ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Issuance of 3.500% Senior Secured Notes due 2041, 3.900% Senior Secured Notes
due 2052 and 3.850% Senior Secured Notes due 2061
On March 4, 2021 (the "Closing Date"), Charter Communications Operating, LLC
("CCO") and Charter Communications Operating Capital Corp. (together with CCO,
the "Issuers") issued (i) $1,500,000,000 aggregate principal amount of 3.500%
Senior Secured Notes due 2041 (the "2041 Notes"), (ii) $1,000,000,000 aggregate
principal amount of 3.900% Senior Secured Notes due 2052 (the "2052 Notes") and
(iii) $500,000,000 aggregate principal amount of 3.850% Senior Secured Notes due
2061 (the "Additional Notes") which form part of the same series as the Issuers
$1,350,000,000 principal amount of 3.850% Senior Secured Notes due 2061 issued
on December 4, 2020 (together with the Additional Notes, the "2061 Notes", the
2061 Notes, together with the 2041 Notes and 2052 Notes, the "Notes"). The
offering and sale of the Notes were made pursuant to an automatic shelf
registration statement on Form S-3 filed with the Securities and Exchange
Commission on December 7, 2020 and a prospectus supplement dated February 18,
2021.
In connection therewith, the Issuers entered into the below agreements.
Secured Notes Indenture
On December 4, 2020, the Issuers, CCO Holdings, LLC (the "Parent Guarantor") and
the other guarantors party thereto entered into an Eighteenth Supplemental
Indenture with The Bank of New York Mellon Trust Company, N.A., as trustee (in
such capacity, the "Trustee") and as collateral agent (in such capacity, the
"Collateral Agent"), in connection with the issuance of the 2061 Notes and the
terms thereof (the "Eighteenth Supplemental Indenture"). The Additional Notes
are issued under the Eighteenth Supplemental Indenture. On the Closing Date, the
Issuers, the Parent Guarantor and the other guarantors party thereto entered
into a Nineteenth Supplemental Indenture with The Bank of New York Mellon Trust
Company, N.A., as trustee (in such capacity, the "Trustee") and as collateral
agent (in such capacity, the "Collateral Agent"), in connection with the
issuance of the 2041 and 2052 Notes and the terms thereof (the "Nineteenth
Supplemental Indenture"). The Eighteenth and Nineteenth Supplemental Indentures
supplement a base indenture entered into on July 23, 2015, by and among the
Issuers, CCO Safari II, LLC, the Trustee and the Collateral Agent (the "Base
Indenture" and, together with the Eighteenth and Nineteenth Supplemental
Indenture, the "Indenture") providing for the issuance of senior secured notes
of the Issuers generally.
The Indenture provides, among other things, that interest is payable on the 2041
Notes on each June 1 and December 1, commencing June 1, 2021. Interest is
payable on the 2052 Notes on each June 1 and December 1, commencing June 1,
2021. Interest is payable on the 2061 Notes on each April 1 and October 1,
commencing April 1, 2021. At any time and from time to time prior to December 1,
2040, the Issuers may redeem the outstanding 2041 Notes in whole or in part at a
redemption price equal to 100% of the principal amount thereof, plus accrued and
unpaid interest on the principal amount being redeemed to, but not including,
the redemption date, plus a make-whole premium. On or after December 1, 2040,
the Issuers may redeem some or all of the outstanding 2041 Notes at a redemption
price equal to 100% of the principal amount of the 2041 Notes to be redeemed,
plus accrued and unpaid interest on the principal amount being redeemed to, but
not including, the redemption date. At any time and from time to time prior to
December 1, 2051, the Issuers may redeem the outstanding 2052 Notes in whole or
in part at a redemption price equal to 100% of the principal amount thereof,
plus accrued and unpaid interest on the principal amount being redeemed to, but
not including, the redemption date and a make-whole premium. On or after
December 1, 2051, the Issuers may redeem some or all of the outstanding 2052
Notes at a redemption price equal to 100% of the principal amount of the 2052
Notes to be redeemed, plus accrued and unpaid interest on the principal amount
being redeemed to, but not including, the redemption date. At any time and from
time to time prior to October 1, 2060, the Issuers may redeem the outstanding
2061 Notes in whole or in part at a redemption price equal to 100% of the
principal amount thereof, plus accrued and unpaid interest on the principal
amount being redeemed to, but not including, the redemption date, plus a
make-whole premium. On or after October 1, 2060, the Issuers may redeem some or
all of the outstanding 2061 Notes at a redemption price equal to 100% of the
principal amount of the 2061 Notes to be redeemed, plus accrued and unpaid
interest on the principal amount being redeemed to, but not including, the
redemption date. The Notes are senior secured obligations of the Issuers. The
Notes are guaranteed on a senior secured basis by the Parent Guarantor and all
of the subsidiaries of the Issuers that guarantee the obligations of CCO under
its credit agreement (collectively, the "Guarantors"). The Notes and the
guarantees are secured by a pari passu, first priority security interest,
subject to certain permitted liens, in the Issuers' and the Guarantors' assets
that secure obligations under the credit agreement.
The terms of the Indenture, among other things, limit the ability of the Issuers
to grant liens, sell all or substantially all of their assets or merge or
consolidate with other entities.
The Indenture provides for customary events of default which include (subject in
certain cases to customary grace and cure periods), among others, nonpayment of
principal or interest; breach of other covenants or agreements in the Indenture;
. . .
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information under the heading "Secured Notes Indenture" in Item 1.01 above
is incorporated herein by reference.
ITEM 7.01 REGULATION FD DISCLOSURE.
On the Closing Date, the Issuers completed the issuance and sale of the Notes.
The press release announcing the closing of the issuance and sale of the Notes
is filed herewith as Exhibit 99.2.
The furnishing of the attached press release is not an admission as to the
materiality of any information therein. The information contained in the press
release is summary information that is intended to be considered in the context
of more complete information included in the Company's filings with the U.S.
Securities and Exchange Commission (the "SEC") and other public announcements
that the Company has made and may make from time to time by press release or
otherwise.
The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit
99.2 attached hereto shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of
1933, as amended. The information contained in this Item 7.01 and in the
presentation attached as Exhibit 99.2 to this Current Report shall not be
incorporated by reference into any filing with the SEC made by the Company,
whether made before or after the date hereof, regardless of any general
incorporation language in such filing.
ITEM 8.01. OTHER EVENTS.
On February 18, 2021, the Issuers, the Parent Guarantor and the guarantors party
thereto entered into an underwriting agreement (the "Underwriting Agreement")
with Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Morgan
Stanley & Co. LLC, as representatives of the several underwriters named in
Schedule I thereto, with respect to the issuance and sale of an aggregate of
$1,500,000,000 principal amount of 3.500% Senior Secured Notes due 2041, an
aggregate of $1,000,000,000 principal amount of 3.900% Senior Secured Notes due
2052 and an aggregate of $500,000,000 principal amount of 3.850% Senior Secured
Notes due 2061. The Underwriting Agreement contains representations, warranties
and covenants of the parties thereto, conditions to closing, indemnification
obligations of the parties thereto and termination and other customary
provisions.
A copy of the Underwriting Agreement is filed herewith as Exhibit 99.1. The
foregoing description of the Underwriting Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Underwriting Agreement, which is filed as Exhibit 99.1 hereto and is
incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is being filed as part of this report:
Exhibit Number Description
4.1* Indenture, dated as of July 23, 2015, among Charter
Communications Operating, LLC, Charter Communications Operating
Capital Corp., and CCO Safari II, LLC, as issuers, and The Bank of
New York Mellon Trust Company, N.A., as trustee and collateral
agent (incorporated by reference to Exhibit 4.1 to the Current
Report on Form 8-K filed by Charter Communications, Inc. on July
27, 2015).
4.2* Eighteenth Supplemental Indenture, dated as of December 4, 2020,
among Charter Communications Operating, LLC, Charter Communications
Operating Capital Corp., as issuers, CCO Holdings, LLC, the
subsidiary guarantors party thereto and The Bank of New York Mellon
Trust Company, N.A., as trustee and collateral agent (incorporated
by reference to Exhibit 4.2 to the Current Report on Form 8-K filed
by Charter Communications, Inc. on December 4, 2020).
4.3 Nineteenth Supplemental Indenture, dated as of March 4, 2021,
among Charter Communications Operating, LLC, Charter Communications
Operating Capital Corp., as issuers, CCO Holdings, LLC, the
subsidiary guarantors party thereto and The Bank of New York Mellon
Trust Company, N.A., as trustee and collateral agent.
4.4 Form of 3.500% Senior Secured Notes due 2041 (included in Exhibit
4.3).
4.5 Form of 3.900% Senior Secured Notes due 2052 (included in Exhibit
4.3).
4.6* Form of 3.850% Senior Secured Notes due 2061 (included in Exhibit
4.2).
5.1 Legal Opinion of Kirkland & Ellis LLP.
23.1 Consent of Kirkland & Ellis LLP (included in Exhibit 5.1
hereto).
99.1 Underwriting Agreement, dated as of February 18, 2021, among
Charter Communications Operating, LLC, Charter Communications
Operating Capital Corp., CCO Holdings, LLC, as parent guarantor,
the subsidiary guarantors party thereto and Credit Suisse
Securities (USA) LLC, J.P. Morgan Securities LLC and Morgan Stanley
& Co. LLC, as representatives of the several underwriters named in
Schedule I thereto.
99.2 Press release dated March 4, 2021, announcing the closing of the
sale of the 3.500% Senior Secured Notes due 2041, the 3.900% Senior
Secured Notes due 2052 and the 3.850% Senior Secured Notes due
2061.
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL
* Incorporated by reference and not filed herewith.
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