ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Issuance of 5.125% Senior Notes due 2027
On
March 29, 2017 (the Closing Date), CCO Holdings, LLC (CCO Holdings) and CCO Holdings Capital Corp. (together with CCO Holdings, the Issuers), subsidiaries of Charter Communications, Inc. (the
Company), issued $1.0 billion aggregate principal amount of 5.125% Senior Notes due 2027 (the Additional Notes), which will form part of the same series of the Issuers $1.0 billion principal amount of 5.125%
Senior Notes due 2027 issued on February 6, 2017 (together with the Additional Notes, the Notes). The Additional Notes were sold to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A and
outside the United States to
non-U.S.
persons in reliance on Regulation S. The Additional Notes have not been registered under the Securities Act of 1933, as amended (the Securities Act), or any
state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state
securities laws.
In connection therewith, the Issuers entered into the below agreements.
Indenture
On February 6, 2017, the Issuers
entered into a Third Supplemental Indenture with The Bank of New York Mellon Trust Company, N. A., as trustee (the Trustee), providing for the issuance of the Notes and the terms thereof (the Supplemental Indenture). The
Supplemental Indenture supplements a base indenture entered into on November 20, 2015, among the Issuers and the Trustee (the Base Indenture and, together with the Supplemental Indenture, the Indenture) providing for the
issuance of the Notes generally. The Indenture provides, among other things, that the Notes are general unsecured obligations of the Issuers. Interest is payable on the Notes on each May 1 and November 1, commencing November 1, 2017.
At any time and from time to time prior to May 1, 2022, the Issuers may redeem the outstanding Notes in whole or in part at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, on such Notes
to the redemption date, plus a make-whole premium. On or after May 1, 2022, the Issuers may redeem some or all of the outstanding Notes at redemption prices set forth in the Supplemental Indenture. In addition, at any time prior to May 1,
2020, the Issuers may redeem up to 40% of the aggregate principal amount of the Notes using net proceeds from certain equity offerings at a redemption price, as determined by the Issuers, equal to 105.125% of the principal amount thereof, plus
accrued and unpaid interest and special interest, if any, to the redemption date, provided that certain conditions are met. The Notes are not guaranteed.
The terms of the Indenture, among other things, limit the ability of the Issuers to incur additional debt and issue preferred stock; pay dividends or make
other restricted payments; make certain investments; grant liens; allow restrictions on the ability of certain of their subsidiaries to pay dividends or make other payments; sell assets; merge or consolidate with other entities; and enter into
transactions with affiliates.
Subject to certain limitations, in the event of a Change of Control (as defined in the Supplemental Indenture), the Issuers
will be required to make an offer to purchase all of the Notes at a price equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest and special interest, if any, to the date of repurchase thereof.
The Indenture provides for customary events of default, which include (subject in certain cases to customary grace and cure periods), among others,
nonpayment of principal or interest; breach of other covenants or agreements in the Indenture; failure to pay certain other indebtedness; failure to pay certain final judgments; failure of certain guarantees to be enforceable; and certain events of
bankruptcy or insolvency. Generally, if an event of default occurs, the Trustee or the holders of at least 30% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.
Exchange and Registration Rights Agreement
In connection with the sale of the Additional Notes, the Issuers entered into an Exchange and Registration Rights Agreement with respect to the Additional
Notes, dated as of March 29, 2017 (the Exchange and Registration Rights Agreement), with Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Wells Fargo
Securities, LLC, Credit Suisse Securities (USA) LLC, UBS Securities, LLC and Goldman, Sachs & Co., as representatives of the several Purchasers (as defined in the Exchange and Registration Rights Agreement). In certain circumstances, under
the Exchange and Registration Rights Agreement, the Issuers have agreed to file a registration statement with respect to an offer to exchange the Additional Notes for a new issue of substantially identical notes registered under the Securities Act,
to cause the exchange offer registration statement to be declared effective and to consummate the exchange offer no later than 450 days following February 6, 2017. The Issuers may be required to provide a shelf registration statement to cover
resales of the Additional Notes under certain circumstances. If the foregoing obligations are not satisfied, the Issuers may be required to pay holders of the Additional Notes additional interest at a rate of 0.25% per annum of the principal amount
thereof for 90 days immediately following the occurrence of any registration default. Thereafter, the amount of additional interest will increase by an additional 0.25% per annum of the principal amount thereof to 0.50% per annum of the principal
amount thereof until all registration defaults have been cured.
Copies of the Supplemental Indenture and the form of the Additional Notes were previously
filed on CCO Holdings Current Report on Form
8-K
filed with the SEC on February 6, 2017 as Exhibit 4.1 and 4.2 respectively thereto, and are each incorporated herein by reference. Copy of the
Exchange and Registration Rights Agreement is filed herewith as Exhibit 10.1 and incorporated herein by reference. The foregoing descriptions of the Supplemental Indenture, the Additional Notes and the Exchange and Registration Rights Agreement do
not purport to be complete and are qualified in their entirety by reference to the full text of those documents.