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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

DESCRIPTION OF NOTES

This description of notes relates to the 3.750% senior secured notes due 2028 (the “3.750% 2028 Notes”); 4.200% senior secured notes due 2028 (the “4.200% 2028 Notes”); and the 5.375% senior secured notes due 2047 (the “2047 Notes” and, together with the 3.750% 2028 Notes and the 4.200% 2028 Notes, the “Notes”), in each case to be issued by Charter Communications Operating, LLC and Charter Communications Operating Capital Corp. (the “Issuers” and each an “Issuer”) in exchange for a like principal amount of the original notes consisting of: $1,000,000,000 aggregate principal amount of 3.750% Senior Secured Notes due 2028 (the “original 3.750% 2028 notes”), $1,250,000,000 aggregate principal amount of 4.200% Senior Secured Notes due 2028 (the “original 4.200% 2028 notes”) and $2,500,000,000 aggregate principal amount of 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”), issued by the Issuers pursuant to a base 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 and as collateral agent, as supplemented by (1) a supplemental indenture, dated as of April 20, 2017, relating to the 2047 Notes, (2) a supplemental indenture, dated as of July 6, 2017, relating to the 3.750% 2028 Notes and (3) a supplemental indenture, dated as of September 18, 2017, relating to the 4.200% 2028 Notes (as so supplemented with respect to each series, the “Indenture”), by and among the Issuers, the Note Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., as trustee and as collateral agent. Interest on each Note will accrue from the last interest payment date on which interest was paid on the tendered original note in exchange therefor or, if no interest has been paid on such original note, from the first date original notes of such series were issued. Any original 3.750% 2028 note that remains outstanding after completion of the exchange offer, together with the 3.750% 2028 Notes, will be treated as a single class of securities under the Indenture, any original 4.200% 2028 note that remains outstanding after completion of the exchange offer, together with the 4.200% 2028 Notes, will be treated as a single class of securities under the Indenture, and any original 2047 note that remains outstanding after completion of the exchange offer, together with the 2047 Notes, will be treated as a single class of securities under the Indenture.

The 3.750% 2028 Notes, the 4.200% 2028 Notes and the 2047 Notes, respectively, are each sometimes referred to as a separate “series” of Notes. In this section, we refer to Charter Communications Operating, LLC and Charter Communications Operating Capital Corp. as the “Issuers,” and we sometimes refer to them each as an “Issuer.” We may also refer to Charter Communications Operating, LLC, including its successors, as “CCO.” Such references do not include any subsidiaries of such entities. You can find the definitions of certain terms used in this description under the subheading “—Certain Definitions.”

The following description is a summary of the material provisions of the Indenture, the Security Documents (as defined below) and the Intercreditor Agreement (as defined below). It does not restate the Indenture, the Security Documents and the Intercreditor Agreement in their entirety. We urge you to read the Indenture, the Security Documents and the Intercreditor Agreement because they, and not this description, define your rights as Holders of the Notes. The terms of the Notes will include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended. Copies of the forms of Indenture, Security Documents and Intercreditor Agreement are available as set forth under “Incorporation by Reference; Additional Information.”

Brief Description of the Notes

The Notes will be:

 

    senior obligations of the Issuers;

 

    pari passu in right of payment with all existing and future senior indebtedness of the Issuers (including obligations under the Credit Agreement, the Existing Secured Notes and the Issuers’ guarantees of the Existing TWC Notes);

 

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