- The Washington Times - Friday, March 27, 2009

Charter Communications Inc. on Friday filed for a prearranged Chapter 11 bankruptcy to get relief from its creditors, as the nation’s fourth-largest cable operator strives to keep its head above water and still compete with phone companies and satellite TV providers.

The St. Louis-based company seeks to emerge from bankruptcy as early as the end of summer and doesn’t plan on selling any of its assets to competitors. After Chapter 11, interest costs at Charter, which has never posted a profit since going public in 1999 due to massive debt interest payments, will be cut in half to $830 million a year.

The filing restructures about $8 billion of debt at Charter, which is controlled by Microsoft Corp. co-founder Paul Allen, but leaves about $13 billion of debt on its books. Allen will control 35 percent of the votes in the reorganized company.

In the bankruptcy, Allen’s 51 percent equity stake in the cable operator will be wiped out, along with shares of other stockholders. Allen also holds some debt and preferred stock.

Charter filed a prearranged bankruptcy, which has the agreement of major bond holders. The rest of the debtors will be dealt with through bankruptcy court.



The cable operator racked up massive amounts of debt as it grew through acquiring cable systems. For years the company has ducked insolvency, but it is now coming up against tight credit and billions of dollars of debt coming due.

On Friday, Fitch Ratings downgraded its issuer default rating on Charter and its subsidiaries to “D” _ its lowest rating and indicates bankruptcy _ from “C.” The rating measures Charter’s vulnerability to defaulting on its debt. Fitch also affirmed certain senior unsecured, senior secured and convertible senior debt.

It also raised its rating on some credit facilities due to definition changes at Fitch and unrelated to the bankruptcy. The actions affect $21.7 billion of debt.

While the bankruptcy does provide relief, it remains to be seen whether Charter can finally post a net profit with a smaller debt load during a recession.

“That’s the question,” said Matt Dundon, an analyst at Miller Tabak Roberts. “It really depends on what your expectations are of the development of cash flow in the business.”

Charter is bullish: It expects to post free cash flow of $500 million in 2010.

Charter’s troubles could make it more vulnerable to competition, as they target the cable operator’s 5.5 million subscribers in 27 states. The company noted that the bankruptcy aims to restructure its balance sheet, but operations remain solid. In the fourth quarter, adjusted earnings before interest, taxes, depreciation and amortization rose by 10 percent.

Charter had about $21.7 billion in debt at the end of 2008. Bondholders that agreed to restructure $8 billion of the debt will get almost full ownership in the new company, and some old debt was exchanged for new debt. After the bankruptcy, the company will have $13 billion mainly in bank debt, which expires from 2013 to 2016.

Bondholders agreed to invest over $3 billion in the company, including up to $2 billion to buy up equity, $1.2 billion in debt to be rolled over and $267 million in new debt.

In a statement, Charter Chief Executive and President Neil Smit said the restructuring “is good news” for the company and its customers.

“We look forward to an expeditious restructuring, and once completed, we believe that Charter will be a stronger company,” Smit said.

Charter said that along with the bankruptcy filing it filed motions requesting permission to keep employee wage and benefits programs running and to continue customer programs without interruptions. Charter also plans to continue paying trade creditors in full.

Standard & Poor’s Rating Services lowered Charter’s corporate credit and issue-level ratings to “D” while Moody’s Investors Service cut its probability of default rating to “D” but affirmed all of the company’s other ratings and its “stable” outlook.

The company named Gregory L. Doody as Chief Restructuring Officer. Doody has worked on restructurings for companies including Calpine Corp. and HealthSouth Corp.

Kirkland & Ellis LLP is serving as Charter’s legal counsel, Lazard as its financial adviser and AlixPartners LLP as restructuring advisor.

Shares of Charter fell by half a penny, or 16 percent, to 3 cents on Friday.

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