Charter Announces Initial Results of Tender Offers

ST. LOUIS, Dec. 14, 2011 /PRNewswire/ -- Charter Communications, Inc. (NASDAQ: CHTR) (along with its subsidiaries, the "Company" or "Charter") today announced the results of the tender offers by its subsidiaries, Charter Communications Operating, LLC ("Charter Operating") and CCH II, LLC ("CCH II"), commenced November 30, 2011 for the outstanding debt securities listed below and tendered and not withdrawn by the Early Tender Date.

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                      Issuer CUSIP Nos.   Title of Security  Aggregate Tender Offer  Early Tender                Total
                                                         Principal Consideration (1) Payment (1,2)        Consideration (1,2)
                             Amount Outstanding
    ---                      ------------------
    Charter Operating        161175AA2 8.000% Senior Second             $907,000,000 $1,000.00     $25.00                     $1,025.00
                             U16109AA5  Lien Notes due 2012
    ---                      ---------  -------------------
    Charter Operating        161175AG9 10.875% Senior Second            $545,896,000 $1,048.75     $25.00                     $1,073.75
                             U16109AC1  Lien Notes due 2014
    ---                      ---------  -------------------
    CCH II                   12502CAS0  13.500% Senior Notes          $1,766,207,000 $1,135.00     $25.00                     $1,160.00
                             12501CAT8        due 2016
    ---                      ---------        --------

    (1) Per $1,000 principal amount
     of Notes and excluding accrued
     and unpaid interest, which will
     be paid in addition to the total
     consideration or purchase price,
     as applicable, set forth in this
     table.
    (2) Per $1,000 principal amount
     of Notes tendered on or prior to
     the Early Tender Date.

The Early Tender Date for the cash tender offers was 5:00 p.m., New York City time, on Tuesday, December 13, 2011, with holders of approximately $407 million aggregate principal amount of Charter Operating's 8.00% second lien notes ("2012 Notes"), $234 million aggregate principal amount of Charter Operating's 10.875% second lien notes ("2014 Notes") and $668 million aggregate principal amount of CCH II's 13.50% senior notes ("2016 Notes" and, together with the 2012 Notes and the 2014 Notes, the "Notes") having validly tendered their Notes. The aggregate purchase price (including the early tender premium listed below) will not exceed $1.0 billion (the "Maximum Purchase Price"). The 2012 Notes validly tendered at or prior to the Early Tender Date were accepted for purchase today, December 14, 2011.

Each tender offer is scheduled to expire at 11:59 p.m. EST, on December 28, 2011, unless extended or earlier terminated (the "Expiration Date"). Subject to the satisfaction of the conditions to the tender offers and only in an aggregate amount up to the Maximum Purchase Price, the payment date for 2014 Notes and 2016 Notes and any additionally tendered 2012 Notes will be promptly after the Expiration Date.

Holders may obtain copies of the Offer to Purchase from the Information Agent for the tender offers, Global Bondholder Services Corporation, at (212) 430-3774 (collect) and (866) 389-1500 (toll free).

BofA Merrill Lynch, Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC are serving as the Dealer Managers for the tender offer. Questions regarding the tender offer may be directed to BofA Merrill Lynch, Debt Advisory Services at (800) 292-0070 (toll free) or (646) 855-3401 (collect); Citigroup Global Markets Inc., Liability Management Group at (800) 558-3745 (toll free) or (212) 723-6106 (collect) or Credit Suisse Securities (USA) LLC, Liability Management Group at (800) 820-1653 (toll free) or (212) 325-5912 (collect).

Neither the Company, Charter Operating, CCH II, the Dealer Managers, the Information Agent nor any other person makes any recommendation as to whether holders of Notes should tender their Notes, and no one has been authorized to make such a recommendation.

This announcement is not an offer to purchase, or the solicitation of an offer to sell the Notes. The tender offers may only be made pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This release includes forward-looking statements, regarding, among other things, our plans, strategies and prospects, both business and financial. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions including, without limitation, the factors described under "Risk Factors" from time to time in our filings with the Securities and Exchange Commission ("SEC"). Many of the forward-looking statements contained in this release may be identified by the use of forward-looking words such as "believe," "expect," "anticipate," "should," "planned," "will," "may," "intend," "estimated," "aim," "on track," "target," "opportunity," "tentative," "positioning" and "potential," among others. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this release are set forth in other reports or documents that we file from time to time with the SEC, and include, but are not limited to:

    --  our ability to sustain and grow revenues and free cash flow by offering
        video, Internet, telephone, advertising and other services to
        residential and commercial customers, to adequately meet the customer
        experience demands in our markets and to maintain and grow our customer
        base, particularly in the face of increasingly aggressive competition,
        the need for innovation and the related capital expenditures and the
        difficult economic conditions in the United States;
    --  the impact of competition from other market participants, including but
        not limited to incumbent telephone companies, direct broadcast satellite
        operators, wireless broadband and telephone providers, and digital
        subscriber line ("DSL") providers and competition from video provided
        over the Internet;
    --  general business conditions, economic uncertainty or downturn, high
        unemployment levels and the level of activity in the housing sector;
    --  our ability to obtain programming at reasonable prices or to raise
        prices to offset, in whole or in part, the effects of higher programming
        costs (including retransmission consents);
    --  the effects of governmental regulation on our business;
    --  the availability and access, in general, of funds to meet our debt
        obligations, prior to or when they become due, and to fund our
        operations and necessary capital expenditures, either through (i) cash
        on hand, (ii) free cash flow, or (iii) access to the capital or credit
        markets; and
    --  our ability to comply with all covenants in our indentures and credit
        facilities, any violation of which, if not cured in a timely manner,
        could trigger a default of our other obligations under cross-default
        provisions.

All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by this cautionary statement. We are under no duty or obligation to update any of the forward-looking statements after the date of this release.

SOURCE Charter Communications, Inc.