Print Page  Close Window

SEC Filings

8-K12B
CCO HOLDINGS LLC filed this Form 8-K12B on 05/24/2016
Entire Document
 


ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

As previously announced, pursuant to that certain Agreement and Plan of Mergers, dated as of May 23, 2015 (the “Merger Agreement”), by and among Time Warner Cable Inc. (“TWC”), Charter Communications, Inc. (“Legacy Charter”), CCH I, LLC (“New Charter”), then a wholly owned subsidiary of Charter, Nina Corporation I, Inc. (“Merger Subsidiary One”), Nina Company II, LLC (“Merger Subsidiary Two”), a wholly owned subsidiary of New Charter, and Nina Company III, LLC (“Merger Subsidiary Three”), a wholly owned subsidiary of New Charter, on May 18, 2016 (the “Closing Date”), the parties completed a series of transactions pursuant to which, among other things, (i) Merger Subsidiary One merged with and into TWC, with TWC continuing as the surviving corporation, (ii) immediately thereafter, TWC merged with and into Merger Subsidiary Two, with Merger Subsidiary Two continuing as the surviving entity, and (iii) immediately thereafter, Legacy Charter merged with and into Merger Subsidiary Three, with Merger Subsidiary Three continuing as the surviving entity and a wholly owned subsidiary of New Charter (collectively, the “Mergers”), which resulted in Legacy Charter and TWC becoming wholly owned subsidiaries of New Charter.

Following the consummation of the Mergers, New Charter became the new public company parent that holds the operations of the combined companies. New Charter is now named “Charter Communications, Inc.” and trades under the same ticker symbol “CHTR” on NASDAQ. In addition, Merger Subsidiary Two became a subsidiary of CCO Holdings, LLC. As a result of the Mergers and by operation of Rule 12g-3(c) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Merger Subsidiary Two, now known as Spectrum Management Holding Company, LLC, is the successor issuer to TWC and succeeds to the attributes of TWC as the registrant, and Merger Subsidiary Two is subject to the Exchange Act to the same extent as TWC.

Supplemental Indentures

In connection with the Mergers, TWC, before its merger with and into Merger Subsidiary Two, transferred all of its assets to TWC NewCo LLC (“NewCo”). Pursuant to that certain indenture, dated as of April 30, 1992 (as amended, supplemented or otherwise modified prior to the Closing Date, the “TWCE Indenture”), by and among Time Warner Inc., Time Warner Entertainment Company, L.P., and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “TWC Trustee”), NewCo entered into the thirteenth supplemental indenture to the TWCE Indenture, dated as of the Closing Date (the “TWCE Thirteenth Supplemental Indenture”), by and among Time Warner Cable Enterprises LLC, the guarantors party thereto, and the TWC Trustee, providing for the assumption by NewCo of TWC’s obligations as guarantor relating to the securities issued under the TWCE Indenture (the “TWCE Securities”) and the release and discharge of all of TWC’s obligations under the TWCE Indenture. The Thirteenth Supplemental Indenture also provides for the guarantee of the TWCE Securities by CCO Holdings, LLC (“CCOH”), Charter Communications Operating, LLC and certain subsidiaries of Charter Communications Operating, LLC (“CCO”) (including subsidiaries of TWC) that are guarantors of CCO’s Amended and Restated Credit Agreement described below (the “Subsidiary Guarantors”). In addition, pursuant to that certain indenture, dated as of April 9, 2007 (as amended, supplemented or otherwise modified prior to the Closing Date, the “TWC Indenture”), by and among TWC, the guarantors party thereto and the TWC Trustee, NewCo entered into the third supplemental indenture to the TWC Indenture, dated as of the Closing Date (the “TWC Third Supplemental Indenture”), by and among TWC, NewCo and the TWC Trustee, providing for the assumption by NewCo of TWC’s obligations under the TWC Indenture and the securities issued thereunder (the “TWC Securities”), including the due and punctual payment of the principal (and premium, if any) and interest on the TWC Securities and the release and discharge of all of TWC’s obligations under the TWC Indenture and the TWC Securities. NewCo also entered into the fourth supplemental indenture to the TWC Indenture (the “TWC Fourth Supplemental Indenture”), dated as of the Closing Date, by and among NewCo, the guarantors party thereto and the TWC Trustee, providing for guarantee of the TWC Securities under the TWC Indenture by CCOH, CCO and the Subsidiary Guarantors.

In connection with the consummation of the Mergers, on the Closing Date, CCOH and the Subsidiary Guarantors entered into the third supplemental indenture, dated as of the Closing Date (the “CCO Third Supplemental Indenture”), by and among CCOH, the Subsidiary Guarantors and 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”), providing for the guarantee of. The CCO Third Supplemental Indenture supplements that certain indenture, dated as of July 23, 2015, by and among CCO Safari II, LLC (“CCO Safari II”), CCO, Charter Communications Operating Capital Corp. (“CCO Capital Corp”), the Trustee and the Collateral Agent, as supplemented by the first supplemental indenture, dated as of July 23, 2015, by and among CCO Safari II, CCH II, LLC, as limited guarantor, the Trustee and the Collateral Agent, and the second supplemental indenture, dated as of the Closing Date, by and among CCO, CCO Capital Corp, CCO Safari II, the Trustee and the Collateral Agent, and provides for the guarantee of the notes issued thereunder (the “CCO Notes”) by the Subsidiary Guarantors.

Each of the supplemental indentures with respect to the provision of guarantees includes provisions by which the guarantees are released, including, without limitation, releases effective upon the release of collateral and/or guarantees under other indebtedness.

 

2