ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE
AGREEMENT.
Issuance of 4.500% Senior Notes due
2030
On February 18, 2020 (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 $1.65 billion aggregate principal amount of 4.500%
Senior Notes due 2030 (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 the Closing Date, the Issuers
entered into a third supplemental indenture with The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”),
in connection with the issuance of the Notes and the terms thereof (the “Third Supplemental Indenture”). The Third
Supplemental Indenture supplements a base indenture entered into on May 23, 2019 with the Trustee (the “Base Indenture”
and, together with the Third Supplemental Indenture, the “Indenture”) providing for the issuance of senior notes generally.
The Indenture provides, among other things, that the Notes are general unsecured obligations of the CCOH Issuers. The Notes are
not guaranteed.
Interest is payable on the Notes on each February
15 and August 15, commencing August 15, 2020.
At any time and from time to time prior to
February 15, 2025, the CCOH 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 and special interest, if any, on such Notes to the redemption date,
plus a make-whole premium. On or after February 15, 2025, the CCOH Issuers may redeem some or all of the outstanding Notes at redemption
prices set forth in the Third Supplemental Indenture. In addition, at any time prior to February 15, 2023, the CCOH Issuers may
redeem up to 40% of the Notes using proceeds from certain equity offerings at a redemption price equal to 104.500% 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 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 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 Notes 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 Agreement
In connection with the sale of the Notes,
the CCOH Issuers entered into an Exchange and Registration Rights Agreement with respect to the Notes, dated as of the Closing
Date (the “Registration Rights Agreement”), with Deutsche Bank Securities, Inc., as representative of the several Purchasers
(as defined in the Registration Rights Agreement). Under the Registration Rights Agreement, the CCOH 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 February 18, 2020. The CCOH 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 CCOH 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.
For a complete description of the Indenture
and the Notes, please refer to a copy of the Base Indenture, incorporated by reference as Exhibit 4.1. Copies of the Third Supplemental
Indenture, the form of the Notes and the 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 Third Supplemental Indenture, the Notes
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.