Charter 2006 Annual Report Download - page 63

CHARTER COMMUNICATIONS, INC. 2006 FORM 10-K
and have varying interest rates as set forth in the table above 2010 Notes’’) and, in September 2006, issued $250 million total
under ‘‘Liquidity and Capital Resources — Overview of Our Debt principal amount of 10.25% senior notes due 2013 (the ‘‘CCH II
and Liquidity.’’ The Charter Holdings notes are senior debt 2013 Notes’’ and, together with the CCH II 2010 Notes, the
obligations of Charter Holdings and Charter Capital. They rank ‘‘CCH II notes’’) in exchange for an aggregate of $270 million of
equally with all other current and future unsecured, certain Charter Holdings notes. The CCH II Notes are senior
unsubordinated obligations of Charter Holdings and Charter debt obligations of CCH II and CCH II Capital Corp. They
Capital. They are structurally subordinated to the obligations of rank equally with all other current and future unsecured,
Charter Holdings’ subsidiaries, including the CIH notes, the unsubordinated obligations of CCH II and CCH II Capital Corp.
CCH I notes, CCH II notes, the CCO Holdings notes, the The CCH II 2013 Notes are guaranteed on a senior unsecured
Charter Operating notes, and the Charter Operating credit basis by Charter Holdings. The CCH II notes are structurally
facilities. subordinated to all obligations of subsidiaries of CCH II,
including the CCO Holdings notes, the Charter Operating notes
CCH I Holdings, LLC Notes and the Charter Operating credit facilities.
In September 2005, CIH and CCH I Holdings Capital Corp.
jointly issued $2.5 billion total principal amount of 9.92% to CCO Holdings, LLC Notes
13.50% senior accreting notes due 2014 and 2015 in exchange In November 2003 and August 2005, CCO Holdings and CCO
for an aggregate amount of $2.4 billion of Charter Holdings Holdings Capital Corp. jointly issued $500 million and $300 mil-
notes due 2011 and 2012, issued over six series of notes and lion, respectively, total principal amount of 83
/4% senior notes
with varying interest rates as set forth in the table above under due 2013 ( the ‘‘CCOH 2013 Notes’’) and, in December 2004,
‘‘Liquidity and Capital Resources — Overview of Our Debt and issued $550 million total principal amount of senior floating rate
Liquidity.’’ The notes are guaranteed on a senior unsecured notes due 2010 (the ‘‘CCOH 2010 Notes and, together with the
basis by Charter Holdings. CCOH 2013 Notes, the CCOH Notes’’). The CCO Holdings
The CIH notes are senior debt obligations of CIH and senior floating rate notes have an annual interest rate of LIBOR
CCH I Holdings Capital Corp. They rank equally with all other plus 4.125%, which resets and is payable quarterly in arrears on
current and future unsecured, unsubordinated obligations of CIH each March 15, June 15, September 15 and December 15.
and CCH I Holdings Capital Corp. The CIH notes are The CCO Holdings notes are senior debt obligations of
structurally subordinated to all obligations of subsidiaries of CIH, CCO Holdings and CCO Holdings Capital Corp. They rank
including the CCH I notes, the CCH II notes, the CCO equally with all other current and future unsecured,
Holdings notes, the Charter Operating notes and the Charter unsubordinated obligations of CCO Holdings and CCO Hold-
Operating credit facilities. ings Capital Corp. The CCO Holdings notes are structurally
subordinated to all obligations of subsidiaries of CCO Holdings,
CCH I, LLC Notes including the Charter Operating notes and the Charter Operat-
In September 2005, CCH I and CCH I Capital Corp. jointly ing credit facilities.
issued $3.5 billion total principal amount of 11% senior secured
notes due October 2015 in exchange for an aggregate amount of Charter Communications Operating, LLC Notes
$4.2 billion of certain Charter Holdings notes and, in September On April 27, 2004, Charter Operating and Charter Communica-
2006, issued an additional $462 million total principal amount of tions Operating Capital Corp. jointly issued $1.1 billion of
such notes in exchange for an aggregate of $527 million of 8% senior second-lien notes due 2012 and $400 million of
certain Charter Holdings notes. The notes are guaranteed on a 83
/8% senior second-lien notes due 2014. In March and June
senior unsecured basis by Charter Holdings and are secured by 2005, Charter Operating consummated exchange transactions
a pledge of 100% of the equity interest of CCH I’s wholly with a small number of institutional holders of Charter Holdings
owned direct subsidiary, CCH II, and by a pledge of the CC 8.25% senior notes due 2007 pursuant to which Charter
VIII interests, and the proceeds thereof. Such pledges are subject Operating issued, in private placement transactions, approxi-
to significant limitations as described in the related pledge mately $333 million principal amount of its 83
/8% senior second-
agreement. lien notes due 2014 in exchange for approximately $346 million
The CCH I notes are senior debt obligations of CCH I and of the Charter Holdings 8.25% senior notes due 2007.
CCH I Capital Corp. To the extent of the value of the Subject to specified limitations, CCO Holdings and those
collateral, they rank senior to all of CCH I’s future unsecured subsidiaries of Charter Operating that are guarantors of, or
senior indebtedness. The CCH I notes are structurally subordi- otherwise obligors with respect to, indebtedness under the
nated to all obligations of subsidiaries of CCH I, including the Charter Operating credit facilities and related obligations are
CCH II notes, CCO Holdings notes, the Charter Operating required to guarantee the Charter Operating notes. The note
notes and the Charter Operating credit facilities. guarantee of each such guarantor is:
(a senior obligation of such guarantor;
CCH II, LLC Notes
In September 2003 and January 2006, CCH II and CCH II (structurally senior to the outstanding CCO Holdings notes
Capital Corp. jointly issued approximately $2.2 billion total (except in the case of CCO Holdings’ note guarantee,
principal amount of 10.25% senior notes due 2010 (the ‘‘CCH II which is structurally pari passu with such senior notes), the
49