ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Issuance of 5.125% Senior Notes due 2027
On
April 20, 2017 (the “Closing Date”), CCO Holdings, LLC (“CCO Holdings”) and CCO Holdings Capital Corp. (together with CCO Holdings, the “CCOH Issuers”), subsidiaries of Charter Communications, Inc. (the
“Company”), issued $1.25 billion aggregate principal amount of 5.125% Senior Notes due 2027 (the “Additional Notes”), which will form part of the same series of the CCOH Issuers’ $1.0 billion principal amount of 5.125%
Senior Notes due 2027 issued on February 6, 2017 and March 29, 2017 (together with the Additional Notes, the “2027 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 CCOH Issuers entered into the below agreements.
Unsecured Notes Indenture
On February 6,
2017, the CCOH 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 2027 Notes and the terms thereof (the “Third
Supplemental Indenture”). The Third Supplemental Indenture supplements a base indenture entered into on November 20, 2015, among the CCOH Issuers and the Trustee (the “Base Indenture” and, together with the Third Supplemental
Indenture, the “Unsecured Notes Indenture”) providing for the issuance of the 2027 Notes generally. The Unsecured Notes Indenture provides, among other things, that the 2027 Notes are general unsecured obligations of the CCOH Issuers.
Interest is payable on the 2027 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 CCOH Issuers may redeem the outstanding 2027 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 2027 Notes to the redemption date, plus a make-whole premium. On or after May 1, 2022, the CCOH Issuers may redeem some or all
of the outstanding 2027 Notes at redemption prices set forth in the Third Supplemental Indenture. In addition, at any time prior to May 1, 2020, the CCOH Issuers may redeem up to 40% of the aggregate principal amount of the 2027 Notes using net
proceeds from certain equity offerings at a redemption price, as determined by the CCOH 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 2027 Notes are not guaranteed.
The terms of the Unsecured Notes Indenture, among other things, limit the ability of the
CCOH 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 Third Supplemental Indenture), the CCOH Issuers will be required to make an offer to purchase all of the 2027 Notes at a price equal to 101% of the aggregate principal amount of the 2027 Notes
repurchased, plus accrued and unpaid interest and special interest, if any, to the date of repurchase thereof.
The Unsecured Notes 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 Unsecured Notes 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 2027 Notes may declare all the 2027 Notes to be due and payable immediately.
Exchange and Registration Rights Agreement
In connection with the sale of the Additional Notes, the CCOH Issuers entered into an Exchange and Registration Rights Agreement with respect to the Additional
Notes, dated as of April 20, 2017 (the “2027 Notes Exchange and Registration Rights Agreement”), with Citigroup Global Markets Inc., as representative of the several Purchasers (as defined in the Exchange and Registration Rights
Agreement). In certain circumstances, under the 2027 Notes Exchange and Registration Rights Agreement, the CCOH 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 CCOH
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 CCOH 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 Third 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 Exhibits 4.1 and 4.2 thereto, respectively, and are each incorporated herein by reference. A copy of the 2027 Notes Exchange and Registration Rights Agreement is filed herewith as Exhibit 10.1 and
incorporated herein by reference. The foregoing descriptions of the Third Supplemental Indenture, the Additional Notes and the 2027 Notes 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.
Issuance of Senior Secured Notes due 2047
On the Closing Date, Charter Communications Operating, LLC and Charter Communications Operating Capital Corp. (collectively, the “CCO Issuers”),
subsidiaries of the Company, issued $1.25 billion aggregate principal amount of 5.375% Senior Secured Notes due 2047 (the “2047 Notes”). The 2047 Notes were sold 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 2047 Notes have not been registered under 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 CCO Issuers entered into the below agreements.
Secured Notes Indentures
On the Closing Date, the CCO Issuers, CCO Holdings, LLC (the “Parent Guarantor”) and the other guarantors party thereto (together with the Parent
Guarantor, the “Guarantors”) entered into a Fifth Supplemental Indenture with the Trustee and The Bank of New York Mellon Trust Company, N.A., as collateral agent (in such capacity, the “Collateral Agent”), providing for the
issuance of the 2047 Notes and the terms thereof (the “Fifth Supplemental Indenture”). The Fifth Supplemental Indenture supplements a base indenture entered into on July 23, 2015, by and among the CCO Issuers, CCO Safari II, LLC, the
Trustee and the Collateral Agent (the “Base Indenture” and, together with the Fifth Supplemental Indenture, the “Secured Notes Indenture”) providing for the issuance of the 2047 Notes generally. The Secured Notes Indenture
provides, among other things, that the 2047 Notes are general secured obligations of the CCO Issuers and the Guarantors. Interest is payable on the 2047 Notes on each May 1 and November 1, commencing November 1, 2017. At any time and
from time to time prior to November 1, 2046, the CCO Issuers may redeem the outstanding 2047 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 2047
Notes to the redemption date, plus a make-whole premium. On or after November 1, 2046, the CCO Issuers may redeem some or all of the outstanding 2047 Notes at a redemption price equal to 100% of the principal amount of the 2047 Notes to be
redeemed plus accrued and unpaid interest on the principal amount being redeemed to, but not including, the redemption date.
The terms of the Secured
Notes Indenture, among other things, limit the ability of the CCO Issuers to grant liens, sell all or substantially all of their assets or merge or consolidate with other entities.
The Secured Notes 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 Secured Notes Indenture; failure of certain guarantees to be enforceable; cessation of a material portion of the collateral subject to liens or
disaffirmation of obligations under the security documents establishing the security interest in the collateral securing
the 2047 Notes; 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 2047 Notes of a series may declare all the 2047 Notes of such series to be due and payable immediately.
Exchange and Registration
Rights Agreement
In connection with the sale of the 2047 Notes, the CCO Issuers and the Guarantors entered into an Exchange and Registration
Rights Agreement with respect to the 2047 Notes, dated as of April 20, 2017 (the “2047 Notes Exchange and Registration Rights Agreement”), with Citigroup Global Markets Inc., as representative of the several Purchasers (as defined in
the 2047 Notes Exchange and Registration Rights Agreement). In certain circumstances, under the 2047 Notes Exchange and Registration Rights Agreement, the CCO Issuers have agreed to file a registration statement with respect to an offer to exchange
the 2047 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 365 days following
the Closing Date. The CCO Issuers may be required to provide a shelf registration statement to cover resales of the 2047 Notes under certain circumstances. If the foregoing obligations are not satisfied, the CCO Issuers may be required to pay
holders of the 2047 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 Fifth Supplemental Indenture and the form of the 2047 Notes are filed herewith as Exhibits 4.3 and 4.4, respectively, and incorporated herein by
reference. A copy of the 2047 Notes Exchange and Registration Rights Agreement is filed herewith as Exhibit 10.2 and incorporated herein by reference. The foregoing descriptions of the Fifth Supplemental Indenture, the 2047 Notes and the 2047 Notes
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.