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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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Registration Rights Agreements

In connection with the sale of the Additional Notes, the Issuers entered into an Exchange and Registration Rights Agreement with respect to the Additional Notes, dated as of October 17, 2017 (the “2028 Registration Rights Agreement”), with Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several Purchasers (as defined in the 2028 Registration Rights Agreement). In connection with the sale of the 2023 Notes, the Issuers entered into an Exchange and Registration Rights Agreement with respect to the 2023 Notes, dated as of October 17, 2017 (the “2023 Registration Rights Agreement” and together with the 2028 Registration Rights Agreement, the “Registration Rights Agreements”), with Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several Purchasers (as defined in the 2023 Registration Rights Agreement). Under the Registration Rights Agreements, the Issuers have agreed, in certain circumstances, to file a registration statement with respect to an offer to exchange the Notes for a new issue of substantially identical notes registered under the Securities Act, to cause the exchange offer registration statement to be declared effective and to consummate the exchange offer no later than 450 days following August 8, 2017, in the case of the 2028 Notes, or no later than 450 days following October 17, 2017, in the case of the 2023 notes. The Issuers may be required to provide a shelf registration statement to cover resales of the Notes under certain circumstances. If the foregoing obligations are not satisfied, the Issuers may be required to pay holders of the Notes additional interest at a rate of 0.25% per annum of the principal amount thereof for 90 days immediately following the occurrence of any registration default. Thereafter, the amount of additional interest will increase by an additional 0.25% per annum of the principal amount thereof to 0.50% per annum of the principal amount thereof until all registration defaults have been cured.

Copies of the Fifth Supplemental Indenture, the form of the 2023 Notes, the 2028 Registration Rights Agreement and the 2023 Registration Rights Agreement are filed herewith as Exhibits 4.3, 4.4, 10.1 and 10.2, respectively, and are each incorporated herein by reference. Copies of the Fourth Supplemental Indenture and the form of the 2028 Notes were previously filed and are incorporated herein by reference. The foregoing descriptions of the Registration Rights Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of those documents.

ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The information under “Indenture” in Item 1.01 above is incorporated herein by reference.

ITEM 8.01. OTHER EVENTS.

On October 17, 2017, the Company completed the issuance and sale of the Notes and issued a press release announcing the closing. The press release announcing the closing of the sale of the Notes is attached as Exhibit 99.1.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

Exhibit
Number

  

Description

  4.1*    Fourth Supplemental Indenture, dated as of August 8, 2017, among CCO Holdings, LLC, CCO Holdings Capital Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee.
  4.2*    Form of 5.000% Senior Notes due 2028 (included in Exhibit 4.1).
  4.3    Fifth Supplemental Indenture, dated as of October 17, 2017, among CCO Holdings, LLC, CCO Holdings Capital Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee.
  4.4    Form of 4.000% Senior Notes due 2023 (included in Exhibit 4.3).
10.1    Exchange and Registration Rights Agreement, dated October 17, 2017, relating to the 5.000% Senior Notes due 2028, among CCO Holdings, LLC, CCO Holdings Capital Corp. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several Purchasers (as defined therein).
10.2    Exchange and Registration Rights Agreement, dated October 17, 2017, relating to the 4.000% Senior Notes due 2023, among CCO Holdings, LLC, CCO Holdings Capital Corp. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several Purchasers (as defined therein).
99.1    Press release dated October 17, 2017, announcing the closing of the sale of the 5.000% Senior Notes due 2028 and the 4.000% Senior Notes due 2023.

 

* Incorporated by reference and not filed herewith.