8-KMaterial Agreements

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Material Agreement (May 11, 2010)

Filed May 11, 2010For Securities:CHTR

Summary

This Form 8-K filing by Charter Communications, Inc. (CHTR) on May 11, 2010, details significant changes related to its debt obligations. The company's wholly-owned subsidiaries, CCO Holdings, LLC and CCO Holdings Capital Corp., successfully solicited consents from holders of their 8.75% Senior Notes due 2013. A substantial majority of noteholders (92.6%) agreed to amendments to the governing indenture, which effectively remove most restrictive covenants and certain default provisions. Furthermore, Charter Communications, Inc. itself has irrevocably guaranteed the payment obligations under a Credit Agreement involving CCO Holdings. This corporate guarantee, coupled with the indenture amendments, means that CCO Holdings and CCO Holdings Capital will no longer be required to file separate reports with the SEC. Instead, their financial information will be incorporated into Charter Communications' consolidated SEC filings. This move simplifies reporting and signals a change in how these subsidiaries' financial health will be communicated to the public and investors.

Key Highlights

  • 1Charter Communications' subsidiaries, CCO Holdings, received requisite consents from 8.75% Senior Notes due 2013 holders for indenture amendments.
  • 2The amendments eliminate substantially all restrictive covenants and certain event of default provisions in the indenture.
  • 3Charter Communications, Inc. provided an irrevocable guarantee for payment and performance obligations under the CCO Holdings Credit Agreement.
  • 4As a result of the guarantee and indenture amendments, CCO Holdings and CCO Holdings Capital will cease filing their own SEC reports.
  • 5Financial information for CCO Holdings and CCO Holdings Capital will now be included in Charter Communications' consolidated SEC filings.
  • 6The effective date of the supplemental indenture was May 5, 2010.
  • 7The tender offer and consent solicitation for the Notes were made pursuant to an Offer to Purchase and Consent Solicitation Statement dated April 14, 2010.

Frequently Asked Questions

The supplemental indenture, entered into on May 5, 2010, eliminates substantially all restrictive covenants and certain event of default provisions for the 8.75% Senior Notes due 2013. This reduces the reporting and compliance burdens for the issuers, CCO Holdings and CCO Holdings Capital.

This is a consequence of two main factors: (1) Charter Communications, Inc. has provided an irrevocable guarantee for the debt obligations under CCO Holdings' Credit Agreement, and (2) the amendments to the indenture for the 8.75% Senior Notes have reduced certain obligations. These changes allow Charter Communications to satisfy the reporting requirements for its subsidiaries by filing consolidated financial statements at the parent company level.

Investors will find the financial information pertaining to CCO Holdings and CCO Holdings Capital included within the consolidated financial statements filed by Charter Communications, Inc. in its regular SEC filings (e.g., 10-K, 10-Q).

By guaranteeing the Credit Agreement, Charter Communications, Inc. is making a direct commitment to ensure the due and punctual payment and performance of CCO Holdings' obligations under that agreement. This strengthens the creditworthiness of CCO Holdings' debt and facilitates the simplified reporting structure.