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Published on 12/30/2011 in the Prospect News High Yield Daily and Prospect News Liability Management Daily.

Charter subsidiaries complete tender offer for three notes series

By Jennifer Chiou

New York, Dec. 29 - Charter Communications, Inc. said its subsidiaries Charter Communications Operating, LLC and CCH II, LLC closed their oversubscribed tender offer for up to a $1 billion purchase price at 11:59 p.m. ET on Dec. 28.

As previously reported, the companies had received tenders for $1,309,000,000 of notes as of 5 p.m. ET on Dec. 13, the early tender date in a tender offer that began Nov. 30. Specifically, holders had tendered $407 million of Charter Operating's 8% senior second-lien notes due 2012, $234 million of Charter Operating's 10 7/8% senior second-lien notes due 2014 and $668 million of CCH's 13½% senior notes due 2016.

The 8% notes tendered by the early tender date were accepted for purchase on Dec. 14.

Since the early deadline, holders tendered an additional $75,000 of 10 7/8% notes and $1.4 million of 13½% notes.

Charter accepted for payment all tendered 8% notes, which represented 44.84% of the outstanding amount; all of the tendered 10 7/8% notes, which made up 42.93% of the outstanding tally; and a prorated $286 million of the 13½% notes, which was 37.91% of the outstanding amount.

The subsidiaries offered to purchase the following:

• Any and all of Charter Operating's $907 million of 8% notes;

• An amount of Charter Operating's $545,896,000 of 10 7/8% notes up to the maximum purchase price less the amount used to purchase the 8% notes; and

• An amount of CCH II's $1,766,207,000 of 13½% notes up to the maximum purchase price less the amount used to purchase the 8% notes and 10 7/8% notes.

For each $1,000 principal amount, the purchase price was $1,025.00 for the 8% notes, $1,073.75 for the 10 7/8% notes and $1,160.00 for the 13½% notes. These prices included a $25.00 premium for notes tendered by the early tender date.

The company also paid accrued interest up to but excluding the applicable payment date.

The offer was funded with drawdowns under Charter's revolving credit facility and the proceeds of the $750 million of 7 3/8% senior notes due 2020 priced by subsidiaries CCO Holdings, LLC and CCO Holdings Capital Corp. on Nov. 30.

Bank of America Merrill Lynch (800 292-0070 or 646 855-3401), Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106) and Credit Suisse Securities (USA) LLC (800 820-1653 or 212 325-5912) were the dealer managers for the tender offer. Global Bondholder Services Corp. (866 389-1500 or 212 430-3774) was the information agent.

Charter is a St. Louis-based cable operator and broadband communications company.


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