ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Issuance of 5.000% Senior Notes due 2028 and 4.000% Senior Notes due 2023
On October 17, 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 (i) $1.0 billion aggregate principal amount of 5.000% Senior Notes due 2028 (the Additional Notes), which form part
of the same series as the Issuers $1.5 billion principal amount of 5.000% Senior Notes due 2028 issued on August 8, 2017 (together with the Additional Notes, the 2028 Notes) and (ii) $500 million aggregate principal
amount of 4.000% Senior Notes due 2023 (the 2023 Notes, and together with the Additional Notes, the Notes). The 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 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 August 8,
2017, the Issuers entered into a Fourth Supplemental Indenture with The Bank of New York Mellon Trust Company, N. A., as trustee (the Trustee), in connection with the issuance of the 2028 Notes and the terms thereof (the Fourth
Supplemental Indenture). On the Closing Date, the Issuers entered into a Fifth Supplemental Indenture with the Trustee, in connection with the issuance of the 2023 Notes and the terms thereof (the Fifth Supplemental Indenture). The
Fourth Supplemental Indenture and the Fifth Supplemental Indenture supplement a base indenture entered into on November 20, 2015, by and among the Issuers and the Trustee (the Base Indenture and, together with the Fourth
Supplemental Indenture and the Fifth 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.
The Notes are not guaranteed.
Interest is payable on the 2028 Notes on each February 1 and August 1, commencing February 1, 2018. Interest
is payable on the 2023 Notes on each March 1 and September 1, commencing March 1, 2018.
At any time and from time to time prior to
August 1, 2022, the Issuers may redeem the outstanding 2028 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 August 1, 2022, the Issuers may redeem some or all of the outstanding 2028 Notes at redemption prices set forth in the Fourth Supplemental Indenture. In addition, at any time prior to August 1, 2020, the
Issuers may redeem up to 40% of the aggregate principal amount of the 2028 Notes using net proceeds from certain equity offerings at a redemption price, as determined by the Issuers, equal to 105.000% 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.
At any time and from time to time
prior to November 1, 2019, the Issuers may redeem the outstanding 2023 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 November 1, 2019, the Issuers may redeem some or all of the outstanding 2023 Notes at redemption prices set forth in the Fifth Supplemental Indenture. In addition, at any time prior to November 1,
2019, the Issuers may redeem up to 40% of the aggregate principal amount of the 2023 Notes using net proceeds from certain equity offerings at a redemption price, as determined by the Issuers, equal to 104.000% 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 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 Fourth Supplemental Indenture and the Fifth Supplemental Indenture, as
applicable), 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.
Registration Rights Agreements
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 October 17, 2017 (the 2028 Registration Rights Agreement), with Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several Purchasers (as defined in the 2028 Registration Rights
Agreement). In connection with the sale of the 2023 Notes, the Issuers entered into an Exchange and Registration Rights Agreement with respect to the 2023 Notes, dated as of October 17, 2017 (the 2023 Registration Rights Agreement
and together with the 2028 Registration Rights Agreement, the Registration Rights Agreements), with Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several Purchasers (as defined in the 2023
Registration Rights Agreement). Under the Registration Rights Agreements, the Issuers have agreed, in certain circumstances, to file a registration statement with respect to an offer to exchange the 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 August 8, 2017, in the case of the 2028 Notes, or no
later than 450 days following October 17, 2017, in the case of the 2023 notes. The Issuers may be required to provide a shelf registration statement to cover resales of the Notes under certain circumstances. If the foregoing obligations are not
satisfied, the Issuers may be required to pay holders of the 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, the form of the 2023 Notes, the 2028 Registration Rights Agreement and the 2023 Registration Rights Agreement are
filed herewith as Exhibits 4.3, 4.4, 10.1 and 10.2, respectively, and are each incorporated herein by reference. Copies of the Fourth Supplemental Indenture and the form of the 2028 Notes were previously filed and are incorporated herein by
reference. The foregoing descriptions of the Registration Rights Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of those documents.