01—Abstract
Summary
Summary of the 8-K filed January 17, 2017. Cited figures are marked; the original filing is the authoritative source.
Charter Communications, Inc. (CHTR) announced on January 17, 2017, its intent to offer $1.0 billiona in aggregate principal amount of senior unsecured notes due 2027 through its subsidiaries CCO Holdings, LLC and CCO Holdings Capital Corp. The primary use of proceeds is to repurchase outstanding 6.625% Senior Notes due 2022, with remaining funds allocated for fees, expenses, and general corporate purposes.
This debt offering is structured to be sold to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, indicating a focus on institutional investors and offshore markets. In addition to the debt offering, the filing also provides an update on the ongoing investigation by the New York Attorney General regarding Time Warner Cable, Inc.'s internet product advertising. Charter is cooperating with the investigation, denies any wrongdoing, and intends to defend itself vigorously if litigation ensues.
While the company believes the outcome will not materially impact its operations, financial condition, or cash flows, it acknowledges that no assurances can be made. The filing also includes unaudited pro forma financial information related to these events.
02—Key points
Key Highlights
- Charter Communications intends to issue $1.0 billion in senior unsecured notes due 2027.
- Proceeds will be used to refinance existing debt (6.625% Senior Notes due 2022) and for general corporate purposes.
- The offering is targeting qualified institutional buyers (Rule 144A) and non-U.S. persons (Regulation S).
- Charter is cooperating with the New York Attorney General's investigation into Time Warner Cable's internet advertising.
- The company denies wrongdoing in the NY AG investigation and plans to defend itself if litigation occurs.
- Charter does not currently expect the NY AG investigation to have a material adverse effect on its financial condition.
- Unaudited pro forma financial information related to these events is being filed as an exhibit.
03—Questions
Frequently Asked Questions
What is the purpose of the $1.0 billion senior unsecured notes offering?
Charter Communications intends to use the net proceeds from the offering primarily to repurchase its outstanding 6.625% Senior Notes due 2022. The remaining proceeds will be used to cover related fees and expenses, and for general corporate purposes.
Who is the target audience for this notes offering?
The offering is being made to qualified institutional buyers in reliance on Rule 144A and outside the United States to non-U.S. persons in reliance on Regulation S. This indicates the notes are not being offered to the general public in the U.S. and are primarily for institutional investors.
What is the status of the New York Attorney General's investigation?
Charter is cooperating with the investigation into Time Warner Cable's internet product advertising. Charter denies any wrongdoing and intends to defend itself vigorously against any potential litigation. While the company does not anticipate a material adverse effect, it cannot guarantee the outcome.
What financial information is being provided with this filing?
The filing includes unaudited pro forma financial information for CCO Holdings, LLC for the nine months ended September 30, 2016, and the year ended December 31, 2015. This information gives effect to the transactions described in the report, including the notes offering.
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