ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 24, 2019, Charter Communications Operating, LLC (“Charter Operating”), CCO Holdings, LLC (“CCO Holdings”) and certain of Charter Operating’s subsidiaries entered into that certain Amendment No. 1 (“Amendment No. 1”) with the Lenders (as defined therein) party thereto and Bank of America, N.A., as administrative agent (the “Administrative Agent”) to (i) the Amended and Restated Credit Agreement, dated as of March 18, 1999, as amended and restated on December 21, 2017, by and among Charter Operating, CCO Holdings, certain of Charter Operating’s subsidiaries, the Lenders party thereto and the Administrative Agent (such credit agreement as in effect immediately prior to Amendment No. 1, the “Existing Credit Agreement” and as amended by Amendment No. 1, the “Amended Credit Agreement”) and (ii) the Guarantee and Collateral Agreement, dated as of March 18, 1999, as amended and restated as of March 31, 2010, as further amended and restated on May 18, 2016, by and among Charter Operating, CCO Holdings, certain of Charter Operating’s subsidiaries and the Administrative Agent (such guarantee and collateral agreement as in effect immediately prior to Amendment No. 1, the “Existing Guarantee and Collateral Agreement” and as amended by Amendment No. 1, the “Amended Guarantee and Collateral Agreement”).
The changes to the Existing Credit Agreement include, among other things, (i) increasing the size of the revolving credit facilities to $4.75 billion from $4.0 billion, including by establishing new Revolving B Commitments, (ii) converting a portion of the existing Revolving A Commitments into Revolving B Commitments , (iii) converting a portion of the existing TermA-2 Loans to TermA-3 Loans and borrowing an additional $1.7 billion of TermA-3 Loans and (iv) extending certain maturity dates with respect to the converted TermA-3 Loans and converted Revolving B Commitments, as set forth below.
(i) (x) the Amended Credit Agreement provides for a $4.75 billion revolving credit facility, with $248,500,000 in Revolving A Commitments and $4,501,500,000 in Revolving B Commitments and (y) (A) Revolving Loans, at the option of Charter Operating, bear interest at the Eurodollar Rate plus 1.50% or ABR plus 0.50% (unchanged from the Existing Credit Agreement), (B) the maturity date of the Revolving B Commitments is March 29, 2024 (with the maturity of the Revolving A Commitments that were not converted into Revolving B Commitments unchanged at March 31, 2023); and
(ii) (x) the Amended Credit Agreement provides for an additional amount of TermA-3 Loans in an aggregate principal amount of $1,692,275,000 and (y) (A) the TermA-3 Loans, at the option of Charter Operating, bear interest at the Eurodollar Rate plus 1.50% or ABR plus 0.50% (unchanged from the existing interest rate for the TermA-2 Loans thereby converted) and (B) the maturity date of the TermA-3 Loans is March 29, 2024 (replacing the maturity of the prior TermA-2 Loans of March 31, 2023 for the portion of TermA-2 Loans thereby converted); and
(iii) the principal amount, interest rate and maturity date of the Term B Loans remain unchanged from the Existing Credit Agreement.
Amendment No. 1 also (i) changes the guarantee and lien release provisions of the Existing Credit Agreement and the Existing Guarantee and Collateral Agreement to permit, at Charter Operating’s option, the release of the guarantees of certain de minimis subsidiaries and the release of liens on the assets of such subsidiaries and (ii) makes changes to the definition of Non-Recourse Subsidiary.
A copy of Amendment No. 1 is filed herewith as Exhibit 10.1, and is incorporated herein by reference. The foregoing description of Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to the full text of this document.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER ANOFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information in Item 1.01 above is incorporated herein by reference.
ITEM 8.01. OTHER EVENTS.
On January 29, 2019, Charter Communications, Inc. issued a press release announcing the closing of Amendment No. 1. A copy of the press release is filed herewith as Exhibit 99.1.
