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424B3
INSIGHT COMMUNICATIONS COMPANY L P filed this Form 424B3 on 10/25/2017
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424B3
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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-220863

 

PROSPECTUS

$4,750,000,000

CHARTER COMMUNICATIONS OPERATING, LLC

and

CHARTER COMMUNICATIONS OPERATING CAPITAL CORP.

Offer to Exchange

 

 

New 3.750% Senior Secured Notes due 2028 for any and all outstanding 3.750% Senior Secured Notes due 2028

New 4.200% Senior Secured Notes due 2028 for any and all outstanding 4.200% Senior Secured Notes due 2028

New 5.375% Senior Secured Notes due 2047 for any and all outstanding 5.375% Senior Secured Notes due 2047

Charter Communications Operating, LLC (“CCO”) and Charter Communications Operating Capital Corp. (“CCO Capital” and, together with CCO, the “Issuers”) hereby offer to exchange:

 

    new $1,000,000,000 aggregate principal amount of 3.750% Senior Secured Notes due 2028 (the “new 3.750% 2028 notes”), the offer and sale of which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of the outstanding unregistered $1,000,000,000 aggregate principal amount of their 3.750% Senior Secured Notes due 2028 (the “original 3.750% 2028 notes”);

 

    new $1,250,000,000 aggregate principal amount of 4.200% Senior Secured Notes due 2028 (the “new 4.200% 2028 notes”), the offer and sale of which have been registered under the Securities Act, for any and all of the outstanding unregistered $1,250,000,000 aggregate principal amount of their 4.200% Senior Secured Notes due 2028 (the “original 4.200% 2028 notes”); and

 

    new $2,500,000,000 aggregate principal amount of 5.375% Senior Secured Notes due 2047 (the “new 2047 notes,” and together with the new 3.750% 2028 notes and the new 4.200% 2028 notes, the “new notes”), the offer and sale of which have been registered under the Securities Act, for any and all of the outstanding unregistered $2,500,000,000 aggregate principal amount of their 5.375% Senior Secured Notes due 2047 (the “original 2047 notes,” and together with the original 3.750% 2028 notes and the original 4.200% 2028 notes, the “original notes”), in each case pursuant to the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of instruction (which together constitute the “exchange offer”).

This exchange offer expires at 5:00 p.m., New York City time, on November 27, 2017, unless extended (the “expiration date”).

No public market currently exists for the original notes or the new notes. We do not intend to list the new notes on any securities exchange or to seek approval for quotation through any automated quotation system.

 

 

This exchange offer is only being made for those original notes that were issued pursuant to Rule 144A and Regulation S promulgated under the Securities Act and which are identified by CUSIP Nos. 161175BE3, U16109AS6, 161175BG8, U16109AU1, 161175BD5, U16109AR8, U16109AT4 and U16109AV9. The terms of the new notes are identical in all material respects to those of the original notes, except for certain transfer restrictions and registration rights relating to the original notes. The new notes will be issued pursuant to, and entitled to the benefits of the indenture, dated as of July 23, 2015, by and among the Issuers, CCO Safari II, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”), as supplemented by the fifth supplemental indenture, dated as of April 20, 2017, by and among the Issuers, CCO Holdings, LLC (“CCO Holdings” or the “Parent Guarantor”), the other guarantors party thereto (the “Subsidiary Guarantors” and, together with the Parent Guarantor, the “Guarantors”), the Trustee and the Collateral Agent, the sixth supplemental indenture, dated as of July 6, 2017, by and among the Issuers, the Guarantors, the Trustee and the Collateral Agent and the seventh supplemental indenture, dated as of September 18, 2017, by and among the Issuers, the Guarantors, the Trustee and the Collateral Agent. Each of the Subsidiary Guarantors will unconditionally guarantee the new notes on a senior secured basis, and the Parent Guarantor will guarantee the new notes on a senior unsecured basis.

 

 

You should carefully consider the risk factors beginning on page 14 of this prospectus before deciding whether or not to participate in the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

 

 

The date of this prospectus is October 25, 2017.