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SEC Filings

424B3
INSIGHT COMMUNICATIONS COMPANY L P filed this Form 424B3 on 10/25/2017
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   exchange offer. See “The Exchange Offer—Terms of the Exchange Offer” for a more complete description of the tender and withdrawal procedures.

Accrued Interest on the New Notes and the Original Notes

  

The new 3.750% 2028 notes will bear interest from July 6, 2017. The new 4.200% 2028 notes will bear interest from September 18, 2017. The new 2047 notes will bear interest from November 1, 2017.

Conditions to the Exchange Offer

  

The exchange offer is subject to customary conditions, some of which we may waive. See “The Exchange Offer—Conditions” for a description of the conditions. Other than the federal securities laws, we are not subject to federal or state regulatory requirements in connection with the exchange offer.

Certain Federal Income Tax Considerations

  

The exchange of original notes for new notes in the exchange offer will not be a taxable event for United States federal income tax purposes. See “Certain United States Federal Income Tax Considerations.”

Exchange Agent

   The Bank of New York Mellon Trust Company, N.A. is serving as the Exchange Agent.

Use of Proceeds

   We will not receive any proceeds from the exchange offer.

Consequences of failure to exchange your Original Notes

  

Original notes that are not tendered or that are tendered but not accepted will continue to be subject to the restrictions on transfer that are described in the legend on those notes. In general, you may offer or sell your original notes only if such offer or sale is registered under, or such original notes are offered or sold under an exemption from, the Securities Act and applicable state securities laws. We, however, will have no further obligation to issue notes in a registered exchange offer in exchange for the original notes. If you do not participate in the exchange offer, the liquidity of your original notes could be adversely affected.

Consequences of exchanging your Original Notes

  

Based on interpretations of the staff of the SEC, we believe that you may offer for resale, resell or otherwise transfer the new notes that we issue in the exchange offer without complying with the registration and prospectus delivery requirements of the Securities Act if you:

 

•       acquire the new notes issued in the exchange offer in the ordinary course of your business;

 

•       are not participating, do not intend to participate, and have no arrangement or undertaking with anyone to participate, in the distribution of the new notes issued to you in the exchange offer; and

 

•       are not an “affiliate” of CCO or CCO Capital as defined in Rule 405 promulgated under the Securities Act.

 



 

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