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424B3
INSIGHT COMMUNICATIONS COMPANY L P filed this Form 424B3 on 10/25/2017
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Interest on the 2047 Notes will accrue at the rate of 5.375% per annum. Interest on the 2047 Notes offered hereby will accrue from November 1, 2017. Interest on the 2047 Notes will be payable semi-annually in arrears on May 1 and November 1 to Holders of record on the immediately preceding April 15 and October 15, respectively, commencing on May 1, 2018. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

The Issuers may issue an unlimited principal amount of Additional Notes of any series under the Indenture. The Notes of a series and any Additional Notes of such series subsequently issued under the Indenture will be treated as a single class for all purposes of the Indenture. For purposes of this description, unless otherwise indicated, references to the Notes of a series include the Notes of such series issued on the Issue Date with respect to such series and any Additional Notes of such series subsequently issued under the Indenture.

Optional Redemption

Prior to the Par Call Date (as defined below) with respect to each series of the Notes, the Notes of such series will be redeemable, in whole or in part, at the Issuers’ option, at any time or from time to time, on at least 15 days’ but not more than 30 days’ prior notice to each Holder of the Notes of such series to be redeemed, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium (as defined below) plus accrued but unpaid interest to but excluding the redemption date (subject to the rights of Holders of the Notes of such series on a record date to receive the related interest payment on the related interest payment date).

“Applicable Premium” means with respect to a Note of any series the greater of (A) 1.0% of the principal amount of such Note and (B) on any redemption date, the excess (to the extent positive) of:

 

  (a) the present value at such redemption date of (i) 100% of the principal amount of such Note on the Par Call Date, plus (ii) all required interest payments due on such Note to and including the Par Call Date (excluding accrued but unpaid interest to the redemption date), computed upon the redemption date using a discount rate equal to the Applicable Treasury Rate at such redemption date plus (A) in the case of the 3.750% 2028 Notes, 25 basis points, (B) in the case of the 4.200% 2028 Notes, 35 basis points and (C) in the case of the 2047 Notes, 35 basis points; over

 

  (b) the outstanding principal amount of such Note;

in each case, as calculated by the Issuer or on behalf of the Issuers by such Person as the Issuers shall designate.

“Applicable Treasury Rate” with respect to a Note of any series means, as of any redemption date, the weekly average rounded to the nearest 1/100th of a percentage point (for the most recently completed week for which such information is available as of the date that is two Business Days prior to the redemption date) of the yield to maturity of United States Treasury securities with a constant maturity (as compiled and published in the Federal Reserve Statistical Release H.15 with respect to each applicable day during such week (or, if such statistical release is not so published or available, any publicly available source of similar market data selected by the Issuer in good faith)) most nearly equal to the period from the redemption date to the Par Call Date for such Note; provided, however, that if the period from the redemption date to such Par Call Date is not equal to the constant maturity of a United States Treasury security for which such an average yield is given, the Applicable Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the redemption date to such applicable date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

“Par Call Date” means (a) with respect to the 3.750% 2028 Notes, November 15, 2027, (b) with respect to the 4.200% 2028 Notes, December 15, 2027 and (c) with respect to the 2047 Notes, November 1, 2046.

On or after the Par Call Date for the Notes of any series, the Issuers may redeem the Notes of such series, in whole or in part, at the Issuers’ option, on at least 15 days, but not more than 30 days, prior notice to the

 

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