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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

THE EXCHANGE OFFER

Terms of the Exchange Offer

General. We issued the original notes on April 20, 2017, July 6, 2017 and September 18, 2017 in transactions exempt from the registration requirements of the Securities Act.

In connection with the sale of the original notes, (i) certain holders of the initial 2047 notes became entitled to the benefits of the exchange and registration rights agreement, dated April 20, 2017, among the the Issuers, the Guarantors and the representatives of the initial purchasers of the initial 2047 notes, (ii) certain holders of the July 2017 add-on 2047 notes became entitled to the benefits of the exchange and registration rights agreement, dated July 6, 2017, among the Issuers, the Guarantors and the representatives of the initial purchasers of the July 2017 add-on 2047 notes, (iii) certain holders of the September 2017 add-on 2047 notes became entitled to the benefits of the exchange and registration rights agreement, dated September 18, 2017, among the Issuers, the Guarantors and the representatives of the initial purchasers of the September 2017 add-on 2047 notes, (iv) certain holders of the original 3.750% 2028 notes became entitled to the benefits of the exchange and registration rights agreement, dated July 6, 2017, among the Issuers, the Guarantors and the representatives of the initial purchasers of the original 3.750% 2028 notes, and (v) certain holders of the original 4.200% 2028 notes became entitled to the benefits of the exchange and registration rights agreement, dated September 18, 2017, among the Issuers, the Guarantors and the representatives of the initial purchasers of the original 4.200% 2028 notes. Such agreements are collectively referred to herein as the “exchange and registration rights agreements.”

Under the exchange and registration rights agreements, we became obligated to file a registration statement in connection with an exchange offer, to use our reasonable best efforts to have the exchange offer registration statement declared effective and to use our reasonable best efforts to exchange new notes for the original notes tendered prior thereto (i) with respect to the original 2047 notes, within 365 days following April 20, 2017, (ii) with respect to the original 3.750% 2028 notes, within 365 days following July 6, 2017, and (iii) with respect to the original 4.200% 2028 notes, within 365 days following September 18, 2017. The exchange offer being made by this prospectus, if consummated within the required time period, will satisfy our obligations under the exchange and registration rights agreements. This prospectus, together with the letter of instruction, is being sent to all beneficial holders of original notes known to us.

Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of instruction, we will accept for exchange all original notes properly tendered and not withdrawn on or prior to the expiration date. We will issue $1,000 principal amount of new notes in exchange for each $1,000 principal amount of outstanding original notes accepted in the exchange offer. Holders may tender some or all of their original notes pursuant to the exchange offer.

Based on no-action letters issued by the staff of the SEC to third parties, we believe that holders of the new notes issued in exchange for original notes may offer for resale, resell and otherwise transfer the new notes, other than any holder that is an affiliate of ours within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act. This is true as long as the new notes are acquired in the ordinary course of the holders’ business, the holder has no arrangement or understanding with any person to participate in the distribution of the new notes and neither the holder nor any other person is engaging in or intends to engage in a distribution of the new notes. A broker-dealer that acquired original notes directly from us cannot exchange the original notes in the exchange offer. Any holder who tenders in the exchange offer for the purpose of participating in a distribution of the new notes cannot rely on the no-action letters of the staff of the SEC and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Each broker-dealer that receives new notes for its own account in exchange for original notes, where original notes were acquired by such broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. See “Plan of Distribution” for additional information.

 

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