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424B3
INSIGHT COMMUNICATIONS COMPANY L P filed this Form 424B3 on 10/25/2017
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Table of Contents

RISK FACTORS

The new notes, like the original notes, entail the following risks. You should carefully consider these risk factors, as well as the other information contained and incorporated by reference in this prospectus, including the sections titled “Risk Factors” in CCO Holdings’ Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 3, 2017, before making a decision to continue your investment in the notes or to tender your original notes in exchange for the new notes. In this prospectus, when we refer to “notes,” we are referring to both the original notes and the new notes. Any of the following risks and those in the documents incorporated by reference herein could materially and adversely affect our business, financial condition or results of operations. However, the risks described below and in the documents incorporated by reference herein are not the only risks facing us. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition or results of operations. In such a case, we may not be able to make payments of principal and interest on the notes, and you may lose all or part of your original investment.

Risks Related to Our Indebtedness, the Exchange Offer and the New Notes

We have a significant amount of debt and may incur significant additional debt, including secured debt, in the future, which could adversely affect our financial health and our ability to react to changes in our business.

We have a significant amount of debt and may (subject to applicable restrictions in our debt instruments) incur additional debt in the future. As of June 30, 2017, the total principal amount of debt and intercompany loans of the Parent Guarantor and its subsidiaries, on a pro forma as adjusted basis to reflect (a) the issuance and sale of (i) $1.0 billion aggregate principal amount of the Issuers’ 3.750% senior secured notes due 2028; (ii) an additional $1.25 billion aggregate principal amount of the Issuers’ 5.375% senior secured notes due 2047; (iii) $1.5 billion aggregate principal amount of CCO Holdings’ and CCO Holdings Capital’s 5.000% senior notes due 2028; (iv) $1.25 billion aggregate principal amount of the Issuers’ 4.200% senior secured notes due 2028; (v) an additional $1.0 billion aggregate principal amount of CCO Holdings’ and CCO Holdings Capital’s 5.000% senior notes due 2028; and (vi) $500 million aggregate principal amount of CCO Holdings’ and CCO Holdings Capital’s 4.000% senior notes due 2023 and (b) the consummation of the exchange offer (assuming 100% participation), would have totaled approximately $69.1 billion.

Our significant amount of debt could have consequences, such as:

 

    impact our ability to raise additional capital at reasonable rates, or at all;

 

    make us vulnerable to interest rate increases, because approximately 12% of borrowings of the Parent Guarantor and its subsidiaries as of June 30, 2017, including the effects of existing interest rate swaps, on a pro forma as adjusted basis, would have been, and may continue to be, subject to variable rates of interest;

 

    expose us to increased interest expense to the extent we refinance existing debt, particularly our bank debt, with higher cost debt;

 

    require us to dedicate a significant portion of our cash flow from operating activities to make payments on our debt, reducing our funds available for working capital, capital expenditures, and other general corporate expenses;

 

    limit our flexibility in planning for, or reacting to, changes in our business, the cable and telecommunications industries, and the economy at large;

 

    place us at a disadvantage compared to our competitors that have proportionately less debt; and

 

    adversely affect our relationship with customers and suppliers.

If current debt amounts increase, the related risks that we now face will intensify.

 

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