8-KOther EventsExhibits & Filings

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Corporate Update (Mar 9, 2017)

Filed March 9, 2017For Securities:CHTR

Summary

Charter Communications, Inc. (CHTR) announced on March 9, 2017, that its subsidiaries, CCO Holdings, LLC and CCO Holdings Capital Corp., plan to offer $1.0 billion in aggregate principal amount of senior unsecured notes due 2027. This offering is intended to refinance existing debt and for general corporate purposes. Specifically, Charter aims to use the net proceeds to repurchase its outstanding 5.850% senior notes due 2017, along with associated fees and expenses. The offering is being conducted through Rule 144A for qualified institutional buyers in the U.S. and Regulation S for non-U.S. persons. The company is also filing unaudited pro forma financial information for CCO Holdings, LLC for the year ended December 31, 2016, reflecting these transactions. Investors should note that this is a preliminary announcement and the offering is subject to market conditions.

Key Highlights

  • 1Charter Communications announces plans to offer $1.0 billion in senior unsecured notes due 2027.
  • 2Proceeds will be used to repurchase outstanding 5.850% senior notes due 2017.
  • 3The offering is subject to market conditions.
  • 4Notes will be offered to qualified institutional buyers (Rule 144A) and non-U.S. persons (Regulation S).
  • 5Unaudited pro forma financial information for CCO Holdings, LLC for FY 2016 is being filed.
  • 6The company emphasizes that this report is not an offer to sell or a solicitation to buy securities.

Frequently Asked Questions

The primary purpose of the offering is to refinance Charter's existing debt. Specifically, Charter intends to use the net proceeds to repurchase its outstanding 5.850% senior notes due 2017, along with related fees and expenses, and for general corporate purposes.

The notes are being offered by Charter's subsidiaries, CCO Holdings, LLC and CCO Holdings Capital Corp. (collectively, the 'Issuers').

The notes are being offered to qualified institutional buyers in the United States under Rule 144A and to non-U.S. persons outside the United States under Regulation S. They have not been registered under the Securities Act of 1933.

The unaudited pro forma financial information provides a hypothetical view of CCO Holdings, LLC's financial performance for the year ended December 31, 2016, as if the announced debt transactions (including the new note offering and debt repurchase) had already occurred. This helps investors understand the potential impact of these transactions on the company's financial position.