0001091667 false 400 Atlantic Street 06091 0001271833 false 8-K 2019-12-02 Delaware false false false false 0001091667 2019-12-01 2019-12-02 0001091667 chtr:CCOHoldingsLLCMember 2019-12-01 2019-12-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

  

FORM 8-K

 

 

 

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): December 2, 2019

 

 

 

 

Charter Communications, Inc.

CCO Holdings, LLC

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation or organization)

 

001-33664   84-1496755
001-37789   86-1067239

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

400 Atlantic Street

Stamford, Connecticut 06091

(Address of principal executive offices including zip code)

 

(203) 905-7801 

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which
registered

Class A Common Stock, $.001 Par Value   “CHTR”   NASDAQ Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Co-Registrant CIK 0001271833
Co-Registrant Amendment Flag false
Co-Registrant Form Type 8-K
Co-Registrant DocumentPeriodEndDate 2019-12-02
Incorporate State Country Code Delaware
Co-Registrant Written Communications false
Co-Registrant Solicitating Materials false
Co-Registrant PreCommencement Tender Offer false
Co-Registrant PreCommencement Issuer Tender Offer false
Co-Registrant AddressLine1 400 Atlantic Street
Co-Registrant City or Town Stamford
Co-Registrant State Connecticut
Co-Registrant Postal Zip code 06091
Co-Registrant City area code 203
Co-Registrant Local Phone number 905-7801
Co-Registrant Emerging Growth Company false

 

 

 

 

ITEM 8.01. OTHER EVENTS.

 

On December 2, 2019, Charter Communications Operating, LLC and Charter Communications Operating Capital Corp., as issuers (the “Issuers”), CCO Holdings, LLC, as parent guarantor, and the guarantors party thereto entered into an underwriting agreement (the “Underwriting Agreement”) with Deutsche Bank Securities Inc., Mizuho Securities USA 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 $1,300,000,000 principal amount of 4.800% Senior Secured Notes due 2050 (the “Notes”). The Notes will form part of the same series as the $1,500,000,000 aggregate principal amount of the Issuers’ Senior Secured Notes issued on October 24, 2019. 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
     
99.1   Underwriting Agreement, dated as of December 2, 2019, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Holdings, LLC, as parent guarantor, the subsidiary guarantors party thereto and Deutsche Bank Securities Inc., Mizuho Securities USA LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule I thereto.
     
104   The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each of Charter Communications, Inc. and CCO Holdings, LLC has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  CHARTER COMMUNICATIONS, INC.
  Registrant
   
  By: /s/ Kevin D. Howard 
    Kevin D. Howard
    Executive Vice President, Chief Accounting Officer and Controller

 

 

Date: December 5, 2019

 

  CCO HOLDINGS, LLC
  Registrant
   
  By: /s/ Kevin D. Howard 
    Kevin D. Howard
    Executive Vice President, Chief Accounting Officer and Controller

 

Date: December 5, 2019

 

 

 

 

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