As
filed with the Securities and Exchange Commission on December 31,
2009
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
__________________
CHARTER
COMMUNICATIONS, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction
of
incorporation or organization)
|
4841
(Primary
Standard Industrial
Classification
Code Number)
|
43-1857213
(I.R.S.
Employer
Identification
No.)
|
12405
Powerscourt Drive
St.
Louis, Missouri 63131
(314)
965-0555
(Address,
including zip code, and telephone number, including area code, of registrant’s
principal executive offices)
Gregory
L. Doody
Executive
Vice President and General Counsel
12405
Powerscourt Drive
St.
Louis, Missouri 63131
(314)
965-0555
(Name,
address, including zip code, and telephone number, including area code, of agent
for service)
__________________
Copies
to:
Christian
O. Nagler
Kirkland
& Ellis LLP
601
Lexington Avenue
New
York, New York 10022-4611
(212)
446-4800
|
Approximate
date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes
effective.
|
|
If
this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. o
|
|
If
this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. o
|
|
If
this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. o
|
|
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check
one):
|
Large
accelerated filer o Accelerated
filer o Non-accelerated
filer x Smaller
reporting company o
(Do not
check if a smaller reporting company)
CALCULATION
OF REGISTRATION
FEE
|
Title
of Each Class
of
Securities to be Registered
|
Amount
to
be Registered(1)
|
Proposed
Maximum
Offering
Price
Per
Share(1)
|
Proposed
Maximum
Aggregate
Offering
Price(1)
|
Amount
of
Registration
Fee
|
||
|
Class
A common stock, par value $0.001 . . . . . . . . . . . .
|
77,996,798
|
$34.50
|
$2,690,889,531
|
$191,860
|
||
|
(1) Estimated
solely for the purpose of calculating the registration fee pursuant to
Rule 457(o) under the Securities Act of 1933, as amended. The
last trading price per share was $34.50 on December 24, 2009 as reported
in the OTC Bulletin Board quotation service.
|
||||||
|
The
registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section
8(a) of the Securities Act of 1933 or until this Registration Statement
shall become effective on such date as the Commission, acting pursuant to
said Section 8(a), may determine.
|
||||||
| The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission relating to these securities is effective. This prospectus is not an offer to sell these securities and it is not a solicitation of an offer to buy these securities in any jurisdiction where such offer, solicitation or sale is not permitted. |
Subject to Completion, dated December 31, 2009
77,996,798
Shares
Charter
Communications, Inc.
Class A
Common Stock
The
selling stockholders are offering 77,996,798 shares of Class A Common Stock. We
are not selling any shares of Class A Common Stock under this prospectus. We
will not receive any proceeds from the sale of shares to be offered by the
selling stockholders.
We have
applied to have our Class A Common Stock approved for listing on The NASDAQ
Global Market, which we refer to as NASDAQ, under the symbol
“CHTR.”
Investing
in our Class A Common Stock involves risks. See “Risk Factors”
beginning on page 8.
|
Per
Share
|
Total
|
|
|
Public
offering price
|
$
|
$
|
|
Underwriting
discounts and commissions
|
$
|
$
|
|
Proceeds,
before expenses, to us
|
$
|
$
|
Delivery of the shares of Class A
Common Stock will be made on or
about ,
2010.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a
criminal offense.
This
prospectus is dated ,
2010.
You
should rely only on the information contained in this prospectus or to which we
have referred you. We have not authorized anyone to provide you with information
that is different. This prospectus may only be used where it is legal to sell
these securities. The information in this prospectus may only be accurate on the
date of this prospectus.
TABLE
OF CONTENTS
| CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | 2 |
| WHERE YOU CAN FIND ADDITIONAL INFORMATION | 3 |
| PROSPECTUS SUMMARY | 5 |
| RISK FACTORS | 8 |
| USE OF PROCEEDS | 9 |
| MANAGEMENT | 10 |
| PRINCIPAL AND SELLING STOCKHOLDERS | 12 |
| DESCRIPTION OF CAPITAL STOCK | 16 |
| SHARES ELIGIBLE FOR FUTURE SALE | 21 |
| PLAN OF DISTRIBUTION | 24 |
| EXPERTS | 26 |
| LEGAL MATTERS | 26 |
|
CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This
prospectus contains “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, which we refer to as the
Exchange Act, regarding, among other things, our plans, strategies and
prospects, both business and financial, including, without limitation, the
forward-looking statements set forth in the section titled “Management’s
Discussion and Analysis of Financial Condition and Results of Operations”
in this prospectus. 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 in the sections titled “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and Results
of Operations” in this prospectus. Many of the forward-looking
statements contained in this prospectus 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
annual report are set forth in this annual report and in other reports or
documents that we file from time to time with the Securities and Exchange
Commission, which we refer to as the SEC, and include, but are not limited
to:
2
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All
forward-looking statements attributable to us or any person acting on our
behalf are expressly qualified in their entirety by this cautionary
statement. We are under no duty or obligation to update any of
the forward-looking statements after the date of this
prospectus.
WHERE YOU CAN FIND ADDITIONAL
INFORMATION
We
have filed with the SEC a registration statement on Form S-1 under
the Securities Act to register with the SEC our Class A Common Stock being
offered in this prospectus. This prospectus, which constitutes a part of
the registration statement, does not contain all of the information set
forth in the registration statement or the exhibits and schedules filed
with it. For further information about us and our Class A
Common Stock, reference is made to the registration statement and the
exhibits and schedules filed with it. Statements contained in
this prospectus regarding the contents of any contract or any other
document that is filed as an exhibit to the registration statement are not
necessarily complete, and each such statement is qualified in all respects
by reference to the full text of such contract or other document filed as
an exhibit to the registration statement. We will file annual,
quarterly and current reports, proxy and registration statements and other
information with the SEC. You may read and copy any reports, statements,
or other information that we file, including the registration statement,
of which this prospectus forms a part, and the exhibits and schedules
filed with it, without charge at the public reference room maintained by
the SEC, located at 100 F Street, NE, Washington, D.C.
20549, and copies of all or any part of the registration statement may be
obtained from the SEC on the payment of the fees prescribed by the SEC.
Please call the SEC at 1-800-SEC-0330 for further information about the
public reference room. The SEC also maintains an Internet website that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the SEC. The address
of the site is www.sec.gov.
INCORPORATION BY REFERENCE OF CERTAIN DOCUMENTS
We
are incorporating by reference specified documents that we file with the
SEC, which means that we can disclose important information to you by
referring you to those documents that are considered part of this
prospectus. We incorporate by reference into this prospectus the documents
listed below.
Any statement contained in
a document incorporated or deemed to be incorporated by reference into
this prospectus will be deemed to be modified or superseded for purposes
of this prospectus to the extent that a statement contained in this
prospectus or any other subsequently filed document that is deemed to be
incorporated by reference into this prospectus modifies or supersedes the
statement. Any statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this
prospectus.
Our filings with the SEC,
including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K and amendments to those reports, are available
free of charge on our website (www.charter.com) as soon as reasonably
practicable after they are filed with, or furnished to, the SEC. Our
website and the information contained on that site, or connected to that
site, are not incorporated into and are not a part of this prospectus. You
may also obtain a copy of these filings at no cost by writing or
telephoning us at the following address:
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Charter
Communications, Inc.
12405
Powerscourt Drive
St.
Louis, Missouri 63131
Attention:
Investor Relations
Telephone:
(314) 965-0555
Except
for the documents incorporated by reference as noted above, we do not
intend to incorporate into this prospectus any of the information included
on our website.
CHARTER
HAS NOT AUTHORIZED ANYONE TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ABOUT THE OFFERING THAT IS DIFFERENT FROM, OR IN ADDITION
TO, THAT CONTAINED IN THIS PROSPECTUS OR IN ANY OF THE MATERIALS THAT ARE
INCORPORATED INTO THIS PROSPECTUS. THEREFORE, IF ANYONE DOES GIVE YOU
INFORMATION OF THIS SORT, YOU SHOULD NOT RELY ON IT. IF YOU ARE IN A
JURISDICTION WHERE OFFERS TO EXCHANGE OR SELL, OR SOLICITATIONS OF OFFERS
TO EXCHANGE OR PURCHASE, THE SECURITIES OFFERED BY THIS PROSPECTUS ARE
UNLAWFUL, OR IF YOU ARE A PERSON TO WHOM IT IS UNLAWFUL TO DIRECT THESE
TYPES OF ACTIVITIES, THEN THE OFFER PRESENTED IN THIS PROSPECTUS DOES NOT
EXTEND TO YOU.
YOU SHOULD NOT ASSUME THAT THE
INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER
THAN THE DATE OF THIS PROSPECTUS AND NEITHER THE MAILING OF THIS
PROSPECTUS NOR THE ISSUANCE OF OUR CLASS A COMMON STOCK PURSUANT TO THIS
OFFERING SHALL CREATE AN IMPLICATION TO THE CONTRARY.
4
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PROSPECTUS
SUMMARY
The
following summary highlights information contained elsewhere in this
prospectus. It does not contain all the information that may be important
to you in making an investment decision. You should read this
entire prospectus carefully, including the documents incorporated by
reference, which are described under “Incorporation by Reference of
Certain Documents” and “Where You Can Find Additional
Information.” You should also carefully consider, among other
things, the matters discussed in the section titled “Risk
Factors.” In this prospectus, unless the context requires
otherwise, references to “the Company,” “the Issuer,” “we,” “our,” or “us”
refer to Charter Communications, Inc. and its consolidated subsidiaries.
“Charter” refers to Charter Communications, Inc., the issuer of the Class
A Common Stock offered hereby, alone.
Our
Business
We
are among the largest providers of cable services in the United States,
offering a variety of entertainment, information and communications
solutions to residential and commercial customers. Our infrastructure
consists of a hybrid of fiber and coaxial cable plant passing
approximately 11.9 million homes, with 96% of homes passed at 550 MHZ or
greater and 95% of plant miles two-way active. A national
Internet Protocol (IP) infrastructure interconnects all Charter
markets.
For
the nine months ended September 30, 2009, we generated approximately $5.0
billion in revenue, of which approximately 52% of our revenue was
generated from our residential video service. We also generate revenue
from high-speed Internet, telephone service and advertising with
residential and commercial high-speed Internet and telephone service
contributing the majority of the recent growth in our
revenue.
As
of September 30, 2009, we served approximately 5.3 million customers. We
sell our cable video programming, high-speed Internet and telephone
services primarily on a subscription basis, often in a bundle of two or
more services, providing savings to our customers. Bundled
services are available to approximately 89% of our homes passed, and
approximately 56% of our customers subscribe to a bundle of
services.
As
of September 30, 2009, we served approximately 4.9 million video
customers, of which approximately 65% were digital video
customers. Digital video enables our customers to access
advanced services such as high definition television, OnDemand video
programming, an interactive program guide and digital video recorder, or
DVR service.
As
of September 30, 2009, we also served approximately 3.0 million high-speed
Internet customers. Our high-speed Internet service is
available in a variety of speeds up to 60 Mbps. We also offer
home networking service, or Wi-Fi, enabling our customers to connect up to
five computers wirelessly in the home.
As
of September 30, 2009, we provided telephone service to approximately 1.5
million customers. Our telephone services typically include unlimited
local and long distance calling to the U.S., Canada and Puerto Rico, plus
more than 10 features, including voicemail, call waiting and caller
ID.
Through
Charter Business®, we provide scalable, tailored broadband communications
solutions to business organizations, such as business-to-business Internet
access, data networking, fiber connectivity to cell towers, video and
music entertainment services and business telephone. As of
September 30, 2009, we served approximately 180,000 business customers,
including small- and medium-sized commercial customers. Our
advertising sales division, Charter Media®, provides local, regional and
national businesses with the opportunity to advertise in individual
markets on cable television networks.
We
have a history of net losses. However, with our emergence from
bankruptcy on November 30, 2009, we reduced our debt by approximately $8
billion, reducing our interest expense by approximately $830 million
annually.
Charter was organized as a Delaware
corporation in 1999. Charter is a holding company whose
principal asset as of December 30, 2009 is the 99.8% controlling common
equity interest in Charter Communications Holding
5
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Company,
LLC (“Charter Holdco”). As sole manager, Charter controls the
affairs of Charter Holdco and its limited liability company
subsidiaries.
Recent
Events
On
March 27, 2009, we filed voluntary petitions in the United States
Bankruptcy Court for the Southern District of New York (the “Bankruptcy
Court”), to reorganize under Chapter 11 of the United States
Bankruptcy Code (the “Bankruptcy Code”). The Chapter 11 cases
were jointly administered under the caption In re Charter Communications,
Inc., et al., Case No. 09-11435. We continued to operate our
businesses and owned and managed our properties as a debtor-in-possession
under the jurisdiction of the Bankruptcy Court in accordance with the
applicable provisions of the Bankruptcy Code until we emerged from
protection under Chapter 11 of the Bankruptcy Code on November 30,
2009.
On
May 7, 2009, we filed a Joint Plan of Reorganization (the “Plan”), and a
related disclosure statement (the “Disclosure Statement”), with the
Bankruptcy Court. The Plan was confirmed by the Bankruptcy
Court on November 17, 2009, and became effective on November 30, 2009, the
date on which we emerged from protection under Chapter 11 of the
Bankruptcy Code.
For
more information on the events that occurred and securities issued upon
our emergence from bankruptcy, see our Current Report on Form 8-K filed
with the SEC on December 4, 2009.
Our
Corporate Information
Our
principal executive offices are located at Charter Plaza, 12405
Powerscourt Drive, St. Louis, Missouri 63131. Our telephone
number is (314) 965-0555, and we have a website accessible at
www.charter.com. Since January 1, 2002, our annual
reports, quarterly reports and current reports on Form 8-K, and all
amendments thereto, have been made available on our website free of charge
as soon as reasonably practicable after they have been
filed. The information posted on our website is not
incorporated into this prospectus and is not part of this
prospectus.
6
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|
THE
OFFERING
|
| Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
Charter
Communications, Inc.
|
||
|
Securities
offered by the selling stockholders . . . . . . . . . . . . . . . . . . .
. . . . . . . .
|
77,996,798
shares of Class A Common Stock.
|
||
|
Shares
of Class A Common Stock outstanding after this offering . . . . . . . . .
.
|
112,580,532
shares of Class A Common Stock.1
|
||
| Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
We
will not receive any proceeds from the sale of shares of the Class A
Common Stock by the selling stockholders.
|
||
| Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
Investing
in our Class A Common Stock involves substantial risk. For a
discussion of risks relating to the Company, our business and an
investment in our Class A Common Stock, see the section titled “Risk
Factors” on page 8 of this prospectus and all other information set forth
in this prospectus before investing in our Class A Common
Stock.
|
||
|
Proposed
Symbol for Trading on NASDAQ . . . . . . . . . . . . . . . . . . . . . . .
. . . .
|
CHTR
|
||
|
|
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| 1 |
Includes non-vested
shares subject to forfeiture, and excludes (i) 1,282,798 CCH Warrants
(defined hereafter) exercisable on a one-for-one basis for shares of Class
A Common Stock at an exercise price of $51.28 per share; (ii) 6,413,988
CIH Warrants (defined hereafter) exercisable on a one-for-one basis for
shares of Class A Common Stock at an exercise price of $46.86 per share;
(iii) 4,669,384 CII Warrants (defined hereafter) exercisable on a
one-for-one basis for shares of Class A Common Stock at an exercise price
of $19.80 per share; (iv) 0.19 of a Charter Holdco unit that is
exchangeable for 212,923 shares of Class A Common Stock; (v) 2,241,299
shares of Class B common stock (the “Class B Common Stock”) convertible
into 2,241,299 shares of Class A Common Stock; and (vi) 5,520,001 shares
of Series A 15% pay-in-kind preferred stock with a $25 liquidation
preference (the “Series A Preferred Stock”) that may be redeemed, at our
option, for shares of Class A Common Stock at any time on or after June 1,
2010.
7
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RISK FACTORS
You
should consider carefully all of the information set forth in this prospectus
and the documents incorporated by reference herein, unless expressly provided
otherwise, and, in particular, the risk factors described in our Annual Report
on Form 10-K for the year ended December 31, 2008, and our Quarterly Reports on
Form 10-Q for the periods ended March 31, 2009, June 30, 2009 and September 30,
2009 filed with the SEC. The risks described in any document
incorporated by reference herein are not the only ones we face, but are
considered to be the most material. There may be other unknown or
unpredictable economic, business, competitive, regulatory or other factors that
could have material adverse effects on our future results. Past
financial performance may not be a reliable indicator of future performance and
historical trends should not be used to anticipate results or trends in future
periods.
8
USE OF PROCEEDS
We will
not receive any proceeds from the sale of our Class A Common Stock by the
selling shareholders. We will pay estimated transaction expenses of
approximately $700,000 in connection with this offering.
9
MANAGEMENT
Board
of Directors
Set forth
below are the name, age, position and a description of the business experience
of each of our directors as of December 30, 2009.
|
Director
|
Position(s)
|
|
Robert
Cohn . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . .
|
Director
|
|
W.
Lance Conn . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. .
|
Director
|
|
Darren
Glatt . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . .
|
Director
|
|
Bruce
A. Karsh . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . .
|
Director
|
|
John
D. Markley, Jr . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
.
|
Director
|
|
William
L. McGrath . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
.
|
Director
|
|
David
C. Merritt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
.
|
Director
|
|
Neil
Smit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . .
|
Director,
President and Chief Executive Officer
|
|
Christopher
M. Temple. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
Director
|
|
Eric
L. Zinterhofer . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. .
|
Director
|
Robert Cohn, 60, was elected
to the board of directors of Charter on December 1, 2009. Most
recently, Mr. Cohn has served as an independent investor and advisor to growing
companies. Mr. Cohn was a partner with Sequoia Capital from 2002
through 2004, a high-tech venture capital firm in Silicon Valley that provided
the founding investment to several high tech companies. Mr. Cohn is
the founder of Octel Communications Corporation, the leading manufacturer of
voice mail equipment, and was the company’s Chairman and CEO from its inception
in 1982 until it was purchased by Lucent Technologies in 1997. Mr.
Cohn has served on various boards of public and private companies, including
Octel, Trimble Navigation, Electronic Arts and Digital Domain. Mr. Cohn
currently serves on the boards of director of Right Hemisphere, Market Live and
Taboola and is a Trustee of Robert Ballard’s Ocean Exploration
Trust. Mr. Cohn holds a Bachelor of Science degree in Mathematics and
Computer Science from the University of Florida and an MBA from Stanford
University.
W. Lance Conn, 41, was
elected to our board of directors of Charter on November 30,
2009. Mr. Conn has served as a member of the board of directors of
Charter since September 2004. From July 2004 to May 2009, Mr. Conn
served as the President of Vulcan Capital, the investment arm of Vulcan,
Inc. Prior to joining Vulcan Inc., Mr. Conn was employed
by America Online, Inc., an interactive online services company, from March 1996
to May 2003. From September 1994 to February 1996, Mr. Conn was an attorney with
Shaw, Pittman, Potts & Trowbrige LLP in Washington, D.C. Mr. Conn
is a director of Plains All American Pipeline, L.P., Plains GP Holdings, L.P.
and Vulcan Energy Corporation, where he previously served as
chairman. Mr. Conn also serves as an advisory director to Makena
Capital Management and an advisor to Global Endowment Management.
Darren Glatt, 34, was elected
to the board of directors of Charter on November 30, 2009. Mr. Glatt
is a Principal at Apollo Management, L.P. and has been with Apollo since
2006. Prior to joining Apollo, Mr. Glatt was a member of the Media
Group at Apax Partners from 2004 to 2006, a member of the Media Group at the
Cypress Group from 2000 to 2002, and a member of the Mergers & Acquisitions
Group at Bear, Stearns & Co. from 1998 to 2000.
Bruce A. Karsh, 54, was
elected to the board of directors of Charter on November 30,
2009. Since 1995, Mr. Karsh has served as President and co-founder of
Oaktree Capital Management, LLC, an investment advisory firm with over $60
billion of assets under management. From 1987 through 1995, Mr. Karsh
was with The TCW Group, Inc., where he established the TCW Special Credits group
of funds and had primary portfolio management responsibility for their
operation. Mr. Karsh is a director of Liberman Broadcasting,
Inc.
John D. Markley, Jr., 44, was
elected to the board of directors of Charter on November 30,
2009. Since 1996, Mr. Markley has been affiliated with Columbia
Capital, a communications, media and technology investment firm, where he has
served in a number of capacities, including portfolio company executive, general
partner and venture partner. Prior to joining Columbia Capital, Mr.
Markley served at the Federal Communications Commission, where he developed U.S.
Government wireless communications and spectrum auction policy. He also
10
held
positions in corporate finance for Kidder, Peabody & Co. in both New York
City and Hong Kong. Mr. Markley is a director of Telecom Transport
Management, Inc., Broadsoft Inc., and Millennial Media, Inc.
William
L. McGrath, 46, was elected to the board of directors of
Charter on November 30, 2009. Since October 2007, Mr. McGrath has
served as the Executive Vice President and General Counsel of Vulcan
Inc. Prior to joining Vulcan, Mr. McGrath held senior legal positions
with a number of private and public technology companies. He has also
worked for two national law firms in Washington, D.C. and
Seattle. Mr. McGrath is a director of TowerCo LLC.
David C. Merritt, 55, was elected to the board
of directors of Charter on December 15, 2009, and was also appointed as Chairman
of Charter’s Audit Committee at that time. Mr. Merritt previously served on
Charter's board and Audit Committee since 2003. Effective March
2009, he is a managing director of BC Partners, Inc., a financial advisory
firm. From October 2007 to March 2009, Mr. Merritt served as
Senior Vice President and Chief Financial Officer of iCRETE, LLC. From October
2003 to September 2007, Mr. Merritt was a Managing Director of Salem
Partners, LLC, an investment banking firm. From January 2001 to April 2003, Mr.
Merritt was a Managing Director in the Entertainment Media Advisory Group at
Gerard Klauer Mattison & Co., Inc., a company that provided financial
advisory services to the entertainment and media industries. In
December 2003, Mr. Merritt became a director of Outdoor Channel Holdings, Inc.
and currently serves as Chairman of its audit committee. In February 2006,
Mr. Merritt became a director of Calpine Corporation and currently serves
as Chairman of its Audit Committee. From 1975 to 1999,
Mr. Merritt was an audit and consulting partner of KPMG serving in a
variety of capacities during his years with the firm, including national partner
in charge of the media and entertainment practice. Mr. Merritt holds a
Bachelor of Science degree in Business and Accounting from California State
University — Northridge.
Neil Smit, 51, was elected to
the board of directors of Charter on November 30, 2009. Mr. Smit has
served as a director and President and Chief Executive Officer of Charter since
August 2005. Prior to joining Charter, Mr. Smit worked at Time Warner, Inc. in
various capacities, most recently serving as the President of Time Warner’s
America Online Access Business. He also served at America Online (“AOL”) as
Executive Vice President, Member Development, Chief Operating Officer of AOL
Local and Chief Operating Officer of MapQuest. Prior to that Mr. Smit
was a Regional President with Nabisco and was with Pillsbury in a number of
management positions.
Christopher M. Temple, 42,
was elected to the board of directors of Charter on November 30,
2009. From September 2008 to December 2009, Mr. Temple was affiliated
with Vulcan, Inc., most recently as Executive Vice President, Investment
Management. Also during 2008, Mr. Temple served as a managing
director at Tailwind Capital, a New York-based private equity firm. Prior to
joining Tailwind, Mr. Temple was a Managing Director at Friend Skoler &
Company from 2005 to 2008, and at Thayer Capital Partners from 1996 to
2004. Additionally, Mr. Temple was a licensed CPA, serving clients in
the energy sector with KPMG in Houston, Texas. Mr. Temple is a
director of Plains All American GP LLC, and the managing general partner of
Plains All American Pipeline, L.P.
Eric L. Zinterhofer, 38, was
elected to the board of directors of Charter on November 30, 2009. Mr.
Zinterhofer serves as a senior partner at Apollo Management, L.P. and has been
with Apollo since 1998. From 1994 to 1996, Mr. Zinterhofer was a member of the
Corporate Finance Department at Morgan Stanley Dean Witter &
Co. From 1993 to 1994, Mr. Zinterhofer was a member of the Structured
Equity Group at J.P. Morgan Investment Management. Mr. Zinterhofer is
a director of Affinion Group, Inc., Central European Media Enterprises Ltd.,
Dish TV India Ltd., IPCS Inc. and Unity MediaSCA.
11
PRINCIPAL AND SELLING
STOCKHOLDERS
The
following table sets forth information as of December 30, 2009 regarding the
beneficial ownership of our Class A Common Stock (1) immediately prior to and
(2) as adjusted to give effect to this offering by:
|
·
|
each
of the selling stockholders;
|
|
·
|
each
holder of more than 5% of our outstanding shares of Common
Stock;
|
|
·
|
each
of our directors and named executive officers;
and
|
|
·
|
all
of our directors and executive officers as a
group.
|
Beneficial ownership for the purposes
of the following table is determined in accordance with the rules and
regulations of the SEC. These rules generally provide that a person is the
beneficial owner of securities if such person has or shares the power to vote or
direct the voting thereof, or to dispose or direct the disposition thereof or
has the right to acquire such powers within 60 days. Common Stock subject to
options that are currently exercisable or exercisable within 60 days of December
30, 2009 are deemed to be outstanding and beneficially owned by the person
holding the options. These shares, however, are not deemed outstanding for the
purposes of computing the percentage ownership of any other person. Percentage
of beneficial ownership is based on 112,580,532 shares of Class A Common Stock
outstanding as of December 30, 2009. Except as disclosed in the footnotes to
this table, we believe that each stockholder identified in the table possesses
sole voting and investment power over all shares of common stock shown as
beneficially owned by the stockholder. Unless otherwise indicated in the table
or footnotes below, the address for each beneficial owner is 12405 Powerscourt
Drive, St. Louis, Missouri 63131.
|
Shares
Beneficially Owned
Prior
to This Offering(1)
|
|
Shares
Beneficially Owned After
This
Offering
|
||||||||||
|
Name
|
Number
|
Percent
of Class
|
Percent of Vote | Number
of
Shares
Offered
|
Number
|
Percent
of Class
|
||||||
|
5%
Stockholders:
|
||||||||||||
|
Paul
G. Allen(2)
|
8,654,722
|
7.21%
|
39.91% |
-
|
8,654,722
|
7.21%
|
||||||
|
Funds
affiliated with AP Charter Holdings, L.P.(3)
|
35,691,388
|
31.44%
|
19.70% |
32,214,257
|
3,477,131
|
3.06%
|
||||||
|
Oaktree
Opportunities Investments, L.P.(4)
|
20,153,640
|
17.83%
|
11.16% |
16,428,631
|
3,725,009
|
3.30%
|
||||||
|
Funds
affiliated with Franklin Custodial Funds - Franklin Income Fund(5)
|
21,656,332
|
18.80%
|
11.84% |
14,119,703
|
7,536,629
|
6.54%
|
||||||
|
Funds
affiliated with Encore LLC(6)
667
Madison Avenue, 10th Floor
New
York, New York 10065
|
11,071,525
|
9.83%
|
6.14% |
9,606,987
|
1,464,538
|
1.30%
|
||||||
|
Executive
Officers and Directors:
|
||||||||||||
|
Robert
Cohn
|
-
|
-
|
- |
-
|
-
|
-
|
||||||
|
W.
Lance Conn
|
-
|
-
|
- |
-
|
-
|
-
|
||||||
|
Darren
Glatt(7)
|
35,691,388
|
31.44%
|
19.70% |
32,214,257
|
3,477,131
|
3.06%
|
||||||
|
Bruce
A. Karsh(8)
|
20,153,640
|
17.83%
|
11.16% |
16,428,631
|
3,725,009
|
3.30%
|
||||||
|
John
D. Markley, Jr.
|
-
|
-
|
- |
-
|
-
|
-
|
||||||
|
David
C. Merritt
|
-
|
-
|
- |
-
|
-
|
-
|
||||||
|
William
L. McGrath(9)
|
212,923
|
* | * | - | 212,923 | * | ||||||
|
Christopher
M. Temple
|
-
|
-
|
- |
-
|
-
|
-
|
||||||
|
Eric
L. Zinterhofer(10)
|
35,691,388
|
31.44%
|
19.70% |
32,214,257
|
3,477,131
|
3.06%
|
||||||
|
Neil
Smit(11)
|
343,675
|
*
|
* |
-
|
343,675
|
*
|
||||||
|
Eloise
E. Schmitz(12)
|
84,009
|
*
|
* |
-
|
84,009
|
*
|
||||||
|
Michael
Lovett(13)
|
152,744
|
*
|
* |
-
|
152,744
|
*
|
||||||
|
Marwan
Fawaz(14)
|
76,372
|
*
|
* |
-
|
76,372
|
*
|
||||||
|
All executive officers and
directors as a group (18 persons)
(15)
|
56,947,325
|
49.89%
|
31.21%
|
48,642,888
|
8,304,437
|
7.27%
|
||||||
|
Selling
Stockholders:
|
||||||||||||
|
Funds
affiliated with Lord, Abbett & Co., LLC(16)
|
2,710,294
|
2.41%
|
1.50% |
2,044,750
|
665,544
|
*
|
||||||
|
Funds
affiliated with MFC Global
|
2,350,025
|
2.08%
|
1.30% |
1,538,330
|
811,695
|
*
|
||||||
12
|
Shares
Beneficially Owned
Prior
to This Offering(1)
|
|
Shares
Beneficially Owned After
This
Offering
|
||||||||||
|
Name
|
Number
|
Percent
of Class
|
Percent of Vote | Number
of
Shares
Offered
|
Number
|
Percent
of Class
|
||||||
| Investment Management (U.S.), LLC(17) | ||||||||||||
|
Funds
affiliated with Western Asset Management
Company(18)
|
2,953,360
|
2.62%
|
1.64% |
2,044,140
|
909,220
|
*
|
||||||
__________________
* Less
than 1%.
|
(1)
|
Shares
shown in the table above include shares held in the beneficial owner’s
name or jointly with others, or in the name of a bank, nominee or trustee
for the beneficial owner’s account. The calculation of this
percentage assumes for each person the acquisition by such person of all
shares that may be acquired upon exercise of warrants to purchase shares
of Class A Common Stock.
|
|
(2)
|
Includes
2,241,299 shares of Class B Common Stock entitled to thirty-five percent
(35%) of the vote of the Common Stock on a fully diluted basis; and 0.19
of a Holdco Unit that is exchangeable for 212,923 shares of Class A Common
Stock on or prior to November 30, 2014. Includes shares of
Class A Common Stock which are issuable upon exercise of 387,230 in
CCH/CIH Warrants held. Includes shares of Class A Common Stock
which are issuable upon exercise of 4,669,384 CII Warrants held. The
address of Mr. Allen is: 505 Fifth Avenue South, Suite 900, Seattle, WA
98104.
|
|
(3)
|
Includes
shares and warrants beneficially owned by the listed
shareholder. Of the amount listed, 32,858,747 shares and
745,379 CIH warrants are held by AP Charter Holdings, L.P. Of
the amount listed, 1,264,996 shares and 121,989 CIH warrants are held by
Red Bird, L.P. Of the amount listed, 450,653 shares and 45,001
CIH warrants are held by Blue Bird, L.P. Of the amount listed
185,268 shares and 19,355 CIH warrants are held by Green Bird, L.P.
The
number of shares reported as beneficially owned and being offered
includes: 30,674,101 shares owned of record by AP Charter Holdings, L.P.;
1,024,922 shares owned of record by Red Bird, L.P., 365,127 shares owned
of record by Blue Bird, L.P.; and 150,107 owned of record by Green Bird,
L.P. (together with Blue Bird, L.P. and Red Bird, L.P., the “Apollo
Partnerships”). The general partner of AP Charter Holdings,
L.P. is AP Charter Holdings GP, LLC. The managers of AP Charter
Holdings GP, LLC are Apollo Management VI, L.P. and Apollo Management VII,
L.P. The general partner of Apollo Management VI, L.P. is AIF
VI Management, LLC, and the general partner of Apollo Management VII, L.P.
is AIF VII Management, LLC. Apollo Management, L.P. is the sole
member and manager of each of AIF VI Management, LLC and AIF VII
Management, LLC. The general partner of Apollo Management, L.P.
is Apollo Management GP, LLC. The general partner of Red Bird,
L.P. is Red Bird GP, Ltd. and the general partner of Blue Bird, L.P. is
Blue Bird GP, Ltd. The general partner of Green Bird, L.P. is
Green Bird GP, Ltd. Apollo SVF Management, L.P. is the director
of each of Red Bird GP, Ltd. and Blue Bird GP, Ltd., and Apollo Value
Management, L.P. is the director of Green Bird GP, Ltd. The
general partner of Apollo SVF Management, L.P. is Apollo SVF Management
GP, LLC, and the general partner of Apollo Value Management, L.P. is
Apollo Value Management GP, LLC. Apollo Capital Management,
L.P. is the sole member and manager of each of Apollo SVF Management GP,
LLC and Apollo Value Management GP, LLC. The general partner of
Apollo Capital Management, L.P. is Apollo Capital Management GP,
LLC. Apollo Management Holdings, L.P. is the sole member and
manager of each of Apollo Management GP, LLC and Apollo Capital Management
GP, LLC, and Apollo Management Holdings GP, LLC is the general partner of
Apollo Management Holdings, L.P. The sole shareholder of Red
Bird, L.P. is Apollo SOMA Advisors, L.P., the sole shareholder of Blue
Bird, L.P. is Apollo SVF Advisors, L.P., and the sole shareholder of Green
Bird, L.P. is Apollo Value Advisors, L.P. The general partner
of Apollo SOMA Advisors, L.P. is Apollo SOMA Capital Management, LLC, the
general partner of Apollo SVF Advisors, L.P. is Apollo SVF Capital
Management, LLC, and the general partner of Apollo Value Advisors, L.P. is
Apollo Value Capital Management, LLC. Apollo Principal Holdings
II, L.P. is the sole member and manager of each of Apollo SOMA Capital
Management, LLC, Apollo SVF Capital Management, LLC and Apollo Value
Capital Management, LLC. Apollo Principal Holdings II GP, LLC
is the general partner of Apollo Principal Holdings II, L.P. AP
Charter Holdings, L.P. does not have voting or dispositive power over the
shares owned of record by any of the Apollo Partnerships, and none of the
Apollo Partnerships have any voting or dispositive power over the shares
owned of record by AP Charter Holdings, L.P. or any of the other Apollo
Partnerships. AP Charter Holdings, L.P. has granted a proxy to
Apollo Management VI, L.P. and Apollo Management VII, L.P. to vote the
shares of Charter Communications Inc. that AP Charter Holdings, L.P. holds
of record. Leon Black, Joshua Harris and Marc Rowan are the
principal executive officers and managers of Apollo Management Holdings
GP, LLC and Apollo Principal Holdings II GP, LLC, and as such may be
deemed to have voting and dispositive powers with respect to the shares
that are beneficially owned or owned of record by the Apollo
Partnerships. Each of Messrs. Black, Harris and Rowan, and each
of Apollo Management VI, L.P. and Apollo Management VII, L.P., and each of
the other general partners, managers and sole shareholders described above
disclaims beneficial ownership of any shares of common stock beneficially
or of record owned by any of AP Charter Holdings, L.P. or the Apollo
Partnerships, except to the extent of any pecuniary interest
therein. The address for AP Charter Holdings, L.P., AP Charter
Holdings GP, LLC, Apollo SOMA Advisors, L.P., Apollo SVF Advisors, L.P.,
Apollo Value Advisors, L.P., Apollo SOMA Capital Management, LLC, Apollo
SVF Capital Management, LLC, Apollo Value Capital Management, LLC, Apollo
Principal Holdings II, L.P. and Apollo Principal Holdings II GP, LLC is
One Manhattanville Road, Suite 201, Purchase, NY 10577. The
address for Red Bird, L.P., Red Bird GP, Ltd., Green Bird, L.P., Green
Bird GP, Ltd., Blue Bird, L.P. and Blue Bird GP, Ltd. is c/o Walkers
Corporate Services Limited, Walker House, 87 Mary Street, George Town,
Grand Cayman, KY1-9905. The address for Apollo Management VI,
L.P.; Apollo Management VII, L.P.: AIF VI Management, LLC: AIF VII
Management, LLC; Apollo Management, L.P.; Apollo Management GP, LLC;
Apollo SVF Management, L.P., Apollo Value Management, L.P., Apollo SVF
Management GP, LLC, Apollo Value Management GP, LLC, Apollo Capital
Management, L.P., Apollo Capital Management GP, LLC, Apollo Management
Holdings, L.P.; Apollo Management Holdings GP, LLC, and Messrs. Black,
Rowan and Harris is 9 W. 57th
Street, 43rd
Floor, New York, NY 10019.
|
13
|
(4)
|
Includes
shares and warrants beneficially owned by the listed
shareholder. Of the shares included, 19,725,105 are held by
Oaktree Opportunities Investments, L.P. Of the warrants
included: 95,741 are held by OCM Opportunities Fund V, L.P.;
215,103 are held by OCM Opportunities Fund VI, L.P.; 104,551 are held by
OCM Opportunities Fund VII Delaware, L.P.; 13,140 are held by Oaktree
Value Opportunities, L.P. The mailing address for the holders
listed above is c/o Oaktree Capital Management, L.P. 333 S. Grand Avenue,
28th Floor, Los Angeles, CA 90071. The shares being offered are
held by Oaktree Opportunities Investments, L.P. The general
partner of Oaktree Opportunities Investments, L.P. is Oaktree Fund GP,
LLC, with a business address of 333 S. Grand Ave., 28th
Floor, Los Angeles, CA 90071, Attn: Ken
Liang.
|
|
(5)
|
Includes
shares and warrants exercisable for shares of Class A Common
Stock. Of the amount listed, Franklin related funds hold
warrants exercisable for 2,610,619 shares of Class A Common
Stock. The number of shares being offered
includes: 11,871,333 shares held by Franklin Custodian Funds –
Franklin Income Fund; 1,747,500 shares held by Franklin Templeton Variable
Insurance Product Trust – Franklin Strategic Income Securities Fund;
224,146 shares held by Franklin Templeton Investment Funds – Franklin
Income Fund; 3,001 shares held by JNL/Franklin Templeton Income Fund;
77,323 shares held by ING Franklin Income Portfolio; 139,181 shares held
by EQ/Franklin Core Balanced Portfolio; 46,394 shares held by John Hancock
Trust – Income Trust; and 10,825 shares held by Met Investors Series Trust
– Met/Franklin Income Portfolio. The business address for all entities
listed in the preceding sentence is Franklin Parkway, San Mateo,
California 94403.
|
|
(6)
|
The
number of shares being offered includes: 2,668,076 shares held
by Encore, LLC and 6,938,911 shares held by Encore II, LLC. The
business address for Encore, LLC and Encore II, LLC is 667 Madison Avenue,
10th Floor, New York, New York
10065.
|
|
(7)
|
By
virtue of being a principal at Apollo Management, L.P, Mr. Glatt may be
deemed to have or share beneficial ownership of shares beneficially owned
by AP Charter Holdings, L.P., Red Bird, L.P., Blue Bird, L.P.; and Green
Bird, L.P. Mr. Glatt expressly disclaims beneficial ownership
of such shares, except to the extent of his direct pecuniary interest
therein. See Note 3.
|
|
(8)
|
By
virtue of being the President of Oaktree Capital Management, LLC, Mr.
Karsh may be deemed to have or share beneficial ownership of shares
beneficially owned by Oaktree Opportunities Investments,
L.P. Mr. Karsh expressly disclaims beneficial ownership of such
shares, except to the extent of his direct pecuniary interest therein. See
Note 4.
|
|
(9)
|
By virtue of being the Executive
Vice President and General Counsel of Vulcan Inc., Mr. McGrath may
be deemed to have or share beneficial ownership of shares beneficially
owned by CII. CII currently holds 0.19 Holdco Units that may be exchanged
for 212,923 shares of Class A Common Stock. Mr. McGrath expressly
disclaims beneficial ownership of such shares, except to the extent of his
direct pecuniary interest therein.
|
|
(10)
|
By
virtue of being a senior partner at Apollo Management, L.P, Mr.
Zinterhofer may be deemed to have or share beneficial ownership of shares
beneficially owned by AP Charter Holdings, L.P., Red Bird, L.P., Blue
Bird, L.P.; and Green Bird, L.P. Mr. Zinterhofer expressly
disclaims beneficial ownership of such shares, except to the extent of his
direct pecuniary interest therein. See Note
3.
|
|
(11)
|
Includes
343,675 shares of restricted stock issued pursuant to the 2009 Stock
Incentive Plan that are not yet vested, but eligible to be
voted.
|
|
(12)
|
Includes
84,009 shares of restricted stock issued pursuant to the 2009 Stock
Incentive Plan that are not yet vested, but eligible to be
voted.
|
|
(13)
|
Includes
152,744 shares of restricted stock issued pursuant to the 2009 Stock
Incentive Plan that are not yet vested, but eligible to be
voted.
|
|
(14)
|
Includes
76,372 shares of restricted stock issued pursuant to the 2009 Stock
Incentive Plan that are not yet vested, but eligible to be
voted.
|
|
(15)
|
Includes
shares of restricted stock issued pursuant the 2009 Stock Incentive Plan
that are not yet vested, but eligible to be voted, and the shares of our
Class A Common Stock beneficially owned described in footnotes (7), (8),
(9), (10), (11), (12), (13) and
(14).
|
|
(16)
|
The
number of shares being offered includes: 68,209 owned by MHAM
US Income Open; 1,597,250 shares owned by Lord Abbett Bond - Debenture
Fund, Inc.; 68,210 shares owned by Lord Abbett Investment Trust - Lord
Abbett High Yield Fund; 68,210 shares owned by Lord Abbett Research Fund,
Inc. - Lord Abbett Capital Structure Fund; 3,410 shares owned by Lord
Abbett Series Fund, Inc. - America’s Value Portfolio; 45,473 shares owned
by Lord Abbett Series Fund, Inc. -
Bond-
|
14
|
|
Debenture
Portfolio; 188,669 shares owned by MET Investors Series Trust - Bond
Debenture Portfolio; and 2,273 shares owned by Advanced Series Trust -
Bond Debenture Portfolio; 3,046 shares owned by Roszel Lord Abbett Bond
Debenture.
|
|
(17)
|
The
number of shares being offered includes: 617,162 shares held by
John Hancock High Yield Bond Fund; 11,936 shares held by John Hancock
Funds Strategic Income Fund; 66,049 shares held by John Hancock Trust
Strategic Income Trust; 117,434 shares held by John Hancock Strategic
Income Fund; 9,322 shares held by John Hancock Investors Trust; 1,705
shares held by John Hancock Funds III Leveraged Companies Fund; 298,873
shares held by John Hancock Funds II High Income Fund; 40,357 shares held
by John Hancock Funds II Strategic Income Fund; 309,218 shares held by the
John Hancock Trust High Income Trust; 33,536 shares held by Manulife
Global Fund U.S. High Yield Bond Fund; 2,728 shares held by Manulife
Global Fund Strategic Income Fund; 2,841 shares held by Manulife
International Limited Global Strategic Income Fund; and 27,169 shares held
by Manulife Strategic Income Fund.
|
|
(18)
|
The
number of shares being offered includes: 10,456 shares held by
CGCM High Yield Investments; 5,554 shares held by Legg Mason US$ High
Yield Bond Fund; 41,021 shares held by Western Asset Strategic US$ High
Yield LLC; 637,073 shares are held by Western Asset Opportunistic US$ High
Yield Securities Portfolio, LLC; 28,265 shares are held by Stichting
Pensioenfonds DSM Nederland; 11,990 shares are held by Legg Mason Partners
Capital and Income Fund Inc. (SCD); 150,842 shares are held by Legg Mason
Partners Global High Yield Bond Fund; 83,172 shares are held by Legg Mason
Partners Capital & Income Fund; 126,560 shares are held by Western
Asset High Yield Portfolio; 50,352 shares are held by Western Asset Global
Partners Fund Inc.; 95,153 shares are held by Western Asset High Income
Opportunity Fund Inc.; 10,703 shares are held by Western Asset High Income
Fund, Inc.; 187,249 shares are held by Western Asset High Income Fund II
Inc.; 11,222 shares are held by Western Asset Global High Yield Bond
Portfolio; 26,001 shares are held by Legg Mason Partners Variable Global
High Yield Bond Portfolio; 81,808 shares are held by Legg Mason Partners
High Income Fund; 57,830 shares are held by Western Asset Managed High
Income Fund Inc. (MHY); 36,112 shares are held by Legg Mason Partners
Variable High Income Portfolio; 141,314 shares are held by John Hancock II
U.S. High Yield Bond Fund; 234,870 shares are held by John Hancock High
Yield Trust; and 16,593 are held by Western Asset Global High Yield Bond
Fund. Western Asset Management Company does not directly own
any of the offered shares. All offered shares reported in the preceding
sentence are held in various client accounts, for which Western Asset
Management Company is the investment manager. Western Asset Management
Company may be deemed to be the beneficial owner of shares beneficially
owned by all of the entities listed in the preceding sentence, but
disclaims such beneficial ownership for purposes of
Section 16(a) of the Securities Exchange Act of 1934, as amended, or
otherwise.
|
15
DESCRIPTION OF CAPITAL
STOCK
The
following summary of the terms of our capital stock is not meant to be complete
and is qualified in its entirety by reference to our amended and restated
certificate of incorporation, our amended and restated bylaws and the provisions
of applicable law. Copies of our amended and restated certificate of
incorporation and our amended and restated bylaws are filed as exhibits to the
Current Report on Form 8-K filed with the SEC on December 4, 2009 and
incorporated herein by reference.
Authorized
Capital Stock upon Emergence
Charter
has the authority to issue a total of 1,175,000,000 shares of capital stock,
consisting of:
|
·
|
900,000,000
shares of Class A Common Stock;
|
|
·
|
25,000,000
shares of Class B Common Stock; and
|
|
·
|
250,000,000
shares of preferred stock, including 5,520,001 shares of Series A
Preferred Stock.
|
Common
Stock
Common
Stock Outstanding
The
rights, preferences and privileges of holders of Class A Common Stock and Class
B Common Stock (collectively with the Class A Common Stock, the
“Common Stock”) are subject to, and may be adversely affected by, the rights of
the holders of our Series A Preferred Stock and shares of any other series of
our preferred stock which we may designate and issue in the future.
To the
greatest extent permitted by applicable Delaware law, the shares of Class A
Common Stock are uncertificated, and transfer will be reflected by book-entry,
unless a physical certificate is requested by a holder.
The Class
B Common Stock is identical to the Class A Common Stock except with respect to
certain voting, transfer and conversion rights. Subject to the Lock-Up Agreement
(as defined below), each share of Class B Common Stock is convertible into one
share of Class A Common Stock at the option of the holder or, at any time on or
after January 1, 2011 and until September 15, 2014, at the option of a majority
of the disinterested members of the board of directors, and at any time after
September 15, 2014 at the election of a majority of the members of the board of
directors (other than members of the board of directors elected by holders of
Class B Common Stock). Class B Common Stock is subject to significant transfer
restrictions including restrictions under a Lock-Up Agreement between the
Company and the holders of the Class B Common Stock (the “Lock-Up Agreement”).
Class A Common Stock, however, issued upon conversion of Class B Common Stock,
is not subject to the same restrictions. Shares of Class B Common Stock must at
all times be held only by (i) Mr. Paul G. Allen, (ii) his estate, spouse,
immediate family members and heirs, and (iii) any trust, corporation,
partnership or other entity, the beneficiaries, stockholders, partners or other
owners of which consist exclusively of Mr. Allen or such other persons referred
to in clause (ii) above or a combination of the above, which we refer to
collectively as Authorized Class B Holders, and upon any transfer to a person or
entity other than an Authorized Class B Holder, each share of Class B Common
Stock will be automatically converted into one share of Class A Common Stock. In
addition, certain restrictions on conversion and transfer of Class B Common
Stock are set forth in the Lock-Up Agreement. Shares of the Class B
Common Stock are only to be issued to Mr. Allen or certain of his
affiliates.
Voting
Rights
Holders
of shares of our capital stock are entitled to vote on all matters submitted to
a vote of our stockholders, including the election of directors, as
follows:
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shares
of Class A Common Stock are entitled to one vote per
share;
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shares
of Class B Common Stock are entitled to a number of votes per share, which
at all times when shares of Class B Common Stock are outstanding represent
35% of the combined voting power of the Company’s capital stock, on a
fully diluted basis; and
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the
Series A Preferred Stock is entitled to 0.025 vote per
share.
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Mr. Allen
and entities affiliated with Mr. Allen hold in excess of 35% of the combined
voting power of the capital stock of Charter and have the right to elect four of
11 members of the board of directors. There may be additional holders of
significant voting power in Charter, though pursuant to the Amended and Restated
Certificate of Incorporation, prior to September 15, 2014, the votes
attributable to each share of Class A Common Stock held by any holder (other
than Mr. Allen and certain of his affiliates) will be automatically reduced pro
rata among all shares of Class A Common Stock held by such holder and (if
applicable) shares of Class A Common Stock held by any other holder (other than
Mr. Allen and certain of his affiliates) included in any “person” or “group”
with such holder so that no “person” or “group” (other than Mr. Allen and
certain of his affiliates) is or becomes the holder or beneficial owner (as such
term is used in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in
calculating the beneficial ownership of any particular “person” (as such term is
used in Section 13(d) of the Exchange Act) such “person” shall be deemed to have
beneficial ownership of all securities that such “person” has the right to
acquire, whether such right is currently exercisable or is exercisable only upon
the occurrence of a subsequent condition), directly or indirectly, of more than
34.9% of the combined voting power of the capital stock of Charter, subject to
waiver by the disinterested members of the board of directors as provided in the
Amended and Restated Certificate of Incorporation. We refer to this voting power
limitation as the Voting Threshold. Holders of Class B Common Stock
(other than Mr. Allen and certain of his affiliates) are also subject to a
reduction of their voting power to comply with the Voting
Threshold.
The
holders of Common Stock and their respective affiliates will not have cumulative
voting rights.
Pursuant
to our amended and restated bylaws, the number of members of the board of
directors shall be fixed at 11 members. Except for the initial board of
directors, which was appointed pursuant to the terms of the Plan, for as long as
shares of Class B Common Stock are outstanding, holders of Class B Common Stock
have the right to elect 35% of the members of the board of directors (rounded up
to the next whole number), and all other members of the board of directors will
be elected by majority vote of the holders of Class A Common Stock (and any
series of preferred stock then entitled to vote at an election of the
directors). In addition, members of the board of directors elected by
holders of Class B Common Stock have no less than proportionate representation
on each committee of the board of directors, subject to applicable SEC and stock
exchange rules and except for any committee formed solely for the purpose of
reviewing, recommending and/or authorizing any transaction in which holders of
Class B Common Stock or their affiliates (other than Charter or its
subsidiaries) are interested parties.
Under the
new Amended and Restated Certificate of Incorporation, (i) any director may be
removed for cause by the affirmative vote of a majority of the voting power of
the outstanding Class A Common Stock and Class B Common Stock (and any series of
preferred stock then entitled to vote at an election of directors), voting
together as a single class, (ii) any director elected by the holders of Class B
Common Stock voting separately as a class may be removed from office, without
cause, solely by the vote of a majority of the voting power of the outstanding
Class B Common Stock, voting as a separate class, and (iii) any director elected
by the vote of the holders of Class A Common Stock voting separately as a class
(including holders of voting preferred stock, as applicable) may be removed from
office, without cause, solely by the vote of a majority of the voting power of
the outstanding Class A Common Stock, voting separately as a class (including
any holders of voting preferred stock entitled to vote thereon).
Dividend
Rights
Subject
to limitations under Delaware law, preferences that may apply to any outstanding
shares of preferred stock, and contractual restrictions, holders of each class
of Common Stock are entitled to receive ratably dividends or other distributions
when and if declared by the board of directors. In addition to such
restrictions, whether any future dividends are paid to Charter’s stockholders
will depend on decisions that will be made by the board of directors and will
depend on then existing conditions, including Charter’s financial condition,
contractual restrictions, corporate law restrictions, capital requirements and
business prospects. The ability of the board of
17
directors
to declare dividends also will be subject to the rights of any holders of
outstanding shares of the Charter’s preferred stock, including the Series A
Preferred Stock, and the availability of sufficient funds under the Delaware
General Corporation Law ("DGCL") to pay dividends. For a more
complete description of the dividend rights of holders of shares of Charter’s
preferred stock, see the sections titled “Description of Capital Stock—Series A
15% Pay-In-Kind Preferred Stock, and —Blank Check Preferred Stock”
below.
Warrants
to Purchase Class A Common Stock
Pursuant
to the Plan, Charter issued warrants to purchase Class A Common Stock to (i)
holders of notes issued by CCH I Holdings, LLC (“CIH”) (the “CIH Warrants”),
(ii) holders of notes issued by Charter Communications Holdings, LLC (“Charter
Holdings” or “CCH”) (the “CCH Warrants”) and (iii) Charter Investment, Inc.
(“CII”), an entity that is 100% owned by Mr. Allen (the “CII
Warrants”). The CIH Warrants, CCH Warrants and CII Warrants have an
exercise price of $46.86, $51.28 and $19.80, respectively. Each of
the CIH Warrants and CCH Warrants expire five years after the date of
issuance. The CII Warrants expire seven years after the date of
issuance. The warrants provide for a cashless exercise by the warrant
holder. The warrant exercise price and the number of shares issuable upon
exercise of the warrants are subject to adjustment upon certain events
including: stock subdivisions, combinations, splits, stock dividends, capital
reorganizations, or capital reclassifications of Class A Common Stock and in
connection with certain distributions of cash, assets or
securities. In addition, holders of certain of the warrants have the
right to participate, along with other holders of Common Stock, in future
below-market offerings of rights to purchase securities (including, but not
limited to, Common Stock) on an as-exercised basis. The warrants are
not redeemable.
Liquidation
Rights
In the
event of any liquidation, dissolution or winding up of Charter, the holders of
Class A Common Stock and Class B Common Stock will be entitled to share pari
passu in the net assets of Charter available after the payment of all debts and
other liabilities and subject to the prior rights of any outstanding class of
our preferred stock.
Preemptive
Rights
Pursuant
to our amended and restated certificate of incorporation, the holders of Class A
Common Stock and Class B Common Stock have no preemptive rights.
Anti-Takeover
Provisions
Our
amended and restated certificate of incorporation provides that the board of
directors may impose restrictions on the trading of Charter’s stock if (i)
Charter has experienced an “owner shift” as determined for purposes of Section
382 of the Internal Revenue Code of 1986, as amended, of at least 25 percentage
points and (ii) the equity value of Charter has decreased by at least 35% since
our emergence from bankruptcy on November 30, 2009 (the “Effective Date”). These
restrictions, which are intended to preserve Charter’s ability to use its net
operating losses, which we refer to as NOLs, may prohibit any person from
acquiring stock of Charter if such person is a “5% shareholder” or would become
a “5% shareholder” as a result of such acquisition. The restrictions
will not operate to prevent any stockholder from disposing of shares and are
subject to certain other exceptions relating to shares of Common Stock issued or
issuable under the Plan. The board of director’s ability to impose these
restrictions will terminate on November 30, 2014.
In
addition, our amended and restated certificate of incorporation, in addition to
any affirmative vote required by law or our amended and restated bylaws, a
“business combination” (as defined in our amended and restated certificate of
incorporation) involving as a party, or proposed by or on behalf of, an
“interested stockholder,” an “affiliate,” or an “associate” of the “interested
stockholder” (each as defined in our amended and restated certificate of
incorporation) or a person who upon consummation of the “business combination”
would become an “affiliate” or “associate” of an “interested stockholder”
requires, unless prohibited by law, that (i) a majority of the members of the
board of directors who are not an “affiliate” or “associate” or representative
of an “interested stockholder” must determine that the “business combination,”
including the consideration, is fair to the Company and its stockholders (other
than any “interested stockholder” or its “affiliates and associates); and (ii)
18
holders
of a majority of the votes entitled to be cast by holders of all of the then
outstanding shares of “voting stock” (as defined in our amended and restated
certificate of incorporation), voting together as a single class (excluding
voting stock beneficially owned by any “interested stockholder” or its
“affiliate” or “associate”) must approve the transaction.
Section
203 of the DGCL provides that if a person acquires 15% or more of the voting
stock of a Delaware corporation, such person becomes an “interested stockholder”
and may not engage in certain “business combinations” with the corporation for a
period of three years from the time such person acquired 15% or more of the
corporation’s voting stock, unless: (1) the board of directors approves the
acquisition of stock or the merger transaction before the time that the person
becomes an interested stockholder, (2) the interested stockholder owns at least
85% of the outstanding voting stock of the corporation at the time the merger
transaction commences (excluding voting stock owned by directors who are also
officers and certain employee stock plans), or (3) the merger transaction is
approved by the board of directors and by the affirmative vote at a meeting, not
by written consent, of stockholders of 2/3 of the holders of the outstanding
voting stock which is not owned by the interested stockholder. A
Delaware corporation may elect in its certificate of incorporation or bylaws not
to be governed by this particular Delaware law, or “opt-out.” We have
not elected to “opt-out.”
Preferred
Stock
Series
A 15% Pay-In-Kind Preferred Stock
Shares of
our Series A Preferred Stock rank senior as to dividends to shares of our Common
Stock. For the first three years after the Effective Date, each share
of Series A Preferred Stock is entitled to an annual dividend at the rate of 15%
of the initial liquidation preference of $25 (equivalent to $3.75 per annum per
share), payable in cash or, at the option of Charter, by issuing additional
shares of Series A Preferred Stock in the amount of the dividend payment, or a
combination of both. Such dividends is cumulative and will be payable
semi-annually in arrears on January 15 and July 15 of each year. The
Series A Preferred Stock is not convertible or exchangeable at the option of a
holder thereof into any other class or series of stock or obligations of
Charter, and for the first six months after the Effective Date, shares of Series
A Preferred Stock may only be redeemed in cash. Thereafter, Charter
may redeem the Series A Preferred Stock in whole or in part at any time upon at
least 15 days prior written notice and payment of 100% of the liquidation
preference, together with accrued and unpaid dividends thereon, whether or not
declared, which amounts would be payable in cash, Class A Common Stock or a
combination thereof. To the extent any shares of Series A Preferred Stock are
not redeemed within the three years following the Effective Date, the Series A
Preferred Stock shall be entitled to an annual dividend at the following annual
rates: in the fourth year after the Effective Date, at an annual rate of 17%,
and in the fifth year after the Effective Date, at an annual rate of 19%. The
terms of the Series A Preferred Stock require that no later than November 30,
2014, Charter shall redeem the Series A Preferred Stock at 100% of the
liquidation preference, together with accrued and unpaid dividends thereon,
whether or not declared, which amounts will be payable in cash, Class A Common
Stock or a combination thereof. Any redemption payment in Class A Common Stock
may not exceed 20% of the fully diluted shares of Class A Common Stock at the
time of such redemption payment. If Charter elects to pay any
redemption payment, in whole or in part, in shares of Class A Common Stock, the
number of shares of Class A Common Stock to be delivered with respect to the
shares of Series A Preferred Stock being redeemed shall be equal to: (1) the
liquidation preference of the shares of Series A Preferred Stock being redeemed
and any other accrued and unpaid dividends whether or not declared; divided by
(2) the market price of a share of Class A Common Stock equal to the volume
weighted average price during the preceding twenty (20) consecutive trading
days.
In the
event of Charter’s voluntary or involuntary liquidation, winding-up, bankruptcy
or dissolution, after payment in full of all amounts owed to the debtors’
creditors and any stock senior to the Series A Preferred Stock, holders of
shares of Series A Preferred Stock will be entitled to receive and to be paid
out of Charter’s assets available for distribution to its stockholders, before
any payment or distribution is made to holders of junior stock (including our
Common Stock), a liquidation preference in the amount of $25 per share of Series
A Preferred Stock, plus accumulated and unpaid dividends on the shares of Series
A Preferred Stock to the payment date of liquidation, winding-up, bankruptcy or
dissolution. If, upon Charter’s voluntary or involuntary liquidation, winding
up, bankruptcy or dissolution, the amounts payable with respect to the
liquidation preference of the Series A Preferred Stock and all stock pari passu
to Series A Preferred Stock are not paid in full, the holders of Series A
Preferred Stock and such pari passu stock will share equally and ratably in any
distribution of Charter’s assets in proportion to
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the full
liquidation preference and accumulated and unpaid dividends to which they are
entitled. In each case, after the payment in full of all amounts owed to the
debtors’ creditors and all amounts owed to holders of Series A Preferred Stock
or any other preferred stock outstanding, the remaining assets of Charter will
be distributed ratably to the holders of shares of Common Stock, treated as a
single class. The rights, preferences and privileges of holders of shares of
Common Stock will be subject to, and may be adversely affected by, the rights of
the holders of shares of Series A Preferred Stock, as well as any series of
preferred stock which Charter may designate and issue in the future without
stockholder approval.
Blank
Check Preferred Stock
Under the
terms of our amended and restated certificate of incorporation, the board of
directors is authorized to issue from time to time up to an aggregate of 250
million shares of series of preferred stock and to fix or alter the
designations, preferences, rights and any qualifications, limitations or
restrictions of the shares of each series, including the dividend rights,
dividend rates, conversion rights, voting rights, rights and terms of redemption
(including sinking fund provisions), redemption price or prices, liquidation
preferences and the number of shares constituting any series. These additional
shares may be used for a variety of corporate purposes, including future public
offerings, to raise additional capital or to facilitate acquisitions. If the
board of directors decides to issue shares of preferred stock to persons
supportive of current management, this could render more difficult or discourage
an attempt to obtain control of the company by means of a merger, tender offer,
proxy contest or otherwise. Authorized but unissued shares of preferred stock
also could be used to dilute the stock ownership of persons seeking to obtain
control of Charter.
Transfer
Agent and Registrar
Mellon
Investor Services, LLC is the transfer agent and registrar for our Class A
Common Stock.
Listing
of Our Common Stock
We have
applied to list our Class A Common Stock on NASDAQ under the trading symbol
“CHTR.”
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SHARES ELIGIBLE FOR FUTURE
SALE
Future
sales of substantial amounts of our Class A Common Stock in the public market,
or the perception that such sales may occur, could adversely affect the
prevailing market price of our Class A Common Stock. No prediction can be made
as to the effect, if any, future sales of shares, or the availability of shares
for future sales, will have on the market price of our Class A Common Stock
prevailing from time to time.
Sale
of Restricted Shares
As of
December 30, 2009, we had 112,580,532 shares of Class A Common Stock
outstanding. Except as set forth below, all shares of our Class A Common Stock
outstanding after this offering will be freely tradeable without restriction or
further registration under the Securities Act unless held by one of our
“affiliates,” as that term is defined in Rule 144 under the Securities Act.
Unless otherwise registered under the Securities Act, sales of shares of our
Class A Common Stock by affiliates will be subject to the volume limitations and
other restrictions set forth in Rule 144.
Class
A Common Stock and Warrants Issued in Reliance on Section 1145 of the Bankruptcy
Code
We relied
on section 1145(a)(1) and (2) of the Bankruptcy Code to exempt from the
registration requirements of the Securities Act the offer and sale of a portion
of our Class A Common Stock, as well as the CIH Warrants and CCH Warrants to
purchase Class A Common Stock. Section 1145(a)(1) of the Bankruptcy Code exempts
the offer and sale of securities under the Plan from registration under Section
5 of the Securities Act and state laws if certain requirements are satisfied.
Section 1145(a)(2) of the Bankruptcy Code exempts the offer and sale of
securities issued under 1145(a)(1) of the Bankruptcy Code, such as the CIH
Warrants and CCH Warrants, from registration under Section 5 of the Securities
Act and state laws if certain requirements are satisfied. These shares may be
resold without registration unless the recipient is an “underwriter” with
respect to those securities. Section 1145(b)(1) of the Bankruptcy Code defines
an “underwriter” as any person who:
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purchases
a claim against, an interest in, or a claim for an administrative expense
against the debtor, if that purchase is with a view to distributing any
security received in exchange for such a claim or
interest;
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offers
to sell securities offered under the Plan for the holders of those
securities;
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offers
to buy those securities from the holders of the securities, if the offer
to buy is (i) with a view to distributing those securities; and (ii) (a)
under an agreement made in connection with the Plan, the completion of the
Plan, or with the offer or sale of securities under the Plan; or (b) is an
“affiliate” of the issuer.
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To the
extent that persons who receive Class A Common Stock are deemed to be
“underwriters,” resales by those persons would not be exempted by section 1145
of the Bankruptcy Code from registration under the Securities Act or other
applicable law. Those persons would, however, be permitted to sell our Class A
Common Stock or other securities without registration if they are able to comply
with the provisions of Rule 144 under the Securities Act, as described further
below.
Class
A Common Stock Issued in the Rights Offering and Class B Common Stock and CII
Warrants issued to Mr. Allen
Certain
holders of notes of certain of our subsidiaries (the “Eligible Holders”) agreed
to purchase shares of our Class A Common Stock in a rights offering pursuant to
the Plan and certain commitment agreements. In addition, we issued shares of
Class B Common Stock and CII Warrants to CII (an entity controlled by Mr. Allen)
pursuant to the Plan. The Class A Common Stock issued to the Eligible
Holders pursuant to the rights offering, and the Class B Common Stock and CII
Warrants issued to CII pursuant to the Plan, are exempt from the registration
requirements of Section 5 of the Securities Act pursuant to Section 4(2)
thereof, are deemed “restricted securities” within the meaning of Rule 144 of
the Securities Act and may not be sold unless registered under the Securities
Act
21
or in
compliance with an applicable exemption therefrom. As a result, the Class A
Common Stock issued to the Eligible Holders, and Class B Common Stock and CII
Warrants issued to CII, are not freely tradeable.
Pursuant
to the Plan and a registration rights agreement that we entered into with the
members of the Crossover Committee (as defined in the Plan), CII and Mr. Allen,
we are required to use our commercially reasonable efforts to cause a shelf
registration statement covering the resale of the Class A Common Stock issued to
the members of the Crossover Committee, and any Class A Common Stock
issuable to Mr. Allen (or his designees) upon (i) exchange of its
Class B Common Stock and Holdco Units (as defined below) or (ii) exercise of its
CII Warrants, to be declared effective by the SEC no later than June 30, 2010,
permitting such Class A Common Stock to be freely tradable, subject to the
volume limitations and other restrictions set forth in Rule 144 applicable to
Class A Common Stock held by affiliates of the Company. Pursuant to
such requirement, we have filed this registration statement on Form S-1 with the
SEC. Eligible Holders that purchased less than 1% of the Class A
Common Stock in the rights offering are not entitled to registration
rights.
Holdco
Exchange Agreement
On
November 30, 2009, the Company, Charter Holdco, CII and Mr. Allen entered into
an exchange agreement (the “Holdco Exchange Agreement”), pursuant to which Mr.
Allen and certain persons and entities affiliated with Mr. Allen (together, the
“Allen Entities”) have the right and option, at any time and from time to time
on or prior to November 30, 2014, to require the Company to (i) exchange all or
any portion of their membership units in Charter Holdco (the “Holdco
Units”) for $1,000 in cash and up to 1,120,649 shares of Class A Common Stock in
a taxable transaction, (ii) exchange 100% of the equity in such Allen Entity for
$1,000 in cash and 1,120,649 shares of Class A Common Stock in a taxable
transaction, or (iii) permit such Allen Entity to merge with and into the
Company, or a wholly-owned subsidiary of the Company, or undertake tax-free
transactions similar to the taxable transactions in clauses (i) and (ii),
provided that the exchange rights described in clauses (ii) and (iii) are
subject to certain limitations. The number of shares of Class A
Common Stock that an Allen Entity receives is subject to certain adjustments,
including for certain distributions received from Charter Holdco prior to the
date the option to exchange is exercised and for certain distributions made by
the Company to holders of its Class A Common Stock. In addition, no
sooner than at least 120 days following the Effective Date, in the event that a
transaction that would constitute a Change of Control (as defined in the Lock-Up
Agreement) is approved by a majority of the members of the Board of Directors of
the Company not affiliated with the person(s) proposing such transactions, the
Company will have the right to require the Allen Entities to effect an exchange
transaction of the type elected by the Allen Entities from subclauses (i), (ii)
or (iii) above, which election is subject to certain limitations.
As of the
Effective Date, there was an aggregate of 100 Holdco Units outstanding, of which
99 were held by Charter and one (1) was held by CII. As permitted by
the Exchange Agreement, on December 28, 2009, CII exchanged 0.81 Holdco Unit for
907,698 shares of Class A Common Stock plus $1,000. As a result, as
of December 31, 2009, Charter holds 99.81 Holdco Units and CII holds 0.19 Holdco
Unit. Pursuant to the terms of the Exchange Agreement, CII can
exchange its 0.19 Holdco Unit for an additional 212,923 shares of our Class A
Common Stock on or prior to November 30, 2014.
Lock-Up
Agreement
On the
Effective Date, the Company, CII and Mr. Allen entered into a lock up agreement
(the “Lock-Up Agreement”) pursuant to which Mr. Allen and any permitted
affiliate of Mr. Allen that will hold shares of Class B Common Stock, from and
after the Effective Date to, but not including, the earliest to occur of (i)
September 15, 2014, (ii) the repayment, replacement, refinancing or substantial
modification, including any waiver, to the change of control provisions of the
CCO Credit Facility and (iii) a Change of Control (as defined in the Lock-Up
Agreement), Mr. Allen and/or any such permitted affiliate shall not transfer or
sell shares of Class B Common Stock received by such person under the Plan or
convert shares of Class B Common Stock received by such person under the Plan
into Class A Common Stock except to Mr. Allen and/or such permitted
affiliates.
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Stock
Options and Other Stock Awards
The
Plan contemplates the adoption of a new management incentive plan under which
shares of our Class A Common Stock, or options or other awards to purchase
shares of Class A Common Stock, can be issued to the Company’s directors,
management and other employees. Under our Amended and Restated 2009
Stock Incentive Plan, 7,696,786 shares of Class A Common Stock have been
reserved for issuance, and on December 16, 2009, Charter awarded 1,923,886
restricted shares of Class A Common Stock to certain of its
employees.
We have
filed a registration statement on Form S-8 covering all of the shares of Class A
Common Stock reserved for issuance under our Amended and Restated 2009 Stock
Incentive Plan, and such shares will be freely tradeable in the public market as
soon as issued subject to certain limitations applicable to affiliates and any
restrictions applicable to the vesting of awards.
Series
A Preferred Stock
On or after May 31, 2010, we may, at
our option, redeem the Series A Preferred Stock with shares of Class A Common
Stock. See "Description of Capital Stock – Preferred Stock – Series A
15% Pay-In-Kind Preferred Stock” herein. Any Class A Common Stock
issued in redemption of the Series A Preferred Stock would be freely tradeable
in the public market as soon as issued subject to certain limitations applicable
to any affiliates.
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PLAN OF DISTRIBUTION
The Class
A Common Stock offered by this prospectus may be sold or distributed from time
to time by the selling stockholders directly to one or more purchasers or
through brokers, dealers, or underwriters who may receive compensation in the
form of discounts, concessions or commissions from the selling stockholders or
the purchaser of the Class A Common Stock, which discounts, concessions or
commissions as to particular underwriters, brokers or agents may be in excess of
those customary in the type of transactions involved.
The
selling stockholders and any such broker-dealers or agents who participate in
the distribution of the Class A Common Stock may be deemed to be “underwriters.”
As a result, any profits on the sale of the Class A Common Stock by selling
stockholders and any discounts, commissions or concessions received by any such
broker-dealers or agents might be deemed to be underwriting discounts and
commissions under the Securities Act. If the selling stockholders were deemed to
be underwriters, the selling stockholders may be subject to certain statutory
liabilities as underwriters under the Securities Act.
If Class
A Common Stock is sold through underwriters or broker-dealers, the selling
stockholders will be responsible for underwriting discounts or commissions or
agent’s commissions.
The sale
of Class A Common Stock offered by this prospectus may be effected in one or
more transactions at:
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fixed
prices;
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prevailing
market prices at the time of sale;
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prices
related to prevailing market
prices;
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varying
prices determined at the time of sale;
or
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negotiated
prices.
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The sale
of the Class A Common Stock offered by this prospectus may be effected in one or
more of the following methods:
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on
any national securities exchange or quotation service on which the Class A
Common Stock may be listed or quoted at the time of the sale, including
the OTC Bulletin Board;
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transactions
involving cross or block trades;
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in
the over-the counter market;
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through
the distribution by any selling stockholder to its partners, members or
shareholders;
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in
other ways not involving market makers or established trading markets,
including direct sales to purchasers or sales effected through
agents;
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in
privately negotiated transactions;
or
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any
combination of the foregoing.
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In
connection with the sales of Class A Common Stock or otherwise, the selling
stockholders may enter into hedging transactions with broker-dealers. These
broker-dealers may in turn engage in short sales of Class A Common Stock in the
course of hedging their positions. The selling stockholders may also sell the
Class A Common Stock short and deliver the Class A Common Stock to close out
short positions, or loan or pledge the Class A Common Stock to broker-dealers
that in turn may sell the Class A Common Stock.
24
In order
to comply with the securities laws of certain states, if applicable, the shares
may be sold only through registered or licensed brokers or dealers. In addition,
in certain states, the shares may not be sold unless they have been registered
or qualified for sale in the state or an exemption from the registration or
qualification requirement is available and complied with.
We know
of no existing arrangements between any selling stockholder, any other
stockholder, broker, dealer, underwriter, or agent relating to the sale or
distribution of the shares of Class A Common Stock offered by this prospectus.
To our knowledge, there are currently no plans, arrangements or understandings
between any selling stockholders and any underwriter, broker-dealer or agent
regarding the sale of Class A Common Stock by the selling stockholders. In
addition, we cannot assure you that any such selling stockholders will not
transfer, devise or gift the Class A Common Stock by other means not described
in this prospectus. There can be no assurance that any selling stockholder will
sell any or all of the Class A Common Stock pursuant to this prospectus. In
addition, any Class A Common Stock covered by this prospectus that qualifies for
sale pursuant to Rule 144 of the Securities Act may be sold under Rule 144
rather than pursuant to this prospectus.
We will
pay all of the expenses incident to the registration, offering, and sale of the
shares of Class A Common Stock to the public, other than commissions or
discounts of underwriters, broker-dealers, or agents. Under the Plan we are also
obligated to provide customary indemnification to selling
stockholders.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to our directors, officers, and controlling persons, we have been
advised that in the opinion of the SEC this indemnification is against public
policy as expressed in the Securities Act and is therefore,
unenforceable.
We have
advised each of the selling stockholders that while it is engaged in a
distribution of the shares included in this prospectus it is required to comply
with Regulation M promulgated under the Exchange Act. With certain exceptions,
Regulation M precludes the selling stockholder, any affiliated purchasers, and
any broker-dealer or other person who participates in the distribution from
bidding for or purchasing, or attempting to induce any person to bid for or
purchase any security which is the subject of the distribution until the entire
distribution is complete. Regulation M also prohibits any bids or purchases made
in order to stabilize the price of a security in connection with the
distribution of that security. All of the foregoing may affect the marketability
of the shares offered hereby this prospectus.
This
offering will terminate on the date that all shares offered by this prospectus
have been sold by the selling stockholders.
25
EXPERTS
The consolidated financial statements
of Charter Communications, Inc. and subsidiaries as of December 31, 2008 and
2007, and for each of the years in the three-year period ended December 31,
2008, incorporated in this prospectus by reference to our Current Report on Form
8-K filed on December 4, 2009, and management’s assessment of the effectiveness
of internal control over financial reporting as of December 31, 2008,
incorporated in this prospectus by reference to our Annual Report on Form 10-K
for the year-ended December 31, 2008, have been incorporated by reference in
reliance upon the reports of KPMG LLP, independent registered public accounting
firm, on the consolidated financial statements appearing in our Current Report
on Form 8-K filed on December 4, 2009 and the effectiveness of internal control
over financial reporting appearing in our Annual Report on Form 10-K for the
year ended December 31, 2008, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
The audit report covering the December
31, 2008 consolidated financial statements refers to the adoption of Financial
Accounting Standards Board Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements—An Amendment of ARB No. 51, and
Financial Accounting Standards Board Staff Position APB 14-1, Accounting for Convertible Debt
Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash
Settlement), effective January 1, 2009.
LEGAL MATTERS
Kirkland
& Ellis LLP, New York, New York, will pass upon the validity of the
securities offered in this offering.
26
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
13. Other Expenses of Issuance and Distribution.
The
following table shows the costs and expenses payable in connection with the sale
and distribution of the securities being registered. All amounts
except the SEC registration fee are estimated.
|
Amount
|
||||
|
SEC
registration fee
|
$ | 218,108 | ||
|
Accounting
fees and expenses
|
100,000 | |||
|
Legal
fees and expenses
|
300,000 | |||
|
Printing
fees and expenses
|
100,000 | |||
|
Total
|
$ | 718,108 | ||
Item
14. Indemnification of Directors and Officers.
Our
Amended and Restated Certificate of Incorporation allows us to indemnify our
officers and directors to the fullest extent permitted by the DGCL or other
applicable law. In addition, our Amended and Restated Bylaws provide
that we must indemnify our directors and officers to the fullest extent
permitted by the DGCL. Our Amended and Restated Certificate of Incorporation
includes a provision
that eliminates the personal liability of directors to Charter or its
stockholders for monetary damages for any breach of fiduciary duty as a
director, except to the extent such exemption from liability or limitation
thereof is not permitted under the DGCL as the same exists or hereafter may be
amended.
We have
and intend to maintain director and officer liability insurance, if available on
reasonable terms. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers or persons
controlling us under the foregoing provisions, we have been informed that in the
opinion of the SEC such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.
We are
organized under the laws of the State of Delaware. Section 145 of the
DGCL, provides that a corporation may indemnify any person, including an officer
or director, who was or is, or is threatened to be made, a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of such corporation), by reason of the fact that such person is or was a
director, officer, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise. The indemnity may include expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
provided such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of such corporation, and,
with respect to any criminal actions and proceedings, had no reasonable cause to
believe that his conduct was unlawful. A Delaware corporation may
indemnify any person, including an officer or director, who was or is, or is
threatened to be made, a party to any threatened, pending or contemplated action
or suit by or in the right of such corporation, under the same conditions,
except that such indemnification is limited to expenses (including attorneys’
fees) actually and reasonably incurred by such person, and except that no
indemnification is permitted without judicial approval if such person is
adjudged to be liable to such corporation. Where an officer or
director of a corporation is successful, on the merits or otherwise, in the
defense of any action, suit or proceeding referred to above, or any claim, issue
or matter therein, the corporation must indemnify that person against the
expenses (including attorneys’ fees) which such officer or director actually and
reasonably incurred in connection therewith.
We have
entered into indemnification agreements that require us to indemnify each of our
directors and officers to the fullest extent permitted by law for any claims
made against each of these persons because he or she is, was or may be deemed to
be a stockholder, director, officer, employee, controlling person, agent or
fiduciary of
Charter
or any of our subsidiaries. We are obligated to pay the expenses of
these persons in connection with any claims that are subject to the
agreement.
Item
15. Recent Sales of Unregistered Securities.
On the Effective Date, all existing
shares of old common stock were cancelled pursuant to the Plan. In
addition, pursuant to the Plan on the Effective Date, Charter issued (i)
approximately 21.1 million shares of Class A Common Stock pro rata to holders of
CCH I Notes Claims (the “New Class A Global Stock”); (ii) approximately 86.6
million shares of Class A Common Stock to creditors that exercised rights
received in a rights offering; (iii) approximately 2.1 million shares of Class A
Common Stock to certain parties for exercising a certain overallotment option
(collectively with the common stock issued in (ii) of this paragraph, the “New
Class A Certificated Stock”, and together with the New Class A Global Stock, the
“New Class A Stock”); (iv) approximately 2.2 million shares of Class B Common
Stock to CII (the “New Class B Stock,” and together with the New Class A Stock,
the “New Common Stock”); (v) approximately 5.5 million shares of preferred stock
(the “Preferred Stock”); (vi) warrants to purchase approximately 4.7 million
shares of New Class A Stock to CII (the “CII Warrants”); (vii) warrants to
purchase approximately 6.4 million shares of New Class A Stock to holders of CIH
Notes (the “CIH Warrants”); and (viii) warrants to purchase approximately 1.3
million shares of New Class A Stock (the “CCH Warrants”). Based on
the Plan and Confirmation Order entered by the Bankruptcy Court on November 17,
2009, (i) the issuance of shares of New Class A Global Stock, the Preferred
Stock, the CIH Warrant (including shares of common stock issuable upon exercise
thereof) and the CCH Warrants (including shares of common stock issued upon
exercise thereof) described in the preceding sentence are exempt from
registration requirements of the Securities Act, in reliance on Section 1145 of
the Bankruptcy Code, and (ii) shares of New Class B Stock, New Class A
Certificated Stock and CII Warrants described in the preceding sentence are
exempt from registration requirements of the Securities Act in reliance on
Section 4(2) of the Securities Act.
Item
16. Exhibits and Financial Statement Schedules.
(a) The
following Exhibits are filed as part of this registration statement unless
otherwise indicated:
|
Exhibit
|
Description
|
|
|
3.1
|
Amended
and Restated Certificate of Incorporation of Charter Communications, Inc.
(originally incorporated July 22, 1999) (incorporated by reference to
Exhibit 3.1 to the current report on Form 8-K of Charter Communications,
Inc. filed on December 4, 2009 (File No. 001-33664)).
|
|
|
3.2
|
Amended
and Restated By-laws of Charter Communications, Inc. as of November 30,
2009 (incorporated by reference to Exhibit 3.2 to the current report on
Form 8-K of Charter Communications, Inc. filed on December 4, 2009 (File
No. 001-33664)).
|
|
|
4.1
|
Warrant
Agreement, dated as of November 30, 2009, by and between Charter
Communications, Inc. and Mellon Investor Services LLC (incorporated by
reference to Exhibit 4.1 to the current report on Form 8-K of Charter
Communications, Inc. filed on December 4, 2009 (File No.
001-33664)).
|
|
|
4.2
|
Warrant
Agreement, dated as of November 30, 2009, by and between Charter
Communications, Inc. and Mellon Investor Services LLC (incorporated by
reference to Exhibit 4.2 to the current report on Form 8-K of Charter
Communications, Inc. filed on December 4, 2009 (File No.
001-33664)).
|
|
|
4.3
|
Warrant
Agreement, dated as of November 30, 2009, by and between Charter
Communications, Inc. and Mellon Investor Services LLC (incorporated by
reference to Exhibit 4.3 to the current report on Form 8-K of Charter
Communications, Inc. filed on December 4, 2009 (File No.
001-33664)).
|
|
|
4.4
|
Lock-Up
Agreement, dated as November 30, 2009, among Charter Communications, Inc,
Paul G. Allen and Charter Investment, Inc. (incorporated by reference to
Exhibit 10.6 to the current report on Form 8-K of Charter Communications,
Inc. filed on December 4, 2009 (File No. 001-33664)).
|
|
|
5.1*
|
Legal
Opinion of Kirkland & Ellis LLP.
|
|
|
10.1
|
Commitment
Letter, dated February 11, 2009, by and among Charter Communications,
Inc., CCH I LLC, CCH II LLC, Charter Communications Operating, LLC and
certain members of the Crossover Committee (incorporated by reference to
Exhibit 10.2 to the current report on Form 8-K of Charter Communications,
Inc. filed on February 13, 2009 (File No. 001-33664)).
|
|
|
10.2(a)
|
Restructuring
Agreement, dated February 11, 2009, by and between Charter Communications,
Inc.
|
|
|
and
certain members of the Crossover Committee (incorporated by reference to
Exhibit 10.1 to the current report on Form 8-K of Charter Communications,
Inc. filed on February 13, 2009 (File No. 001-33664)).
|
|
|
10.2(b)
|
Amendment
to Restructuring Agreement, dated July 30, 2009, by and between Charter
Communications, Inc. and certain members of the Crossover Committee
(incorporated by reference to Exhibit 10.1 to the quarterly report on Form
10-Q of Charter Communications, Inc. filed on November 9, 2009 (File No.
001-33664)).
|
|
|
10.2(c)
|
Second
Amendment to Restructuring Agreement, dated September 29, 2009, by and
between Charter Communications, Inc. and certain members of the Crossover
Committee (incorporated by reference to Exhibit 10.3 to the quarterly
report on Form 10-Q of Charter Communications, Inc. filed on November 9,
2009 (File No. 001-33664)).
|
|
|
10.2(d)
|
Third
Amendment to Restructuring Agreement, dated October 13, 2009, by and
between Charter Communications, Inc. and certain members of the Crossover
Committee (incorporated by reference to Exhibit 10.5 to the quarterly
report on Form 10-Q of Charter Communications, Inc. filed on November 9,
2009 (File No. 001-33664)).
|
|
|
10.2(e)
|
Fourth
Amendment to Restructuring Agreement, dated October 30, 2009, by and
between Charter Communications, Inc. and certain members of the Crossover
Committee (incorporated by reference to Exhibit 10.7 to the quarterly
report on Form 10-Q of Charter Communications, Inc. filed on November 9,
2009 (File No. 001-33664)).
|
|
|
10.2(f)*
|
Fifth
Amendment to Restructuring Agreement, dated November 10, 2009, by and
between Charter Communications, Inc. and certain members of the Crossover
Committee.
|
|
|
10.2(g)*
|
Sixth
Amendment to Restructuring Agreement, dated November 25, 2009, by and
between Charter Communications, Inc. and certain members of the Crossover
Committee.
|
|
|
10.3(a)
|
Restructuring
Agreement, dated as of February 11, 2009, by and among Paul G. Allen,
Charter Investment, Inc. and Charter Communications, Inc. (incorporated by
reference to Exhibit 10.4 to the current report on Form 8-K of Charter
Communications, Inc. filed on February 13, 2009 (File No.
001-33664)).
|
|
|
10.3(b)
|
Amendment
to Restructuring Agreement, dated July 30, 2009, by and among Paul G.
Allen, Charter Investment, Inc. and Charter Communications, Inc.
(incorporated by reference to Exhibit 10.2 to the quarterly report on Form
10-Q of Charter Communications, Inc. filed on November 9, 2009 (File No.
001-33664)).
|
|
|
10.3(c)
|
Second
Amendment to Restructuring Agreement, dated September 29, 2009, by and
among Paul G. Allen, Charter Investment, Inc. and Charter Communications,
Inc. (incorporated by reference to Exhibit 10.4 to the quarterly report on
Form 10-Q of Charter Communications, Inc. filed on November 9, 2009 (File
No. 001-33664)).
|
|
|
10.3(d)
|
Third
Amendment to Restructuring Agreement, dated October 13, 2009, by and among
Paul G. Allen, Charter Investment, Inc. and Charter Communications, Inc.
(incorporated by reference to Exhibit 10.6 to the quarterly report on Form
10-Q of Charter Communications, Inc. filed on November 9, 2009 (File No.
001-33664)).
|
|
|
10.3(e)
|
Fourth
Amendment to Restructuring Agreement, dated October 30, 2009, by and among
Paul G. Allen, Charter Investment, Inc. and Charter Communications, Inc.
(incorporated by reference to Exhibit 10.8 to the quarterly report on Form
10-Q of Charter Communications, Inc. filed on November 9, 2009 (File No.
001-33664)).
|
|
|
10.3(f)*
|
Fifth
Amendment to Restructuring Agreement, dated November 11, 2009, by and
among Paul G. Allen, Charter Investment, Inc. and Charter Communications,
Inc.
|
|
|
10.3(g)*
|
Sixth
Amendment to Restructuring Agreement, dated November 25, 2009, by and
among Paul G. Allen, Charter Investment, Inc. and Charter Communications,
Inc.
|
|
|
10.4
|
Indenture
relating to the 8 3/4% Senior Notes due 2013, dated as of November 10,
2003, by and among CCO Holdings, LLC, CCO Holdings Capital Corp. and Wells
Fargo Bank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to
Charter Communications, Inc.'s current report on Form 8-K filed on
November 12, 2003 (File No. 000-27927)).
|
|
|
10.5
|
Indenture
relating to the 8% senior second lien notes due 2012 and 8 3/8% senior
second lien notes due 2014, dated as of April 27, 2004, by and among
Charter Communications Operating, LLC, Charter Communications Operating
Capital Corp. and Wells Fargo Bank, N.A. as trustee (incorporated by
reference to Exhibit 10.32 to Amendment No. 2 to the registration
statement on Form S-4 of CCH II, LLC filed on May 5, 2004 (File No.
333-111423)).
|
|
10.6(a)
|
Indenture
relating to the 10.875% senior second lien notes due 2014 dated as of
March 19, 2008, by and among Charter Communications Operating, LLC,
Charter Communications Operating Capital Corp. and Wilmington Trust
Company, trustee (incorporated by reference to Exhibit 10.1 to the
quarterly report filed on Form 10-Q of Charter Communications, Inc. filed
on May 12, 2008 (File No. 000-027927)).
|
|
|
10.6(b)
|
Collateral
Agreement, dated as of March 19, 2008 by and among Charter Communications
Operating, LLC, Charter Communications Operating Capital Corp., CCO
Holdings, LLC and certain of its subsidiaries in favor of Wilmington Trust
Company, as trustee (incorporated by reference to Exhibit 10.2 to the
quarterly report filed on Form 10-Q of Charter Communications, Inc. filed
on May 12, 2008 (File No. 000-027927)).
|
|
|
10.7
|
Indenture
relating to the 13.5% senior notes due 2016, dated as of November 30,
2009, by and among CCH II, LLC, CCH II Capital Corp. and The Bank of New
York Mellon Trust Company, NA (incorporated by reference to Exhibit 10.1
to the current report on Form 8-K of Charter Communications, Inc. filed on
December 4, 2009 (File No. 001-33664)).
|
|
|
10.8
|
Registration
Rights Agreement, dated as of November 30, 2009, by and among Charter
Communications, Inc. and certain investors listed therein (incorporated by
reference to Exhibit 10.2 to the current report on Form 8-K of Charter
Communications, Inc. filed on December 4, 2009 (File No.
001-33664)).
|
|
|
10.9
|
Exchange
and Registration Rights Agreement, dated as of November 30, 2009, by and
among CCH II, LLC, CCH II Capital Corp and certain investors listed
therein (incorporated by reference to Exhibit 10.3 to the current report
on Form 8-K of Charter Communications, Inc. filed on December 4, 2009
(File No. 001-33664)).
|
|
|
10.10
|
Amended
and Restated Limited Liability Company Agreement, dated as of November 30,
2009, among Charter Communications, Inc, Charter Investment, Inc. and
Charter Communications Holding Company, LLC (incorporated by reference to
Exhibit 10.4 to the current report on Form 8-K of Charter Communications,
Inc. filed on December 4, 2009 (File No. 001-33664)).
|
|
|
10.11
|
Exchange
Agreement, dated as of November 30, 2009, among Charter Communications,
Inc., Charter Investment, Inc., Paul G. Allen and Charter Communications
Holding Company, LLC (incorporated by reference to Exhibit 10.5 to the
current report on Form 8-K of Charter Communications, Inc. filed on
December 4, 2009 (File No. 001-33664)).
|
|
|
10.12
|
Amended
and Restated Management Agreement, dated as of June 19, 2003, between
Charter Communications Operating, LLC and Charter Communications, Inc.
(incorporated by reference to Exhibit 10.4 to the quarterly report on Form
10-Q filed by Charter Communications, Inc. on August 5, 2003 (File No.
333-83887)).
|
|
|
10.13
|
Second
Amended and Restated Mutual Services Agreement, dated as of June 19, 2003
between Charter Communications, Inc. and Charter Communications Holding
Company, LLC (incorporated by reference to Exhibit 10.5(a) to the
quarterly report on Form 10-Q filed by Charter Communications, Inc. on
August 5, 2003 (File No. 000-27927)).
|
|
|
10.14
|
Amended
and Restated Credit Agreement, dated as of March 6, 2007, among Charter
Communications Operating, LLC, CCO Holdings, LLC, the lenders from time to
time parties thereto and JPMorgan Chase Bank, N.A., as administrative
agent (incorporated by reference to Exhibit 10.1 to the current report on
Form 8-K of Charter Communications, Inc. filed on March 12, 2007 (File No.
000-27927)).
|
|
|
10.15
|
Amended
and Restated Guarantee and Collateral Agreement made by CCO Holdings, LLC,
Charter Communications Operating, LLC and certain of its subsidiaries in
favor of JPMorgan Chase Bank, N.A., as administrative agent, dated as of
March 18, 1999, as amended and restated as of March 6, 2007 (incorporated
by reference to Exhibit 10.2 to the current report on Form 8-K of Charter
Communications, Inc. filed on March 12, 2007 (File No.
000-27927)).
|
|
|
10.16
|
Credit
Agreement, dated as of March 6, 2007, among CCO Holdings, LLC, the lenders
from time to time parties thereto and Bank of America, N.A., as
administrative agent (incorporated by reference to Exhibit 10.3 to the
current report on Form 8-K of Charter Communications, Inc. filed on March
12, 2007 (File No. 000-27927)).
|
|
|
10.17
|
Pledge
Agreement made by CCO Holdings, LLC in favor of Bank of America, N.A., as
Collateral Agent, dated as of March 6, 2007 (incorporated by reference to
Exhibit 10.4 to the current report on Form 8-K of Charter Communications,
Inc. filed on March 12, 2007 (File No. 000-27927)).
|
|
|
10.18+
|
Charter
Communications, Inc. Amended and Restated 2009 Stock Incentive Plan
(incorporated by
|
| reference to Exhibit 10.1 to the Current Report on Form 8-K of Charter Communications, Inc. filed on December 21, 2009 (File No. 001-33664)). | ||
|
10.19+
|
Amended
and Restated Employment Agreement dated as of July 1, 2008, by and between
Neil Smit and Charter Communications, Inc. (incorporated by reference, to
Exhibit 10.1 to the current report on Form 8-K of Charter Communications,
Inc. filed on September 30, 2008 (File No. 000-27927)).
|
|
|
10.20+
|
Amendment
to Employment Agreement of Neil Smit, dated November 30, 2009
(incorporated by reference to Exhibit 10.7 to the current report on Form
8-K of Charter Communications, Inc. filed on December 4, 2009 (File No.
001-33664)).
|
|
|
10.21+
|
Amended
and Restated Employment Agreement between Eloise E. Schmitz and Charter
Communications, Inc., dated as of July 1, 2008 (incorporated by reference
to Exhibit 10.4 to the quarterly report on Form 10-Q of Charter
Communications, Inc. filed on August 5, 2008 (File No.
000-27927)).
|
|
|
10.22+
|
Amendment
to Amended and Restated Employment Agreement of Eloise Schmitz, dated
November 30, 2009 (incorporated by reference to Exhibit 10.8 to the
current report on Form 8-K of Charter Communications, Inc. filed on
December 4, 2009 (File No. 001-33664)).
|
|
|
10.23+
|
Amended
and Restated Employment Agreement between Michael J. Lovett and Charter
Communications, Inc., dated as of August 1, 2007 (incorporated by
reference to Exhibit 10.3 to the quarterly report on Form 10-Q of Charter
Communications, Inc. filed on August 2, 2007 (File No.
000-27927)).
|
|
|
10.24+
|
Amendment
to the Amended and Restated Employment Agreement between Michael J. Lovett
and Charter Communications, Inc., dated as of March 5, 2008
(incorporated by reference to Exhibit 10.5 to the quarterly report on Form
10-Q of Charter Communications, Inc., filed on May 12, 2008 (File No.
000-27927)).
|
|
|
10.25+
|
Amended
and Restated Employment Agreement between Marwan Fawaz and Charter
Communications, Inc. dated August 1, 2007 (incorporated by reference to
Exhibit 10.52(a) to the annual report on Form 10-K of Charter
Communications, Inc. filed on March 16, 2009 (File No.
000-27927)).
|
|
|
10.26+
|
Amendment
to Amended and Restated Employment Agreement between Marwan Fawaz and
Charter Communications, Inc. dated as of March 5, 2008(incorporated
by reference to Exhibit 10.52(b) to the annual report on Form 10-K of
Charter Communications, Inc. filed on March 16, 2009 (File No.
000-27927)).
|
|
|
10.27+
|
Amendment
to Amended and Restated Employment Agreement of Marwan Fawaz, dated
November 30, 2009 (incorporated by reference to Exhibit 10.9 to the
current report on Form 8-K of Charter Communications, Inc. filed on
December 4, 2009 (File No. 001-33664)).
|
|
|
10.28+
|
Amended
and Restated Employment Agreement between Grier C. Raclin and Charter
Communications, Inc., dated as of August 1, 2007 (incorporated by
reference to Exhibit 10.4 to the quarterly report on Form 10-Q of Charter
Communications, Inc. filed on August 2, 2007 (File No.
000-27927)).
|
|
|
10.29+
|
Amendment
to the Amended and Restated Employment Agreement between Grier C. Raclin
and Charter Communications, Inc., dated as of March 5, 2008
(incorporated by reference to Exhibit 10.6 to the quarterly report on Form
10-Q of Charter Communications, Inc. filed on May 12, 2008 (File No.
000-27927)).
|
|
|
10.30+
|
Amendment
to the Amended and Restated Employment Agreement of Grier C. Raclin, dated
November 30, 2009 (incorporated by reference to Exhibit 10.10 to the
current report on Form 8-K of Charter Communications, Inc. filed on
December 4, 2009 (File No. 001-33664)).
|
|
|
10.31+
|
Separation
Agreement and Release, dated December 15, 2009, by and between Grier C.
Raclin and Charter Communications, Inc. (incorporated by reference to
Exhibit 99.1 to the current report on Form 8-K of Charter Communications,
Inc. filed on December 21, 2009 (File No. 001-33664).
|
|
|
10.32+
|
Charter
Communications, Inc. Value Creation Plan adopted on March 12, 2009
(incorporated by reference to Exhibit 10.1 to the quarterly report on Form
10-Q of Charter Communications, Inc. filed on May 7, 2009 (File No.
001-33664)).
|
|
|
10.33
|
Debtors’
Disclosure Statement filed pursuant to Chapter 11 of the United States
Bankruptcy Code filed on May 1, 2009 with the United States Bankruptcy
Court for the Southern District of New York in Case No. 09-11435 (Jointly
Administered) (incorporated by reference to Exhibit 10.1 to the quarterly
report on Form 10-Q of Charter Communications, Inc. filed on August 6,
2009 (File No. 001-33664).
|
|
10.34
|
Debtors’
Joint Plan of Reorganization filed pursuant to Chapter 11 of the United
States Bankruptcy Code filed on July 15, 2009 with the United States
Bankruptcy Court for the Southern District of New York in Case No.
09-11435 (Jointly Administered) (incorporated by reference to Exhibit 10.2
to the quarterly report on Form 10-Q of Charter Communications, Inc. filed
on August 6, 2009 (File No. 001-33664).
|
|
|
21.1*
|
Subsidiaries
of Charter Communications, Inc.
|
|
|
23.1*
|
Consent
of KPMG LLP
|
|
|
23.2
|
Consent
of Kirkland & Ellis LLP (included as part of Exhibit
5.1).
|
|
|
24.1
|
Power
of Attorney (included on the signature
page).
|
|
|
_____________________
|
|
*
|
Filed
herewith.
|
|
+
|
Management
compensatory plan or arrangement.
|
(b) Financial
Statement Schedules.
Schedules
have been omitted because the information set forth therein is not material, not
applicable or is included in the financial statements or related notes of the
prospectus which forms a part of this registration statement.
Item
17. Undertakings
|
a)
|
The
undersigned registrant hereby
undertakes:
|
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective
registration statement;
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
|
b)
|
Insofar
as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that
a
|
|
|
claim
for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
|
|
c)
|
The
undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became
effective.
|
|
d)
|
The
undersigned registrant hereby undertakes
that:
|
|
|
(1)
For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared
effective.
|
(2) For
the purpose of determining any liability under the Securities Act of 1933, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering
thereof.
|
e)
|
The
undersigned hereby undertakes to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the
latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act
of 1934; and, where interim financial information required to be presented
by Article 3 of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim
financial information.
|
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the county of St. Louis, state of
Missouri, on December 31, 2009.
CHARTER
COMMUNICATIONS, INC.
/s/ Kevin D. Howard
Kevin D.
Howard
Senior Vice President
– Finance, Controller and Chief Accounting Officer
* * * * * *
The
remainder of this page is intentionally left blank.
POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints Eloise E. Schmitz,
Gregory L. Doody, Richard R. Dykhouse and Paul J. Rutterer, and each of them
singly, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and any and all
additional registration statements pursuant to Rule 462(b) of the Securities Act
of 1933, as amended, and to file the same, with all exhibits thereto, and all
other documents in connection therewith, with the SEC, granting unto each said
attorney-in-fact and agents full power and authority to do and perform each and
every act in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or either of them or their or his or her substitute
or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated.
|
Signature
|
Title
|
Date
|
|
/s/ Neil
Smit
Neil
Smit
|
President,
Chief Executive Officer, Director
(Principal
Executive Officer)
|
December
31, 2009
|
|
/s/ Eloise E.
Schmitz
Eloise
E. Schmitz
|
Chief
Financial Officer
(Principal
Financial Officer)
|
December
31, 2009
|
|
/s/ Kevin D.
Howard
Kevin
D. Howard
|
Chief
Accounting Officer
(Principal
Accounting Officer)
|
December
31, 2009
|
|
/s/ Eric L.
Zinterhofer
Eric
L. Zinterhofer
|
Director
|
December
31, 2009
|
|
/s/ W. Lance
Conn
W.
Lance Conn
|
Director
|
December
31, 2009
|
|
/s/ Darren
Glatt
Darren
Glatt
|
Director
|
December
31, 2009
|
|
/s/ Bruce A.
Karsh
Bruce
A. Karsh
|
Director
|
December
31, 2009
|
|
/s/ John D. Markley,
Jr.
John
D. Markley, Jr.
|
Director
|
December
31, 2009
|
|
/s/ William L.
McGrath
William
L. McGrath
|
Director
|
December
31, 2009
|
|
/s/ David C.
Merritt
David
C. Merritt
|
Director
|
December
31, 2009
|
|
/s/ Christopher M.
Temple
Christopher
M. Temple
|
Director
|
December
31, 2009
|
|
/s/ Robert
Cohn
Robert
Cohn
|
Director
|
December
31, 2009
|
|
Exhibit
|
Description
|
|
|
3.1
|
Amended
and Restated Certificate of Incorporation of Charter Communications, Inc.
(originally incorporated July 22, 1999) (incorporated by reference to
Exhibit 3.1 to the current report on Form 8-K of Charter Communications,
Inc. filed on December 4, 2009 (File No. 001-33664)).
|
|
|
3.2
|
Amended
and Restated By-laws of Charter Communications, Inc. as of November 30,
2009 (incorporated by reference to Exhibit 3.2 to the current report on
Form 8-K of Charter Communications, Inc. filed on December 4, 2009 (File
No. 001-33664)).
|
|
|
4.1
|
Warrant
Agreement, dated as of November 30, 2009, by and between Charter
Communications, Inc. and Mellon Investor Services LLC (incorporated by
reference to Exhibit 4.1 to the current report on Form 8-K of Charter
Communications, Inc. filed on December 4, 2009 (File No.
001-33664)).
|
|
|
4.2
|
Warrant
Agreement, dated as of November 30, 2009, by and between Charter
Communications, Inc. and Mellon Investor Services LLC (incorporated by
reference to Exhibit 4.2 to the current report on Form 8-K of Charter
Communications, Inc. filed on December 4, 2009 (File No.
001-33664)).
|
|
|
4.3
|
Warrant
Agreement, dated as of November 30, 2009, by and between Charter
Communications, Inc. and Mellon Investor Services LLC (incorporated by
reference to Exhibit 4.3 to the current report on Form 8-K of Charter
Communications, Inc. filed on December 4, 2009 (File No.
001-33664)).
|
|
|
4.4
|
Lock-Up
Agreement, dated as November 30, 2009, among Charter Communications, Inc,
Paul G. Allen and Charter Investment, Inc. (incorporated by reference to
Exhibit 10.6 to the current report on Form 8-K of Charter Communications,
Inc. filed on December 4, 2009 (File No. 001-33664)).
|
|
|
5.1*
|
Legal
Opinion of Kirkland & Ellis LLP.
|
|
|
10.1
|
Commitment
Letter, dated February 11, 2009, by and among Charter Communications,
Inc., CCH I LLC, CCH II LLC, Charter Communications Operating, LLC and
certain members of the Crossover Committee (incorporated by reference to
Exhibit 10.2 to the current report on Form 8-K of Charter Communications,
Inc. filed on February 13, 2009 (File No. 001-33664)).
|
|
|
10.2(a)
|
Restructuring
Agreement, dated February 11, 2009, by and between Charter Communications,
Inc. and certain members of the Crossover Committee (incorporated by
reference to Exhibit 10.1 to the current report on Form 8-K of Charter
Communications, Inc. filed on February 13, 2009 (File No.
001-33664)).
|
|
|
10.2(b)
|
Amendment
to Restructuring Agreement, dated July 30, 2009, by and between Charter
Communications, Inc. and certain members of the Crossover Committee
(incorporated by reference to Exhibit 10.1 to the quarterly report on Form
10-Q of Charter Communications, Inc. filed on November 9, 2009 (File No.
001-33664)).
|
|
|
10.2(c)
|
Second
Amendment to Restructuring Agreement, dated September 29, 2009, by and
between Charter Communications, Inc. and certain members of the Crossover
Committee (incorporated by reference to Exhibit 10.3 to the quarterly
report on Form 10-Q of Charter Communications, Inc. filed on November 9,
2009 (File No. 001-33664)).
|
|
|
10.2(d)
|
Third
Amendment to Restructuring Agreement, dated October 13, 2009, by and
between Charter Communications, Inc. and certain members of the Crossover
Committee (incorporated by reference to Exhibit 10.5 to the quarterly
report on Form 10-Q of Charter Communications, Inc. filed on November 9,
2009 (File No. 001-33664)).
|
|
|
10.2(e)
|
Fourth
Amendment to Restructuring Agreement, dated October 30, 2009, by and
between Charter Communications, Inc. and certain members of the Crossover
Committee (incorporated by reference to Exhibit 10.7 to the quarterly
report on Form 10-Q of Charter Communications, Inc. filed on November 9,
2009 (File No. 001-33664)).
|
|
|
10.2(f)*
|
Fifth
Amendment to Restructuring Agreement, dated November 10, 2009, by and
between Charter Communications, Inc. and certain members of the Crossover
Committee.
|
|
|
10.2(g)*
|
Sixth
Amendment to Restructuring Agreement, dated November 25, 2009, by and
between Charter Communications, Inc. and certain members of the Crossover
Committee.
|
|
|
10.3(a)
|
Restructuring
Agreement, dated as of February 11, 2009, by and among Paul G. Allen,
Charter Investment, Inc. and Charter Communications, Inc. (incorporated by
reference to Exhibit 10.4 to the current report on Form 8-K of Charter
Communications, Inc. filed on February 13, 2009 (File No.
001-33664)).
|
|
|
10.3(b)
|
Amendment
to Restructuring Agreement, dated July 30, 2009, by and among Paul G.
Allen, Charter
|
|
|
Investment,
Inc. and Charter Communications, Inc. (incorporated by reference to
Exhibit 10.2 to the quarterly report on Form 10-Q of Charter
Communications, Inc. filed on November 9, 2009 (File No.
001-33664)).
|
|
|
10.3(c)
|
Second
Amendment to Restructuring Agreement, dated September 29, 2009, by and
among Paul G. Allen, Charter Investment, Inc. and Charter Communications,
Inc. (incorporated by reference to Exhibit 10.4 to the quarterly report on
Form 10-Q of Charter Communications, Inc. filed on November 9, 2009 (File
No. 001-33664)).
|
|
|
10.3(d)
|
Third
Amendment to Restructuring Agreement, dated October 13, 2009, by and among
Paul G. Allen, Charter Investment, Inc. and Charter Communications, Inc.
(incorporated by reference to Exhibit 10.6 to the quarterly report on Form
10-Q of Charter Communications, Inc. filed on November 9, 2009 (File No.
001-33664)).
|
|
|
10.3(e)
|
Fourth
Amendment to Restructuring Agreement, dated October 30, 2009, by and among
Paul G. Allen, Charter Investment, Inc. and Charter Communications, Inc.
(incorporated by reference to Exhibit 10.8 to the quarterly report on Form
10-Q of Charter Communications, Inc. filed on November 9, 2009 (File No.
001-33664)).
|
|
|
10.3(f)*
|
Fifth
Amendment to Restructuring Agreement, dated November 11, 2009, by and
among Paul G. Allen, Charter Investment, Inc. and Charter Communications,
Inc.
|
|
|
10.3(g)*
|
Sixth
Amendment to Restructuring Agreement, dated November 25, 2009, by and
among Paul G. Allen, Charter Investment, Inc. and Charter Communications,
Inc.
|
|
|
10.4
|
Indenture
relating to the 8 3/4% Senior Notes due 2013, dated as of November 10,
2003, by and among CCO Holdings, LLC, CCO Holdings Capital Corp. and Wells
Fargo Bank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to
Charter Communications, Inc.'s current report on Form 8-K filed on
November 12, 2003 (File No. 000-27927)).
|
|
|
10.5
|
Indenture
relating to the 8% senior second lien notes due 2012 and 8 3/8% senior
second lien notes due 2014, dated as of April 27, 2004, by and among
Charter Communications Operating, LLC, Charter Communications Operating
Capital Corp. and Wells Fargo Bank, N.A. as trustee (incorporated by
reference to Exhibit 10.32 to Amendment No. 2 to the registration
statement on Form S-4 of CCH II, LLC filed on May 5, 2004 (File No.
333-111423)).
|
|
|
10.6(a)
|
Indenture
relating to the 10.875% senior second lien notes due 2014 dated as of
March 19, 2008, by and among Charter Communications Operating, LLC,
Charter Communications Operating Capital Corp. and Wilmington Trust
Company, trustee (incorporated by reference to Exhibit 10.1 to the
quarterly report filed on Form 10-Q of Charter Communications, Inc. filed
on May 12, 2008 (File No. 000-027927)).
|
|
|
10.6(b)
|
Collateral
Agreement, dated as of March 19, 2008 by and among Charter Communications
Operating, LLC, Charter Communications Operating Capital Corp., CCO
Holdings, LLC and certain of its subsidiaries in favor of Wilmington Trust
Company, as trustee (incorporated by reference to Exhibit 10.2 to the
quarterly report filed on Form 10-Q of Charter Communications, Inc. filed
on May 12, 2008 (File No. 000-027927)).
|
|
|
10.7
|
Indenture
relating to the 13.5% senior notes due 2016, dated as of November 30,
2009, by and among CCH II, LLC, CCH II Capital Corp. and The Bank of New
York Mellon Trust Company, NA (incorporated by reference to Exhibit 10.1
to the current report on Form 8-K of Charter Communications, Inc. filed on
December 4, 2009 (File No. 001-33664)).
|
|
|
10.8
|
Registration
Rights Agreement, dated as of November 30, 2009, by and among Charter
Communications, Inc. and certain investors listed therein (incorporated by
reference to Exhibit 10.2 to the current report on Form 8-K of Charter
Communications, Inc. filed on December 4, 2009 (File No.
001-33664)).
|
|
|
10.9
|
Exchange
and Registration Rights Agreement, dated as of November 30, 2009, by and
among CCH II, LLC, CCH II Capital Corp and certain investors listed
therein (incorporated by reference to Exhibit 10.3 to the current report
on Form 8-K of Charter Communications, Inc. filed on December 4, 2009
(File No. 001-33664)).
|
|
|
10.10
|
Amended
and Restated Limited Liability Company Agreement, dated as of November 30,
2009, among Charter Communications, Inc, Charter Investment, Inc. and
Charter Communications Holding Company, LLC (incorporated by reference to
Exhibit 10.4 to the current report on Form 8-K of Charter Communications,
Inc. filed on December 4, 2009 (File No. 001-33664)).
|
|
|
10.11
|
Exchange
Agreement, dated as of November 30, 2009, among Charter Communications,
Inc., Charter Investment, Inc., Paul G. Allen and Charter Communications
Holding Company, LLC
|
|
|
(incorporated
by reference to Exhibit 10.5 to the current report on Form 8-K of Charter
Communications, Inc. filed on December 4, 2009 (File No.
001-33664)).
|
|
|
10.12
|
Amended
and Restated Management Agreement, dated as of June 19, 2003, between
Charter Communications Operating, LLC and Charter Communications, Inc.
(incorporated by reference to Exhibit 10.4 to the quarterly report on Form
10-Q filed by Charter Communications, Inc. on August 5, 2003 (File No.
333-83887)).
|
|
|
10.13
|
Second
Amended and Restated Mutual Services Agreement, dated as of June 19, 2003
between Charter Communications, Inc. and Charter Communications Holding
Company, LLC (incorporated by reference to Exhibit 10.5(a) to the
quarterly report on Form 10-Q filed by Charter Communications, Inc. on
August 5, 2003 (File No. 000-27927)).
|
|
|
10.14
|
Amended
and Restated Credit Agreement, dated as of March 6, 2007, among Charter
Communications Operating, LLC, CCO Holdings, LLC, the lenders from time to
time parties thereto and JPMorgan Chase Bank, N.A., as administrative
agent (incorporated by reference to Exhibit 10.1 to the current report on
Form 8-K of Charter Communications, Inc. filed on March 12, 2007 (File No.
000-27927)).
|
|
|
10.15
|
Amended
and Restated Guarantee and Collateral Agreement made by CCO Holdings, LLC,
Charter Communications Operating, LLC and certain of its subsidiaries in
favor of JPMorgan Chase Bank, N.A., as administrative agent, dated as of
March 18, 1999, as amended and restated as of March 6, 2007 (incorporated
by reference to Exhibit 10.2 to the current report on Form 8-K of Charter
Communications, Inc. filed on March 12, 2007 (File No.
000-27927)).
|
|
|
10.16
|
Credit
Agreement, dated as of March 6, 2007, among CCO Holdings, LLC, the lenders
from time to time parties thereto and Bank of America, N.A., as
administrative agent (incorporated by reference to Exhibit 10.3 to the
current report on Form 8-K of Charter Communications, Inc. filed on March
12, 2007 (File No. 000-27927)).
|
|
|
10.17
|
Pledge
Agreement made by CCO Holdings, LLC in favor of Bank of America, N.A., as
Collateral Agent, dated as of March 6, 2007 (incorporated by reference to
Exhibit 10.4 to the current report on Form 8-K of Charter Communications,
Inc. filed on March 12, 2007 (File No. 000-27927)).
|
|
|
10.18+
|
Charter
Communications, Inc. Amended and Restated 2009 Stock Incentive Plan
(incorporated by reference to Exhibit 10.1 to the Current Report on Form
8-K of Charter Communications, Inc. filed on December 21, 2009 (File No.
001-33664)).
|
|
|
10.19+
|
Amended
and Restated Employment Agreement dated as of July 1, 2008, by and between
Neil Smit and Charter Communications, Inc. (incorporated by reference, to
Exhibit 10.1 to the current report on Form 8-K of Charter Communications,
Inc. filed on September 30, 2008 (File No. 000-27927)).
|
|
|
10.20+
|
Amendment
to Employment Agreement of Neil Smit, dated November 30, 2009
(incorporated by reference to Exhibit 10.7 to the current report on Form
8-K of Charter Communications, Inc. filed on December 4, 2009 (File No.
001-33664)).
|
|
|
10.21+
|
Amended
and Restated Employment Agreement between Eloise E. Schmitz and Charter
Communications, Inc., dated as of July 1, 2008 (incorporated by reference
to Exhibit 10.4 to the quarterly report on Form 10-Q of Charter
Communications, Inc. filed on August 5, 2008 (File No.
000-27927)).
|
|
|
10.22+
|
Amendment
to Amended and Restated Employment Agreement of Eloise Schmitz, dated
November 30, 2009 (incorporated by reference to Exhibit 10.8 to the
current report on Form 8-K of Charter Communications, Inc. filed on
December 4, 2009 (File No. 001-33664)).
|
|
|
10.23+
|
Amended
and Restated Employment Agreement between Michael J. Lovett and Charter
Communications, Inc., dated as of August 1, 2007 (incorporated by
reference to Exhibit 10.3 to the quarterly report on Form 10-Q of Charter
Communications, Inc. filed on August 2, 2007 (File No.
000-27927)).
|
|
|
10.24+
|
Amendment
to the Amended and Restated Employment Agreement between Michael J. Lovett
and Charter Communications, Inc., dated as of March 5, 2008
(incorporated by reference to Exhibit 10.5 to the quarterly report on Form
10-Q of Charter Communications, Inc., filed on May 12, 2008 (File No.
000-27927)).
|
|
|
10.25+
|
Amended
and Restated Employment Agreement between Marwan Fawaz and Charter
Communications, Inc. dated August 1, 2007 (incorporated by reference to
Exhibit 10.52(a) to the annual report on Form 10-K of Charter
Communications, Inc. filed on March 16, 2009 (File No.
000-27927)).
|
|
|
10.26+
|
Amendment
to Amended and Restated Employment Agreement between Marwan Fawaz and
|
|
|
Charter
Communications, Inc. dated as of March 5, 2008(incorporated by
reference to Exhibit 10.52(b) to the annual report on Form 10-K of Charter
Communications, Inc. filed on March 16, 2009 (File No.
000-27927)).
|
|
|
10.27+
|
Amendment
to Amended and Restated Employment Agreement of Marwan Fawaz, dated
November 30, 2009 (incorporated by reference to Exhibit 10.9 to the
current report on Form 8-K of Charter Communications, Inc. filed on
December 4, 2009 (File No. 001-33664)).
|
|
|
10.28+
|
Amended
and Restated Employment Agreement between Grier C. Raclin and Charter
Communications, Inc., dated as of August 1, 2007 (incorporated by
reference to Exhibit 10.4 to the quarterly report on Form 10-Q of Charter
Communications, Inc. filed on August 2, 2007 (File No.
000-27927)).
|
|
|
10.29+
|
Amendment
to the Amended and Restated Employment Agreement between Grier C. Raclin
and Charter Communications, Inc., dated as of March 5, 2008
(incorporated by reference to Exhibit 10.6 to the quarterly report on Form
10-Q of Charter Communications, Inc. filed on May 12, 2008 (File No.
000-27927)).
|
|
|
10.30+
|
Amendment
to the Amended and Restated Employment Agreement of Grier C. Raclin, dated
November 30, 2009 (incorporated by reference to Exhibit 10.10 to the
current report on Form 8-K of Charter Communications, Inc. filed on
December 4, 2009 (File No. 001-33664)).
|
|
|
10.31+
|
Separation
Agreement and Release, dated December 15, 2009, by and between Grier C.
Raclin and Charter Communications, Inc. (incorporated by reference to
Exhibit 99.1 to the current report on Form 8-K of Charter Communications,
Inc. filed on December 21, 2009 (File No. 001-33664).
|
|
|
10.32+
|
Charter
Communications, Inc. Value Creation Plan adopted on March 12, 2009
(incorporated by reference to Exhibit 10.1 to the quarterly report on Form
10-Q of Charter Communications, Inc. filed on May 7, 2009 (File No.
001-33664)).
|
|
|
10.33
|
Debtors’
Disclosure Statement filed pursuant to Chapter 11 of the United States
Bankruptcy Code filed on May 1, 2009 with the United States Bankruptcy
Court for the Southern District of New York in Case No. 09-11435 (Jointly
Administered) (incorporated by reference to Exhibit 10.1 to the quarterly
report on Form 10-Q of Charter Communications, Inc. filed on August 6,
2009 (File No. 001-33664).
|
|
|
10.34
|
Debtors’
Joint Plan of Reorganization filed pursuant to Chapter 11 of the United
States Bankruptcy Code filed on July 15, 2009 with the United States
Bankruptcy Court for the Southern District of New York in Case No.
09-11435 (Jointly Administered) (incorporated by reference to Exhibit 10.2
to the quarterly report on Form 10-Q of Charter Communications, Inc. filed
on August 6, 2009 (File No. 001-33664).
|
|
|
21.1*
|
Subsidiaries
of Charter Communications, Inc.
|
|
|
23.1*
|
Consent
of KPMG LLP
|
|
|
23.2
|
Consent
of Kirkland & Ellis LLP (included as part of Exhibit
5.1).
|
|
|
24.1
|
Power
of Attorney (included on the signature
page).
|