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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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Issuance of 2.300% Senior Secured Notes due 2032, 3.700% Senior Secured Notes due 2051 and 3.850% Senior Secured Notes due 2061
On December 4, 2020 (the “Closing Date”), Charter Communications Operating, LLC (“CCO”) and Charter Communications Operating Capital Corp. (together with CCO, the “Issuers”) issued (i) $1,000,000,000 aggregate principal amount of 2.300% Senior Secured Notes due 2032 (the “2032 Notes”), (ii) $1,350,000,000 aggregate principal amount of 3.850% Senior Secured Notes due 2061 and (iii) $650,000,000 aggregate principal amount of 3.700% Senior Secured Notes due 2051 (the “Additional Notes”) which form part of the same series as the Issuers $1,400,000,000 principal amount of 3.700% Senior Secured Notes due 2051 issued on April 17, 2020 (together with the Additional Notes, the “2051 Notes”, the 2051 Notes, together with the 2032 Notes and 2061 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 22, 2017 and a prospectus supplement dated November 19, 2020.
In connection therewith, the Issuers entered into the below agreements.
On the April 17, 2020, the Issuers, CCO Holdings, LLC (the “Parent Guarantor”) and the other guarantors party thereto entered into a Sixteenth 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 2051 Notes and the terms thereof (the “Sixteenth Supplemental Indenture”). The Additional Notes are issued under the Sixteenth Supplemental Indenture. On the Closing Date, the Issuers, the Parent Guarantor and the other guarantors party thereto entered into a 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 2032 and 2061 Notes and the terms thereof (the “Eighteenth Supplemental Indenture”). The Sixteenth and Eighteenth 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 Sixteenth and Eighteenth 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 2032 Notes on each February 1 and August 1, commencing February 1, 2021. Interest is payable on the 2051 Notes on each April 1 and October 1, commencing April 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 November 1, 2031, the Issuers may redeem the outstanding 2032 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 November 1, 2031, the Issuers may redeem some or all of the outstanding 2032 Notes at a redemption price equal to 100% of the principal amount of the 2032 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, 2050, the Issuers may redeem the outstanding 2051 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 October 1, 2050, the Issuers may redeem some or all of the outstanding 2051 Notes at a redemption price equal to 100% of the principal amount of the 2051 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
, first priority security interest, subject to certain permitted liens, in the Issuers’ and the Guarantors’ assets that secure obligations under the credit agreement.