ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Issuance of 4.500% Senior Notes due 2033
On
Senior Notes Indenture
The Senior Notes Indenture provides, among other things, that the CCOH 2033 Notes are general unsecured obligations of the CCOH Issuers. The CCOH 2033 Notes are not guaranteed.
Interest is payable on the CCOH 2033 Notes on each
At any time and from time to time prior to
The terms of the Senior Notes 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 Sixth Supplemental Indenture), the CCOH Issuers will be required to make an offer to purchase all of the CCOH 2033 Notes at a price equal to 101% of the aggregate principal amount of the CCOH 2033 Notes repurchased, plus accrued and unpaid interest and special interest, if any, to the date of repurchase thereof.
The Senior Notes 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 Senior Notes 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 Senior Notes Trustee or the holders of at least 30% in aggregate principal amount of the then outstanding CCOH 2033 Notes may declare all the CCOH 2033 Notes to be due and payable immediately.
Registration Rights Agreement
In connection with the sale of the New CCOH 2033 Notes, the CCOH Issuers entered
into an Exchange and Registration Rights Agreement with respect to the New CCOH
2033 Notes, dated as of the Closing Date (the "Registration Rights Agreement"),
with
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 headings "Senior Notes Indenture" and "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 New CCOH 2033 Notes and the CCO Notes. The press releases announcing the closing of the issuance and sale of the New CCOH 2033 Notes and the CCO Notes are filed herewith as Exhibit 99.2 and Exhibit 99.3, respectively.
The furnishing of the attached press releases is not an admission as to the
materiality of any information therein. The information contained in the press
releases is summary information that is intended to be considered in the context
of more complete information included in the Company's filings with the
The information in this Item 7.01 of this Current Report on Form 8-K,
Exhibit 99.2 and Exhibit 99.3 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 and Exhibit 99.3
to this Current Report shall not be incorporated by reference into any filing
with the
3 ITEM 8.01. OTHER EVENTS.
On
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.
Exhibit Number Description 4.1* Indenture, dated as ofMay 23, 2019 , amongCCO Holdings, LLC , CCOHoldings Capital Corp. andThe Bank of New York Mellon Trust Company, N.A. , as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed byCharter Communications, Inc. onMay 30, 2019 ). 4.2* Sixth Supplemental Indenture, dated as ofApril 22, 2021 , amongCCO Holdings, LLC ,CCO Holdings Capital Corp. andThe Bank of New York Mellon Trust Company, N.A. , as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed byCharter Communications, Inc. onApril 27, 2021 ). 4.3* Form of 4.500% Senior Notes due 2033 (included in Exhibit 4.2). 4.4* Indenture, dated as ofJuly 23, 2015 , amongCharter Communications Operating, LLC ,Charter Communications Operating Capital Corp. andCCO Safari II, LLC , as issuers, andThe 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 byCharter Communications, Inc. onJuly 27, 2015 ). 4.5* Nineteenth Supplemental Indenture, dated as ofMarch 4, 2021 , amongCharter Communications Operating, LLC ,Charter Communications Operating Capital Corp. , as issuers,CCO Holdings, LLC , the subsidiary guarantors party thereto andThe Bank of New York Mellon Trust Company, N.A. , as trustee and collateral agent (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed byCharter Communications, Inc. onMarch 4, 2021 ). 4.6 Twentieth Supplemental Indenture, dated as ofJune 2, 2021 , amongCharter Communications Operating, LLC ,Charter Communications Operating Capital Corp. , as issuers,CCO Holdings, LLC , the subsidiary guarantors party thereto andThe Bank of New York Mellon Trust Company, N.A. , as trustee and collateral agent. 4.7* Form of 3.900% Senior Notes due 2052 (included in Exhibit 4.5). 4.8 Form of 4.400% Senior Notes due 2061 (included in Exhibit 4.6). 5.1 Legal Opinion ofKirkland & Ellis LLP . 10.1 Exchange and Registration Rights Agreement, datedJune 2, 2021 , relating to the 4.500% Senior Notes due 2033, amongCCO Holdings, LLC ,CCO Holdings Capital Corp. andDeutsche Bank Securities Inc. , as representative of the several Purchasers (as defined therein). 4 23.1 Consent ofKirkland & Ellis LLP (included in Exhibit 5.1 hereto). 99.1 Underwriting Agreement, dated as ofMay 18, 2021 , amongCharter Communications Operating, LLC ,Charter Communications Operating Capital Corp. ,CCO Holdings, LLC , as parent guarantor, the subsidiary guarantors party thereto andDeutsche Bank Securities Inc. ,Mizuho Securities USA LLC andMorgan Stanley & Co. LLC , as representatives of the several underwriters named in Schedule I thereto. 99.2 Press release datedJune 2, 2021 , announcing the closing of the sale of the 4.500% Senior Notes due 2033. 99.3 Press release datedJune 2, 2021 , announcing the closing of the sale of the 3.900% Senior Secured Notes due 2052 and 4.400% 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
5
© Edgar Online, source