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Published on 8/12/2003 in the Prospect News High Yield Daily.

Charter restructures $1.7 billion note offering, issues talk, pricing expected Thursday

By Paul A. Harris

St. Louis, Aug. 12 - Charter Communications Inc. restructured its $1.7 billion offering of senior notes (CCC-) and issued price talk, according to a syndicate source.

The deal is expected to price on Thursday afternoon, the source added.

Price talk is 9¼%-9½% on a tranche of seven-year non-call-four notes and 9 3/8%-9 5/8% on a tranche of 10-year non-call-five notes. Tranche sizes remained to be determined. Both tranches both will be issued by and Charter Communications Holdings II and CCH II Capital Corp. and will feature three-year 35% equity clawbacks.

Originally the deal was structured as two $850 million 10-year non-call-five senior note tranches, one to be issued by Charter Communications Holdings I and CCH I Capital Corp., the other by Charter Communications Holdings II and CCH II Capital Corp.

The deal was restructured in part because CCH I was subordinated to CCH II; the restructuring was undertaken in part to eliminate confusion.

Citigroup, Banc of America Securities and JP Morgan are joint bookrunners on the Rule 144A (with registration rights) offering. The co-managers are Morgan Stanley, BNP Paribas, Credit Lyonnais, Fleet Securities, Harris Nesbitt, Lehman Brothers, RBC, Scotia Capital, TD Securities, UBS Investment Bank and US Bancorp Piper Jaffrey,

Proceeds will be used to fund the tender and repay debt.

Charter is a St. Louis-based cable operator.


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