S&P gives Charter notes CCC-

Standard & Poor's said it assigned its CCC- rating to the proposed aggregate $400 million senior notes of CCH II LLC and CCH II Capital Corp., which are indirect subsidiaries of Charter Communications Inc.

The CCC+ corporate credit rating and all other ratings on Charter and its subsidiaries were affirmed. The outlook is negative, S&P said.

Affirmed ratings include Charter's senior unsecured debt at CCC-, Charter Communications Holdings LLC's corporate credit rating at CCC+ and senior unsecured debt at CCC-, Charter Communications Operating LLCs corporate credit rating at CCC+, senior secured credit facility at B and second-lien notes at B- as well as Renaissance Media Capital Corp.'s senior unsecured debt at CCC+.

S&P said the ratings on Charter continue to reflect high financial risk from aggressive debt-financed acquisitions and capital expenditures, intense competitive pressure from satellite direct-to-home TV providers, weak revenue and EBITDA trends, uncertain prospects for discretionary cash flow generation in the foreseeable future and pressure from significant debt maturities beginning in 2007.

These factors constrain the rating despite the company's position as the still-dominant provider of pay-TV services in its markets, a degree of EBITDA stability from largely subscription-based revenues, advanced services growth and good system asset values, the agency said.

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