8-K 1 body.htm CCH CCH II CCOH FORM 8K body.htm

 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 FORM 8-K
 
Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): June 12, 2008
 
 
Charter Communications Holdings, LLC
Charter Communications Holdings Capital Corporation
CCH II, LLC
CCH II Capital Corp.
CCO Holdings, LLC
CCO Holdings Capital Corp.
(Exact name of registrants as specified in their charters) 
 
Delaware
(State or Other Jurisdiction of Incorporation or Organization) 
 
 333-77499
  
 43-1843179
333-77499-01
  
43-1843177
 333-111423
  
03-0511293
 333-111423-01
  
 13-4257703
 333-112593
  
86-1067239
 333-112593-01
  
20-0259004
 (Commission File Number)
  
(I.R.S. Employer Identification Number)

12405 Powerscourt Drive
St. Louis, Missouri   63131
(Address of principal executive offices including zip code) 

(314) 965-0555
(Registrants' telephone number, including area code) 

Not Applicable 
(Former name or former address, if changed since last report) 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
 
 

ITEM 8.01 OTHER EVENTS.
 
On June 12, 2008,  Charter Communications, Inc. (the "Company"), the indirect parent company of Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation, CCH II, LLC, CCH II Capital Corp., CCO Holdings, LLC and CCO Holdings Capital Corp., announced that it has extended the early participation deadline for the pending private offer (the "Offer") by its indirect subsidiaries, CCH II, LLC and CCH II Capital Corp. (collectively "CCH II"), until 11:59 PM ET on June 27, 2008. The exchange ratio range will remain as previously announced.    The Offer, announced on May 29, provided for the exchange of up to $500 million principal amount of CCH II's existing 10.25% Senior Notes due 2010 (the "Old Notes") for additional 10.25% Senior Notes due 2013 of CCH II (the "New Notes).  Old Notes tendered pursuant to the Offer may no longer be withdrawn.

The Offer is being conducted as a modified “Dutch auction,” pursuant to which holders of the Old Notes will have the opportunity to specify an exchange ratio at which they would be willing to exchange Old Notes for New Notes. The New Notes will be offered to qualified institutional buyers in reliance on Rule 144A and outside the United States to non-U.S. persons in reliance on Regulation S.

The press release announcing the Offer is attached hereto as Exhibit 99.1.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

The following exhibits are filed pursuant to Item 8.01:
 
Exhibit
Number
 
Description
 
 
 
99.1  
Press Release dated June 12, 2008 (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on June 17, 2008 (File No. 000-27927)).
 
 
 
SIGNATURES
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation, CCH II, LLC, CCH II Capital Corp., CCO Holdings, LLC, and CCO Holdings Capital Corp. have duly caused this quarterly report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
Charter Communications Holdings, LLC
Registrant
By: CHARTER COMMUNICATIONS, INC., Sole Manager
 
Dated: June 17, 2008

 
By:/s/ Kevin D. Howard
Name: Kevin D. Howard
Title: Vice President, Controller and Chief Accounting Officer
 
 

 
Charter Communications Holdings Capital Corporation
Registrant

Dated: June 17, 2008

 
By:/s/ Kevin D. Howard
Name: Kevin D. Howard
Title: Vice President, Controller and Chief Accounting Officer
 
 

 
CCH II, LLC
Registrant
By: CHARTER COMMUNICATIONS, INC., Sole Manager
 
Dated: June 17, 2008

 
By:/s/ Kevin D. Howard
Name: Kevin D. Howard
Title: Vice President, Controller and Chief Accounting Officer
 
 
 
 
CCH II Capital Corp.
Registrant
 
Dated: June 17, 2008
 
 
By:/s/ Kevin D. Howard
Name: Kevin D. Howard
Title: Vice President, Controller and Chief Accounting Officer
 

 
 
CCO Holdings, LLC
Registrant
By: CHARTER COMMUNICATIONS, INC., Sole Manager
 
Dated: June 17, 2008

 
By:/s/ Kevin D. Howard
Name: Kevin D. Howard
Title: Vice President, Controller and Chief Accounting Officer
 

 
 
CCO Holdings Capital Corp.
Registrant
 
Dated: June 17, 2008

 
By:/s/ Kevin D. Howard
Name: Kevin D. Howard
Title: Vice President, Controller and Chief Accounting Officer
 
 
 
 
Exhibit Index
 
Exhibit
Number
 
Description
 
 
 
99.1  
Press Release dated June 12, 2008 (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on June 17, 2008 (File No. 000-27927)).