ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Issuance of 4.750% Senior Notes due 2030
On October 1, 2019 (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 $1.35 billion aggregate principal amount of 4.750% Senior Notes
due 2030 (the “2030 Notes”). The 2030 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 2030 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 the Closing Date, the Issuers entered into a second supplemental
indenture with The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), in connection with the
issuance of the 2030 Notes and the terms thereof (the “Second Supplemental Indenture”). The Second Supplemental Indenture
supplements a base indenture entered into on May 23, 2019 with the Trustee (the “Base Indenture” and, together with
the Second Supplemental Indenture, the “Indenture”) providing for the issuance of senior notes generally. The Indenture
provides, among other things, that the 2030 Notes are general unsecured obligations of the Issuers. The 2030 Notes are not guaranteed.
Interest is payable on the 2030 Notes on each March 1 and September
1, commencing March 1, 2020.
At any time and from time to time prior to September 1, 2024,
the Issuers may redeem the outstanding 2030 Notes in whole or in part at a redemption price equal to 100% of the principal amount
thereof plus accrued and unpaid interest and special interest, if any, on such 2030 Notes to the redemption date, plus a make-whole
premium. On or after September 1, 2024, the Issuers may redeem some or all of the outstanding 2030 Notes at redemption prices set
forth in the Second Supplemental Indenture. In addition, at any time prior to September 1, 2022, the Issuers may redeem up to 40%
of the of the 2030 Notes using proceeds from certain equity offerings at a redemption price, as determined by the Issuers, equal
to 104.750% of the principal amount thereof, plus accrued and unpaid interest and special interest, if any, on such Notes 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 Second Supplemental Indenture), the Issuers will be required to make an offer to purchase all of the
2030 Notes at a price equal to 101% of the aggregate principal amount of the 2030 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 2030 Notes may declare
all the 2030 Notes to be due and payable immediately.
Registration Rights Agreement
In connection with the sale of the 2030 Notes, the Issuers entered
into an Exchange and Registration Rights Agreement with respect to the 2030 Notes, dated as of the Closing Date (the “Registration
Rights Agreement”), with BofA Securities, Inc., as representative of the several Purchasers (as defined in the Registration
Rights Agreement). Under the Registration Rights Agreement, the Issuers have agreed, in certain circumstances, to file a registration
statement with respect to an offer to exchange the 2030 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 October 1, 2019. The Issuers may be required to provide a shelf registration statement to
cover resales of the 2030 Notes under certain circumstances. If the foregoing obligations are not satisfied, the Issuers may be
required to pay holders of the 2030 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.
For a complete description of the Base Indenture, please refer
to a copy of the Base Indenture incorporated by reference as Exhibit 4.1. Copies of the Second Supplemental Indenture, the form
of the 2030 Notes and Registration Rights Agreement are filed herewith as Exhibits 4.2, 4.3 and 10.1 and are incorporated herein
by reference. The foregoing descriptions of the Base Indenture, the Second Supplemental Indenture and the Registration Rights Agreement
do not purport to be complete and are qualified in their entirety by reference to the full text of those documents.