter 11 cases, please visit www.kccllc.net/charter.
This release is not intended as a solicitation for a vote on the Pre-Arranged Plan.