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SEC Filings

S-4
INSIGHT COMMUNICATIONS COMPANY L P filed this Form S-4 on 10/07/2016
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Table of Contents

Tenders; Expiration Date; Withdrawal

The exchange offer will expire at 11:59 p.m., New York City time, on             , 2016, which is 20 business days from the date this registration statement is declared effective, unless we extend it. If you decide to exchange your original notes for new notes, you must acknowledge that you are not engaging in, and do not intend to engage in, a distribution of the new notes. You may withdraw any original notes that you tender for exchange at any time prior to the expiration of the exchange offer. If we decide for any reason not to accept any original notes you have tendered for exchange, those original notes will be returned to you without cost promptly after the expiration or termination of the exchange offer. See “The Exchange Offer—Terms of the Exchange Offer” for a more complete description of the tender and withdrawal procedures.

 

Accrued Interest on the New Notes and the Original Notes

The new 2020 notes, the new 2022 notes and the new 2025 notes will bear interest from July 23, 2016. The new 2035 notes, the new 2045 notes and the new 2055 notes will bear interest from October 23, 2016.

 

Conditions to the Exchange Offer

The exchange offer is subject to customary conditions, some of which we may waive. See “The Exchange Offer—Conditions to the Exchange Offer” for a description of the conditions. Other than the federal securities laws, we are not subject to federal or state regulatory requirements in connection with the exchange offer.

 

Certain Federal Income Tax Considerations

The exchange of original notes for new notes in the exchange offer will not be a taxable event for United States federal income tax purposes. See “Certain United States Federal Income Tax Considerations.”

 

Exchange Agent

The Bank of New York Mellon Trust Company, N.A. is serving as the Exchange Agent.

 

Use of Proceeds

We will not receive any proceeds from the exchange offer.

 

Consequences of failure to exchange your original notes

Original notes that are not tendered or that are tendered but not accepted will continue to be subject to the restrictions on transfer that are described in the legend on those notes. In general, you may offer or sell your original notes only if such offer or sale is registered under, or such original notes are offered or sold under an exemption from, the Securities Act and applicable state securities laws. We, however, will have no further obligation to issue notes in a registered exchange offer in exchange for the original notes. If you do not participate in the exchange offer, the liquidity of your original notes could be adversely affected.

 



 

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