Charter 2003 Annual Report Download - page 19

passed. In 2003, revenues from high-speed data services increased 65%. See ""Ì Products and Services'' and
""Management's Discussion and Analysis of Financial Condition and Results of Operations.''
Charter Communications Operating, LLC ReÑnancing
In April 2004, our subsidiaries, Charter Operating and Charter Communications Operating Capital
Corp., sold $1.5 billion of senior second lien notes in a private transaction. Additionally, Charter Operating
amended and restated its existing $5.1 billion credit facilities, among other things, to defer maturities and
increase availability under those facilities to approximately $6.5 billion, consisting of a $1.5 billion 6-year
revolving credit facility, a $2.0 billion 6-year term loan facility and a $3.0 billion 7-year term loan facility,
Charter Operating used the additional borrowings under the amended and restated credit facilities, together
with proceeds from the sale of the Charter Operating senior second lien notes, to reÑnance the credit facilities
of its subsidiaries, CC VI Operating Company, LLC, (""CC VI Operating''), Falcon Cable Communications,
LLC (""Falcon'') and CC VIII Operating LLC (""CC VIII Operating''), all in one concurrent transaction.
The eÅect of the transaction, among other things, was to substitute Charter Operating as the lender in place of
the banks under those subsidiaries' credit facilities.
Asset Sales
On October 1, 2003, our subsidiaries closed the sale of cable systems serving approximately 25,000 cus-
tomers in Port Orchard, Washington, for a total price of approximately $91 million, subject to adjustments.
On March 1, 2004, our subsidiary, Charter Holdings, and several of its subsidiaries closed the sale of
cable systems in Florida, Pennsylvania, Maryland, Delaware and West Virginia with Atlantic Broadband
Finance, LLC. The Company closed on the sale of an additional cable system in New York to Atlantic
Broadband Finance, LLC in April 2004. Subject to post-closing contractual adjustments, the Company
expects the total net proceeds from the sale of all these systems to be approximately $733 million, of which
$10 million is currently held in an indemnity escrow account (with the unused portion thereof to be released
by March 1, 2005). The net proceeds received to date have been used to repay a portion of amounts
outstanding under subsidiary credit facilities. At December 31, 2003, the systems sold in this transaction
served approximately 230,800 analog video customers, 83,300 digital video customers and 37,800 high-speed
data customers.
CCH II Debt Exchanges
On September 23, 2003, we and our subsidiaries, CCH II, LLC (""CCH II'') and Charter Holdings,
purchased, in a non-monetary transaction, a total of approximately $609 million principal amount of our
outstanding convertible senior notes and approximately $1.3 billion principal amount of the senior notes and
senior discount notes issued by Charter Holdings from institutional investors in a small number of privately
negotiated transactions. As consideration for these securities, CCH II issued approximately $1.6 billion
principal amount of 10.25% senior notes due 2010, achieving approximately $294 million of debt discount.
CCH II also issued an additional $30 million principal amount of 10.25% senior notes for an equivalent
amount of cash and used the net proceeds for transaction costs and general corporate purposes.
November 2003 CCO Holdings Sale of Senior Notes
In November 2003, our subsidiary, CCO Holdings, LLC (""CCO Holdings''), sold $500 million total
principal amount of 8∂% senior notes and used the net proceeds of such sale to repay approximately
$486 million principal amount of bank debt of our subsidiaries. In November 2003, we terminated our
previously announced commitment for a secured loan facility with Vulcan Inc. as a result of this transaction.
Early 2004 Debt for Equity Conversions
In early 2004, the Company privately negotiated the exchanges of $162 million and $477 million principal
amount of Charter's 5.75% and 4.75% convertible senior notes, respectively, held by unrelated parties for
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