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|INSIGHT COMMUNICATIONS COMPANY L P filed this Form S-4 on 10/07/2016|
Consequently, the principal source of cash to pay the obligations of Charter Operating under the notes and of CCO Holdings under its Note Guarantee is the cash that our subsidiaries generate from their operations. We cannot assure you that our subsidiaries will be able to, or be permitted to, make distributions to enable Charter Operating and CCO Holdings to make payments in respect of their obligations. Each of our subsidiaries is a distinct legal entity and, under certain circumstances, applicable state laws, regulatory limitations and terms of our debt instruments may limit the ability of Charter Operating and CCO Holdings to obtain cash from our subsidiaries. While the indentures governing certain of our existing notes limit the ability of our subsidiaries to restrict their ability to pay dividends or make other intercompany payments to us, these limitations are subject to certain qualifications and exceptions, which may have the effect of significantly restricting the applicability of those limits. In the event Charter Operating or CCO Holdings does not receive distributions from our subsidiaries, Charter Operating may be unable to make required payments under the notes and CCO Holdings may be unable to make required payments under its Note Guarantee.
Changes in our credit rating could adversely affect the market price or liquidity of the notes.
Credit rating agencies continually revise their ratings for the companies that they follow, including us. The credit rating agencies also evaluate our industry as a whole and may change their credit ratings for us based on their overall view of our industry. We cannot be sure that credit rating agencies will maintain their ratings on the notes. A negative change in our ratings could have an adverse effect on the price of the notes.
If you do not exchange your original notes for new notes, you will continue to have restrictions on your ability to resell them.
The original notes were not offered and sold in a transaction registered under the Securities Act or under the securities laws of any state and may not be resold, offered for resale or otherwise transferred unless they are subsequently registered or resold pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. If you do not exchange your original notes for new notes pursuant to the exchange offer, you will not be able to resell, offer to resell or otherwise transfer the original notes unless such offer or sale is registered under the Securities Act or unless you resell them, offer to resell them or otherwise transfer them under an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act. In addition, once the exchange offer has terminated, we will no longer be under an obligation to exchange the original notes in a transaction registered under the Securities Act except in the limited circumstances provided in the exchange and registration rights agreement.
In addition, upon consummation of the exchange offer, the aggregate principal amount of original notes will be reduced by the amount of original notes exchanged. Securities with a smaller outstanding principal amount available for trading, or float, generally command a lower price than do comparable securities with a greater float. Therefore, the market price for original notes that are not submitted for exchange or not accepted by us may be adversely affected. A reduced float may also make the trading prices of any original notes that are not exchanged more volatile.
There is currently no public market for the notes and there is no guarantee that an active trading market for the notes may develop. The failure of a market to develop for the notes could adversely affect the liquidity and value of the notes.
There is currently no established public trading market for the original notes or the new notes. We do not intend to apply for listing of any series of the new notes on any securities exchange or for quotation of any series of the new notes on any automated dealer quotation system. A market may not develop for the new notes, and if a market does develop, it may not be sufficiently liquid for your purposes. If an active, liquid market does not develop for the new notes, the market price and liquidity of each series of the new notes may be adversely affected. If any series of the new notes are traded after their initial issuance, they may trade at a discount from their initial offering price.