Charter 2005 Annual Report Download - page 141

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES 2005 FORM 10-K
Notes to Consolidated Financial Statements (continued)
affirmative covenants and negative covenants as those contained wholly owned direct subsidiary, CCH II. Such pledge is subject
in the indentures governing the March 1999, January 2000, to significant limitations as described in the related pledge
January 2001 and May 2001 Charter Holdings notes. agreement. Interest on the CCH I notes accrues at 11% per
annum and is payable semi-annually in arrears on each April 1
CCH I Holdings, LLC Notes. In September 2005, CIH and CCH I and October 1, commencing on April 1, 2006. As of
Holdings Capital Corp. jointly issued $2.5 billion total principal December 31, 2005, there was $3.5 billion in total principal
amount of 9.920% to 13.500% senior accreting notes due 2014 amount outstanding, $3.7 billion in accreted value outstanding
and 2015 in exchange for an aggregate amount of $2.4 billion of and $3.5 billion in accreted value for legal purposes and notes
Charter Holdings notes due 2011 and 2012, spread over six indentures purposes.
series of notes and with varying interest rates. The notes are The CCH I notes are senior debt obligations of CCH I and
guaranteed by Charter Holdings. As of December 31, 2005, CCH I Capital Corp. To the extent of the value of the
there was $2.5 billion in total principal amount and accreted collateral, they rank senior to all of CCH I’s future unsecured
value outstanding and $2.1 billion in accreted value for legal senior indebtedness. The CCH I notes are structurally subordi-
purposes and notes indentures purposes. Interest on the CIH nated to all obligations of subsidiaries of CCH I, including the
notes is payable semi-annually in arrears as follows: CCH II notes, CCO Holdings notes, the Renaissance notes, the
Charter Operating notes and the Charter Operating credit
Start Date For facilities.
Semi-Annual Interest
Interest Payment Payment on Maturity CCH I and CCH I Capital Corp. may, prior to October 1,
Dates Discount Notes Date 2008 in the event of a qualified equity offering providing
11.125% senior notes due 2014 1/15&7/15 1/15/14 sufficient proceeds, redeem up to 35% of the aggregate principal
9.920% senior discount notes amount of the CCH I notes at a redemption price of 111% of
due 2014 4/1&10/1 4/1/14 the principal amount plus accrued and unpaid interest. Aside
10.000% senior notes due 2014 5/15&11/15 5/15/14 from this provision, CCH I and CCH I Capital Corp. may not
11.750% senior discount notes
due 2014 5/15&11/15 11/15/06 5/15/14 redeem at their option any of the notes prior to October 1,
13.500% senior discount notes 2010. On or after October 1, 2010, CCH I and CCH I Capital
due 2014 1/15&7/15 7/15/06 1/15/14 Corp. may redeem, in whole or in part, CCH I notes at
12.125% senior discount notes
due 2015 1/15&7/15 7/15/07 1/15/15 anytime, in each case at a premium. The optional redemption
price declines to 100% of the principal amount, plus accrued
The CIH notes are senior debt obligations of CIH and and unpaid interest, on or after October 1, 2013.
CCH I Holdings Capital Corp. They rank equally with all other If a change of control occurs, each holder of the CCH I
current and future unsecured, unsubordinated obligations of CIH notes will have the right to require the repurchase of all or any
and CCH I Holdings Capital Corp. The CIH notes are part of that holder’s CCH I notes at 101% of the principal
structurally subordinated to all obligations of subsidiaries of CIH, amount plus accrued and unpaid interest.
including the CCH I notes, the CCH II notes, the CCO CCH II Notes. In September 2003, CCH II and CCH II Capital
Holdings notes, the Renaissance notes, the Charter Operating Corp. jointly issued $1.6 billion total principal amount of
notes and the Charter Operating credit facilities. 10.25% senior notes due 2010 and in January 2006, they issued
The CIH notes may not be redeemed at the option of the an additional $450 million principal amount of these notes. The
issuers until September 30, 2007. On or after such date, the CIH CCH II notes are general unsecured obligations of CCH II and
notes may be redeemed at any time, in each case at a premium. CCH II Capital Corp. They rank equally with all other current
The optional redemption price declines to 100% of the or future unsubordinated obligations of CCH II and CCH II
respective series’ principal amount, plus accrued and unpaid Capital Corp. The CCH II notes are structurally subordinated to
interest, on or after varying dates in 2009 and 2010. all obligations of subsidiaries of CCH II, including the CCO
In the event that a specified change of control event Holdings notes, the Renaissance notes, the Charter Operating
happens, CIH and CCH I Holdings Capital Corp. must offer to notes and the Charter Operating credit facilities.
repurchase any outstanding notes at a price equal to the sum of Interest on the CCH II notes accrues at 10.25% per annum
the accreted value of the notes plus accrued and unpaid interest and is payable semi-annually in arrears on each March 15 and
plus a premium that varies over time. September 15.
CCH I, LLC Notes. In September 2005, CCH I and CCH I Capital At any time prior to September 15, 2006, the issuers of the
Corp. jointly issued $3.5 billion total principal amount of CCH II notes may redeem up to 35% of the total principal
11.000% senior secured notes due October 2015 in exchange for amount of the CCH II notes on a pro rata basis at a redemption
an aggregate amount of $4.2 billion of certain Charter Holdings price equal to 110.25% of the principal amount of CCH II notes
notes. The notes are guaranteed by Charter Holdings and are redeemed, plus any accrued and unpaid interest.
secured by a pledge of 100% of the equity interest of CCH I’s
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