8-KAcquisitions & DispositionsMaterial AgreementsFinancial Events+2

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Material Agreement (May 24, 2016)

Filed May 24, 2016For Securities:CHTR

Summary

Charter Communications, Inc. (CHTR) filed this Form 8-K on May 24, 2016, to report the completion of two significant transactions on May 18, 2016: the merger with Time Warner Cable Inc. (TWC) and the acquisition of Bright House Networks, LLC (Bright House). These transactions have transformed Charter into a new public company parent, now named Charter Communications, Inc., operating under the same CHTR ticker symbol, and holding the combined operations of Legacy Charter, TWC, and Bright House. This event marks a substantial consolidation within the cable and broadband industry. The filing also details the release of a significant amount of proceeds from various debt offerings, totaling billions of dollars across multiple note issuances (CCO Notes and CCOH Notes) and term loans (Term H/I Loans). This financing was crucial for funding these transformative acquisitions. The company has also entered into new credit agreements and amended existing ones, including a new Term A Loan and New Revolving Commitments, to support the combined entity's financial structure. Investors should note the extensive legal and financial agreements executed to finalize these complex transactions and integrate the operations.

Key Highlights

  • 1Completion of the merger with Time Warner Cable Inc. (TWC) and acquisition of Bright House Networks, LLC.
  • 2Formation of a new public company parent, Charter Communications, Inc., operating under the CHTR ticker symbol.
  • 3Release of proceeds from significant debt offerings, including over $16 billion in CCO Notes and CCOH Notes.
  • 4Establishment of new and amended credit facilities, including a $2.6375 billion Term A Loan and $3 billion in New Revolving Commitments.
  • 5Assumption of obligations and guarantee of existing Time Warner Cable debt by the combined entity.
  • 6Execution of numerous supplemental indentures, registration rights agreements, and collateral agreements to finalize transactions.
  • 7The combined entity now operates the business of Legacy Charter, TWC, and Bright House.

Frequently Asked Questions

The primary events reported are the successful completion of the merger between Charter Communications and Time Warner Cable, and the concurrent acquisition of Bright House Networks. These transactions resulted in Charter becoming the parent entity of the combined operations.

The transactions were financed through the release of proceeds from substantial debt offerings, including over $16 billion in Senior Secured Notes (CCO Notes and CCOH Notes), and the release of funds from Term H and Term I Loans. Additionally, new credit facilities, such as Term A Loans and New Revolving Commitments, were established or amended.

Charter's legal structure has been reorganized with the creation of a new public parent company, also named Charter Communications, Inc. The filing details the assumption of existing TWC debt obligations and the establishment of new collateral agreements and intercreditor agreements to manage the debt of the combined entity.

The escrow release on May 18, 2016, signifies the official completion of the merger and acquisition. It allowed the proceeds from the various debt issuances to be unfrozen and used for the transactions, and it formally integrated the debt structures of the acquired companies into the new combined entity.