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SEC Filings

8-K
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K on 10/20/2017
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Issuance of 5.000% Senior Notes due 2028 and 4.000% Senior Notes due 2023

On October 17, 2017 (the “Closing Date”), CCO Holdings, LLC (“CCO Holdings”) and CCO Holdings Capital Corp. (together with CCO Holdings, the “Issuers”), subsidiaries of Charter Communications, Inc. (the “Company”), issued (i) $1.0 billion aggregate principal amount of 5.000% Senior Notes due 2028 (the “Additional Notes”), which form part of the same series as the Issuers’ $1.5 billion principal amount of 5.000% Senior Notes due 2028 issued on August 8, 2017 (together with the Additional Notes, the “2028 Notes”) and (ii) $500 million aggregate principal amount of 4.000% Senior Notes due 2023 (the “2023 Notes,” and together with the Additional Notes, the “Notes”). The Notes were sold to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A and outside the United States to non-U.S. persons in reliance on Regulation S. The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

In connection therewith, the Issuers entered into the below agreements.

Indenture 

On August 8, 2017, the Issuers entered into a Fourth Supplemental Indenture with The Bank of New York Mellon Trust Company, N. A., as trustee (the “Trustee”), in connection with the issuance of the 2028 Notes and the terms thereof (the “Fourth Supplemental Indenture”). On the Closing Date, the Issuers entered into a Fifth Supplemental Indenture with the Trustee, in connection with the issuance of the 2023 Notes and the terms thereof (the “Fifth Supplemental Indenture”). The Fourth Supplemental Indenture and the Fifth Supplemental Indenture supplement a base indenture entered into on November 20, 2015, by and among the Issuers and the Trustee (the “Base Indenture” and, together with the Fourth Supplemental Indenture and the Fifth Supplemental Indenture, the “Indenture”) providing for the issuance of the Notes generally. The Indenture provides, among other things, that the Notes are general unsecured obligations of the Issuers. The Notes are not guaranteed.

Interest is payable on the 2028 Notes on each February 1 and August 1, commencing February 1, 2018. Interest is payable on the 2023 Notes on each March 1 and September 1, commencing March 1, 2018.

At any time and from time to time prior to August 1, 2022, the Issuers may redeem the outstanding 2028 Notes in whole or in part at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, on such Notes to the redemption date, plus a make-whole premium. On or after August 1, 2022, the Issuers may redeem some or all of the outstanding 2028 Notes at redemption prices set forth in the Fourth Supplemental Indenture. In addition, at any time prior to August 1, 2020, the Issuers may redeem up to 40% of the aggregate principal amount of the 2028 Notes using net proceeds from certain equity offerings at a redemption price, as determined by the Issuers, equal to 105.000% of the principal amount thereof, plus accrued and unpaid interest and special interest, if any, to the redemption date, provided that certain conditions are met.

At any time and from time to time prior to November 1, 2019, the Issuers may redeem the outstanding 2023 Notes in whole or in part at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, on such Notes to the redemption date, plus a make-whole premium. On or after November 1, 2019, the Issuers may redeem some or all of the outstanding 2023 Notes at redemption prices set forth in the Fifth Supplemental Indenture. In addition, at any time prior to November 1, 2019, the Issuers may redeem up to 40% of the aggregate principal amount of the 2023 Notes using net proceeds from certain equity offerings at a redemption price, as determined by the Issuers, equal to 104.000% of the principal amount thereof, plus accrued and unpaid interest and special interest, if any, to the redemption date, provided that certain conditions are met.

The terms of the Indenture, among other things, limit the ability of the Issuers to incur additional debt and issue preferred stock; pay dividends or make other restricted payments; make certain investments; grant liens; allow restrictions on the ability of certain of their subsidiaries to pay dividends or make other payments; sell assets; merge or consolidate with other entities; and enter into transactions with affiliates.

Subject to certain limitations, in the event of a Change of Control (as defined in the Fourth Supplemental Indenture and the Fifth Supplemental Indenture, as applicable), the Issuers will be required to make an offer to purchase all of the Notes at a price equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest and special interest, if any, to the date of repurchase thereof.

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 to pay certain other indebtedness; failure to pay certain final judgments; failure of certain guarantees to be enforceable; 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 may declare all the Notes to be due and payable immediately.