ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Issuance of 4.250% Senior Notes due 2031
On July 9, 2020 (the “Closing Date”), CCO Holdings,
LLC (“CCO Holdings”) and CCO Holdings Capital Corp. (together with CCO Holdings, the “CCOH Issuers”), subsidiaries
of Charter Communications, Inc. (the “Company”), issued $1.5 billion aggregate principal amount of 4.250% Senior Notes
due 2031 (the “Notes”). The Notes were sold to persons reasonably believed to be qualified institutional buyers in
reliance on Rule 144A and outside the United States to non-U.S. persons in reliance on Regulation S. The Notes have not been registered
under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, unless so registered,
may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state securities laws.
In connection therewith, the CCOH Issuers entered into the below
agreements.
Indenture
On the Closing Date, the CCOH Issuers entered into a fifth supplemental
indenture with The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), in connection with the
issuance of the Notes and the terms thereof (the “Fifth Supplemental Indenture”). The Fifth Supplemental Indenture
supplements a base indenture entered into on May 23, 2019 with the Trustee (the “Base Indenture” and, together with
the Fifth Supplemental Indenture, the “Indenture”) providing for the issuance of senior notes generally. The Indenture
provides, among other things, that the Notes are general unsecured obligations of the CCOH Issuers. The Notes are not guaranteed.
Interest is payable on the Notes on each February 1 and August
1, commencing February 1, 2021.
At any time and from time to time prior to July 1, 2025, the
CCOH Issuers may redeem the outstanding Notes in whole or in part at a redemption price equal to 100% of the principal amount thereof
plus accrued and unpaid interest and special interest, if any, on such Notes to the redemption date, plus a make-whole premium.
On or after July 1, 2025, the CCOH Issuers may redeem some or all of the outstanding Notes at redemption prices set forth in the
Fifth Supplemental Indenture. In addition, at any time prior to July 1, 2023, the CCOH Issuers may redeem up to 40% of the Notes
using proceeds from certain equity offerings at a redemption price equal to 104.250% of the principal amount thereof, plus accrued
and unpaid interest and special interest, if any, on such Notes to the redemption date, provided that certain conditions are met.
The terms of the Indenture, among other things, limit the ability
of the CCOH Issuers to incur additional debt and issue preferred stock; pay dividends or make other restricted payments; make certain
investments; grant liens; allow restrictions on the ability of certain of their subsidiaries to pay dividends or make other payments;
sell assets; merge or consolidate with other entities; and enter into transactions with affiliates.
Subject to certain limitations, in the event of a Change of
Control (as defined in the Fifth Supplemental Indenture), the CCOH Issuers will be required to make an offer to purchase all of
the Notes at a price equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest
and special interest, if any, to the date of repurchase thereof.
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; failure to pay certain other indebtedness; failure to pay certain final judgments;
failure of certain guarantees to be enforceable; and certain events of bankruptcy or insolvency. Generally, if an event of default
occurs, the Notes Trustee or the holders of at least 30% in aggregate principal amount of the then outstanding Notes may declare
all the Notes to be due and payable immediately.
Registration Rights Agreement
In connection with the sale of the Notes, the CCOH Issuers entered
into an Exchange and Registration Rights Agreement with respect to the Notes, dated as of the Closing Date (the “Registration
Rights Agreement”), with Morgan Stanley & Co. LLC, as representative of the several Purchasers (as defined in the Registration
Rights Agreement). Under the Registration Rights Agreement, the CCOH Issuers have agreed, in certain circumstances, to file a registration
statement with respect to an offer to exchange the Notes for a new issue of substantially identical notes registered under the
Securities Act, to cause the exchange offer registration statement to be declared effective and to consummate the exchange offer
no later than 450 days following July 9, 2020. The CCOH Issuers may be required to provide a shelf registration statement to cover
resales of the Notes under certain circumstances. If the foregoing obligations are not satisfied, the CCOH Issuers may be required
to pay holders of the Notes additional interest at a rate of 0.25% per annum of the principal amount thereof for 90 days immediately
following the occurrence of any registration default. Thereafter, the amount of additional interest will increase by an additional
0.25% per annum of the principal amount thereof to 0.50% per annum of the principal amount thereof until all registration defaults
have been cured.
For a complete description of the Indenture and the Notes, please
refer to a copy of the Base Indenture, incorporated by reference as Exhibit 4.1. Copies of the Fifth Supplemental Indenture, the
form of the Notes and the Registration Rights Agreement are filed herewith as Exhibits 4.2, 4.3 and 10.1, respectively, and are
each incorporated herein by reference. The foregoing descriptions of the Base Indenture, the Fifth Supplemental Indenture, the
Notes and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the
full text of those documents.