Issuer Free Writing Prospectus filed pursuant to Rule 433
supplementing the Preliminary Prospectus Supplement dated
December 2, 2019 and the Prospectus dated December 22, 2017
Registration No. 333-222241-213
Charter Communications Operating, LLC
Charter Communications Operating Capital Corp.
$1,300,000,000 4.800% Senior Secured Notes due 2050 (the “Notes”)
December 2, 2019
Pricing Term Sheet dated December 2, 2019
to the
Preliminary Prospectus Supplement dated December 2, 2019
(the “Preliminary Prospectus Supplement”)
of Charter Communications Operating, LLC and Charter Communications Operating Capital Corp.
(the “Issuers”)
This Pricing Term Sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement.
The information in this Pricing Term Sheet supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary Prospectus Supplement.
Issuers: |
| Charter Communications Operating, LLC and Charter Communications Operating Capital Corp. |
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Principal Amount: |
| $1,300,000,000
On October 24, 2019, the Issuers issued $1,500,000,000 aggregate principal amount of Senior Secured Notes due 2050 (the “Existing Notes”). The Notes offered hereby will be issued as additional notes under the indenture governing the Existing Notes, fully fungible with the Existing Notes, treated as a single class for all purposes under the indenture governing the Existing Notes, and issued under the same CUSIP numbers as the Existing Notes. |
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Title of Securities: |
| 4.800% Senior Secured Notes due 2050 |
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Final Maturity Date: |
| March 1, 2050 |
Issue Price: |
| 101.964%, plus accrued and unpaid interest from October 24, 2019 |
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Coupon: |
| 4.800% |
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Benchmark Treasury: |
| 2.250% due August 15, 2049 |
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Spread to Benchmark Treasury: |
| +240 basis points |
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Benchmark Treasury Price and Yield: |
| 99-13+; 2.277% |
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Yield to Maturity: |
| 4.677% |
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Interest Payment Dates: |
| March 1 and September 1 |
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Record Dates: |
| February 15 and August 15 |
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First Interest Payment Date: |
| March 1, 2020 |
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CUSIP Number: |
| 161175 BT0 |
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ISIN Number: |
| US161175BT05 |
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Optional Redemption: |
| Prior to the Par Call Date (as defined below), the Notes will be redeemable, in whole or in part, at the Issuers’ option, at any time or from time to time, on at least 15 days’ but not more than 30 days’ prior notice to each Holder of the Notes to be redeemed, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium (as defined below) plus accrued but unpaid interest to but excluding the redemption date (subject to the rights of Holders of the Notes on a record date to receive the related interest payment on the related interest payment date).
“Applicable Premium” means with respect to a Note the greater of (A) 1.0% of the principal amount of such Note and (B) on any redemption date, the excess (to the extent positive) of:
(a) the present value at such redemption date of (i) 100% of the principal amount of such Note on the Par Call Date, plus (ii) all required interest payments due on such Note to and including the Par Call Date (excluding accrued but unpaid interest to the redemption date), computed upon the redemption date using a discount rate equal to the Applicable Treasury Rate at such redemption date plus 40 basis points; over
(b) the outstanding principal amount of such Note; in each case, as calculated by the Issuers or on behalf of the Issuers by such Person as the Issuers shall designate.
“Par Call Date” means September 1, 2049.
On or after the Par Call Date, the Issuers may redeem the Notes, in whole or |
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| in part, at the Issuers’ option, on at least 15 days’ but not more than 30 days’ prior notice to the registered holders thereof at a redemption price equal to 100% of the principal amount of such Notes to be redeemed plus accrued and unpaid interest on the principal amount being redeemed to, but not including, the redemption date (subject to the rights of Holders of the Notes on a record date to receive the related interest payment on the related interest payment date). |
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Use of Proceeds: |
| The Issuers intend to use the net proceeds from this offering, to pay related fees and expenses and for general corporate purposes, including distribution to parent companies to fund potential buybacks of Class A common stock of Charter Communications, Inc. or common units of Charter Communications Holdings, LLC, a subsidiary of Charter Communications, Inc., as well as repaying certain indebtedness, which may include all or a portion of the 3.579% Senior Secured Notes due 2020 issued by the Issuers. |
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Joint Book-Running Managers: |
| Deutsche Bank Securities Inc. |
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Co-Managers: |
| Barclays Capital Inc. |
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Trade Date: |
| December 2, 2019 |
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Settlement Date: |
| December 16, 2019 (T+10)
We expect that delivery of the Notes will be made to investors on or about December 16, 2019, which will be the tenth business day following the date of this Pricing Term Sheet (such settlement cycle being herein referred to as “T+10”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market are required to settle in two business days, unless the |
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| parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the date that is two business days preceding the settlement date will be required, by virtue of the fact that the Notes initially will settle in T+10, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes hereunder during such period should consult their advisors. |
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Distribution: |
| SEC Registered (Registration No. 333-222241-213) |
The Issuers and the guarantors have filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents that the Issuers and the guarantors have filed with the SEC for more complete information about the Issuers, the guarantors and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement and accompanying prospectus may be obtained by contacting Deutsche Bank Securities Inc., Attention: Prospectus Group, 60 Wall Street, New York, NY 10005; Telephone: (800) 503-4611; E-mail: prospectus.CPDG@db.com, Mizuho Securities USA LLC, Attention: Debt Capital Markets, 320 Park Avenue, 12th Floor, New York, NY 10022, Telephone: (866) 271-7403, or Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; Telephone: (866) 718-1649, E-mail: prospectus@morganstanley.com.
