Print Page  Close Window

SEC Filings

S-4
INSIGHT COMMUNICATIONS COMPANY L P filed this Form S-4 on 10/07/2016
Entire Document
 


Table of Contents

the time such property and rights are acquired and identified. The Trustee or the Collateral Agent may not monitor, or we may not inform the Trustee or the Collateral Agent of, the future acquisitions of property and rights that constitute collateral, and necessary action may not be taken to properly perfect the security interest in such after acquired collateral. The Collateral Agent for the notes has no obligation to monitor the acquisition of additional property or rights that constitute collateral or the perfection of any security interest in favor of the notes against third parties. In addition, as described further herein, even if the liens on collateral acquired in the future are properly perfected, such liens may potentially be avoidable as a preference in any bankruptcy proceeding under certain circumstances. See “—Risks Related to Our Indebtedness, the Exchange Offer and the New Notes—Any future pledge of collateral provided after the notes are issued might be avoided by a trustee in bankruptcy.”

The ability of the Collateral Agent to realize upon the capital stock securing the notes will be automatically limited to the extent the pledge of such capital stock would require the filing with the SEC of separate financial statements for any of our subsidiaries.

Under Rule 3-16 of Regulation S-X, if the par value, book value as carried by us or market value (whichever is greatest) of the capital stock of any subsidiary pledged as part of the collateral is greater than or equal to 20% of the aggregate principal amount of any class of debt securities then outstanding that are then registered or being registered, such subsidiary would be required to provide separate financial statements to the SEC. As a result, the indenture and the related security documents provide that to the extent that separate financial statements of any of our subsidiaries would be required by the rules of the SEC due to the fact that such subsidiary’s capital stock secures the notes of a series (or any other series of equally and ratably secured indebtedness that is in the form of debt securities, including each series of the TWC LLC notes and debentures and the TWCE debentures), the pledge of such capital stock constituting collateral securing the notes and the equally and ratably secured indebtedness will automatically be limited such that the value of the portion of such capital stock that the holders of the notes may realize upon will, in the aggregate, at no time equal or exceed 20% of the aggregate principal amount of any then outstanding class of debt securities registered with the SEC (with each series of the notes and each series of the TWC LLC notes and debentures and the TWCE debentures constituting a separate class for such purpose). See “Description of Notes—Collateral—Excluded Property.” As a result, holders of the notes could lose the benefit of a portion or all of the security interest securing the notes in the capital stock or other securities of those subsidiaries. It may be more difficult, costly and time-consuming for the Collateral Agent to foreclose on the assets of a subsidiary than to foreclose on its capital stock or other securities, so the proceeds realized upon any such foreclosure could be significantly less than those that would have been received upon any sale of the capital stock or other securities of such subsidiary.

Certain assets are excluded from the collateral securing the notes.

Certain assets are excluded from the collateral securing the notes, as described under “Description of Notes—Collateral—Excluded Property.” In addition, no assets of any of our non-guarantor subsidiaries (including any capital stock owned by any such subsidiary) will constitute collateral securing the notes. Furthermore, applicable law requires that a security interest in tangible and intangible assets can only be properly perfected and its priority retained through certain actions undertaken by the secured party. The liens on the collateral securing the notes may not be perfected if the Collateral Agent for the notes does not or is not able to take the actions necessary to perfect any of these liens.

It may be difficult to realize the value of the FCC license rights pledged to secure the notes.

The Issuers’ and the Subsidiary Guarantors’ cable and telecommunication license rights constitute part of the collateral that secures the notes and the related Note Guarantees. The ability of the Collateral Agent to foreclose on such collateral on behalf of the holders of the notes may be subject to prior approval by the Federal Communications Commission (the “FCC”) and other governmental authorities. In particular, the Collateral Agent will not be legally permitted to exercise any rights with respect to the FCC license rights upon the

 

18