| ITEM 1.01. | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
Issuance of 5.050% Senior Secured Notes due 2029 and 5.750% Senior Secured Notes due 2048
On January 17, 2019 (the “Closing Date”), Charter Communications Operating, LLC (“CCO”) and Charter Communications Operating Capital Corp. (together with CCO, the “Issuers”) issued (i) $1.25 billion aggregate principal amount of 5.050% Senior Secured Notes due 2029 (the “2029 Notes”) and (ii) $750 million aggregate principal amount of 5.750% Senior Secured Notes due 2048 (the “2048 Notes” and, together with the 2029 Notes, the “Notes”). The offering and sale of the Notes were made pursuant to an automatic shelf registration statement on FormS-3 filed with the Securities and Exchange Commission on December 22, 2017 and a prospectus supplement dated January 14, 2019.
In connection therewith, the Issuers entered into the below agreement.
Secured Notes Indenture
On the Closing Date, the Issuers, CCO Holdings, LLC (the “Parent Guarantor”) and the other guarantors party thereto entered into a Twelfth 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 2029 Notes and the terms thereof (the “Twelfth Supplemental Indenture”). The 2048 Notes were issued pursuant to the Ninth Supplemental Indenture, dated as of April 17, 2018, by and among the Issuers, the Parent Guarantor and the other guarantors party thereto, the Trustee and the Collateral Agent (the “Ninth Supplemental Indenture”). The Ninth Supplemental Indenture and the Twelfth Supplemental Indenture each 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 Ninth Supplemental Indenture and the Twelfth 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 2029 Notes on each March 30 and September 30, commencing September 30, 2019. Interest is payable on the 2048 Notes on each April 1 and October 1, commencing April 1, 2019.
At any time and from time to time prior to December 30, 2028, the Issuers may redeem the outstanding 2029 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 December 30, 2028, the Issuers may redeem some or all of the outstanding 2029 Notes at a redemption price equal to 100% of the principal amount of the 2029 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, 2047, the Issuers may redeem the outstanding 2048 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, 2047, the Issuers may redeem some or all of the outstanding 2048 Notes at a redemption price equal to 100% of the principal amount of the 2048 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 apari passu, first priority security interest, subject to certain permitted liens, in the Issuers’ and the Guarantors’ assets that secure obligations under the credit agreement.
The terms of the Indenture, among other things, limit the ability of the Issuers to grant liens, sell all or substantially all of their assets or merge or consolidate with other entities.
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 of certain guarantees to be enforceable; cessation of a material portion of the collateral subject to liens or disaffirmation of obligations under the security documents establishing the security interest in the collateral securing the Notes; and certain events of bankruptcy or insolvency. Generally, if an event of default occurs, the Trustee or the holders of at least 30% in aggregate principal amount of the then outstanding Notes of a series may declare all the Notes of such series to be due and payable immediately.
For a complete description of the Indenture and the Notes, please refer to copies of the Ninth Supplemental Indenture, the form of the 2048 Notes, the Twelfth Supplemental Indenture and the form of the 2029 Notes filed herewith as Exhibits 4.2, 4.3, 4.4 and 4.5, respectively. The foregoing descriptions of the Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of those documents.
