ITEM 1.01. ENTRY INTO A MATERIAL
DEFINITIVE AGREEMENT.
Issuance of 2.800% Senior Secured Notes due 2031 and 3.700%
Senior Secured Notes due 2051
On April 17, 2020 (the “Closing Date”), Charter
Communications Operating, LLC (“CCO”) and Charter Communications Operating Capital Corp. (together with CCO, the “Issuers”)
issued (i) $1.6 billion aggregate principal amount of 2.800% Senior Secured Notes due 2031 (the “2031 Notes”) and (ii)
$1.4 billion aggregate principal amount of 3.700% Senior Secured Notes due 2051 (the “2051 Notes” and, together with
the 2031 Notes, the “Notes”). The offering and sale of the Notes were made pursuant to an automatic shelf registration
statement on Form S-3 filed with the Securities and Exchange Commission on December 22, 2017 and a prospectus supplement dated
April 14, 2020.
In connection therewith, the Issuers entered into the below
agreement.
Secured Notes Indenture
On the Closing Date, the Issuers, CCO Holdings, LLC (the “Parent
Guarantor”) and the other guarantors party thereto entered into a Sixteenth Supplemental Indenture with The Bank of New York
Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity,
the “Collateral Agent”), in connection with the issuance of the Notes and the terms thereof (the “Sixteenth Supplemental
Indenture”). The Sixteenth Supplemental Indenture supplements a base indenture entered into on July 23, 2015, by and among
the Issuers, CCO Safari II, LLC, the Trustee and the Collateral Agent (the “Base Indenture” and, together with the
Sixteenth Supplemental Indenture, the “Indenture”) providing for the issuance of senior secured notes of the Issuers
generally.
The Indenture provides, among other things, that interest is
payable on the 2031 Notes on each April 1 and October 1, commencing October 1, 2020. Interest is payable on the 2051 Notes on each
April 1 and October 1, commencing October 1, 2020. At any time and from time to time prior to January 1, 2031, the Issuers may
redeem the outstanding 2031 Notes in whole or in part at a redemption price equal to 100% of the principal amount thereof, plus
accrued and unpaid interest on the principal amount being redeemed to, but not including, the redemption date, plus a make-whole
premium. On or after January 1, 2031, the Issuers may redeem some or all of the outstanding 2031 Notes at a redemption price equal
to 100% of the principal amount of the 2031 Notes to be redeemed, plus accrued and unpaid interest on the principal amount being
redeemed to, but not including, the redemption date. At any time and from time to time prior to October 1, 2050, the Issuers may
redeem the outstanding 2051 Notes in whole or in part at a redemption price equal to 100% of the principal amount thereof, plus
accrued and unpaid interest on the principal amount being redeemed to, but not including, the redemption date and a make-whole
premium. On or after October 1, 2050, the Issuers may redeem some or all of the outstanding 2051 Notes at a redemption price equal
to 100% of the principal amount of the 2051 Notes to be redeemed, plus accrued and unpaid interest on the principal amount being
redeemed to, but not including, the redemption date. The Notes are senior secured obligations of the Issuers. The Notes are guaranteed
on a senior secured basis by the Parent Guarantor and all of the subsidiaries of the Issuers that guarantee the obligations of
CCO under its credit agreement (collectively, the “Guarantors”). The Notes and the guarantees are secured by a pari
passu, first priority security interest, subject to certain permitted liens, in the Issuers’ and the Guarantors’
assets that secure obligations under the credit agreement.
The terms of the Indenture, among other things, limit the ability
of the Issuers to grant liens, sell all or substantially all of their assets or merge or consolidate with other entities.
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 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 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 Notes of a series may declare
all the Notes of such series to be due and payable immediately.
For a complete description
of the Indenture and the Notes, please refer to copies of the Sixteenth Supplemental Indenture, the form of the 2031 Notes and
the form of the 2051 Notes filed herewith as Exhibits 4.2, 4.3 and 4.4, respectively. The foregoing descriptions of the Indenture
and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of those documents.