0001091667 false 400 Atlantic Street 06901 0001271833 false 8-K 2020-02-03 Delaware false false false false 0001271834 false 8-K 2020-02-03 Delaware false false false false 0001091667 2020-02-02 2020-02-03 0001091667 chtr:CCOHoldingsLLCMember 2020-02-02 2020-02-03 0001091667 chtr:CCOHoldingsCapitalCorpMember 2020-02-02 2020-02-03 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES
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): February 3, 2020

 

 

 

 

 

 

Charter Communications, Inc.

CCO Holdings, LLC

CCO Holdings Capital Corp.

(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
333-112593-01   20-0257904

(Commission File Number)

 

(I.R.S. Employer Identification Number)

 

400 Atlantic Street

Stamford, Connecticut 06901

(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 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 2020-02-03
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 06901
Co-Registrant City area code 203
Co-Registrant Local Phone number 905-7801
Co-Registrant Emerging Growth Company false
Co-Registrant CIK 0001271834
Co-Registrant Amendment Flag false
Co-Registrant Form Type 8-K
Co-Registrant DocumentPeriodEndDate 2020-02-03
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 06901
Co-Registrant City area code 203
Co-Registrant Local Phone number 905-7801
Co-Registrant Emerging Growth Company false

 

 

 

ITEM 7.01. Regulation FD Disclosure.

 

On February 3, 2020, CCO Holdings, LLC and CCO Holdings Capital Corp., as issuers (the “Issuers”), entered into a purchase agreement (the “Purchase Agreement”) with respect to the issuance and sale of an aggregate of $1,650,000,000 principal amount of 4.500% Senior Notes due 2030 (the “Offering”). Proceeds from the Offering will be used to pay related fees and expenses and for general corporate purposes, including repaying certain indebtedness, including repayment of all of the Issuers' 5.125% Senior Notes due 2023, 5.750% Senior Notes due 2023 and 5.750% Senior Notes due 2024 (collectively, the “Notes to be Redeemed”), as well as to fund potential buybacks of Class A common stock of Charter Communications, Inc. or common units of Charter Communications Holdings, LLC. The Issuers also issued a notice of conditional redemption providing for the redemption of any and all of the Notes to be Redeemed (the “Redemption”). The Redemption is also conditioned upon consummation of the Offering.

 

The Purchase 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.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

Exhibit

 

Description

99.1   Press release regarding notes offer, dated February 3, 2020.
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., CCO Holdings, LLC and CCO Holdings Capital Corp. 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
Date: February 5, 2020   Executive Vice President, Chief Accounting Officer and Controller
     
     
  CCO Holdings, LLC
  Registrant
     
     
  By: /s/ Kevin D. Howard
    Kevin D. Howard
Date: February 5, 2020   Executive Vice President, Chief Accounting Officer and Controller
     
     
  CCO Holdings Capital Corp.
  Registrant
     
     
  By: /s/ Kevin D. Howard
    Kevin D. Howard
Date: February 5, 2020   Executive Vice President, Chief Accounting Officer and Controller

 

 

 

 

 

Exhibit Index

 

Exhibit

 

Description

 99.1   Press release regarding offer, dated February 3, 2020.
104   The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

 

 

 

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