Summary
Charter Communications, Inc. (via its subsidiaries CCO Holdings, LLC and CCO Holdings Capital Corp.) has announced the issuance of an additional $1.0 billion in aggregate principal amount of 5.125% Senior Notes due 2027. These notes, issued on March 29, 2017, will form a single series with $1.0 billion of identical notes previously issued on February 6, 2017. The offering was conducted under Rule 144A for qualified institutional buyers and Regulation S for non-U.S. persons, indicating these are private placements not registered with the SEC. The issuance of these notes adds to Charter's debt obligations and is governed by an indenture that includes various covenants. These covenants restrict the company's ability to incur additional debt, pay dividends, make restricted payments, issue preferred stock, grant liens, sell assets, and engage in mergers or affiliate transactions. Importantly, the notes are subject to a change of control provision, requiring a purchase offer to noteholders at 101% of par value if a change of control event occurs.
Key Highlights
- 1Charter Communications' subsidiaries issued an additional $1.0 billion of 5.125% Senior Notes due 2027.
- 2These notes are fungible with a previously issued $1.0 billion of the same series of notes.
- 3The issuance was a private placement, sold to qualified institutional buyers (Rule 144A) and non-U.S. persons (Regulation S).
- 4The indenture governing the notes imposes significant restrictions on Charter, including limitations on additional debt, restricted payments, and asset sales.
- 5A change of control event triggers an obligation for the company to offer to repurchase the notes at 101% of the principal amount.
- 6The company has agreed to file a registration statement for an exchange offer within 450 days, with potential for additional interest if this obligation is not met.
- 7The issuance of these notes represents an increase in Charter's long-term debt.