01—Abstract
Summary
Summary of the 8-K filed March 31, 2017. Cited figures are marked; the original filing is the authoritative source.
Charter Communications, Inc. (via its subsidiaries CCO Holdings, LLC and CCO Holdings Capital Corp.) has announced the issuance of an additional $1.0 billiona 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 billionb 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%c of par value if a change of control event occurs.
02—Key points
Key Highlights
- Charter Communications' subsidiaries issued an additional $1.0 billion of 5.125% Senior Notes due 2027.
- These notes are fungible with a previously issued $1.0 billion of the same series of notes.
- The issuance was a private placement, sold to qualified institutional buyers (Rule 144A) and non-U.S. persons (Regulation S).
- The indenture governing the notes imposes significant restrictions on Charter, including limitations on additional debt, restricted payments, and asset sales.
- A change of control event triggers an obligation for the company to offer to repurchase the notes at 101% of the principal amount.
- The 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.
- The issuance of these notes represents an increase in Charter's long-term debt.
03—Questions
Frequently Asked Questions
What is the total principal amount of the 5.125% Senior Notes due 2027 outstanding after this issuance?
Following this issuance, the total aggregate principal amount of the 5.125% Senior Notes due 2027 outstanding is $2.0 billion ($1.0 billion from the February 6, 2017 issuance plus $1.0 billion from the March 29, 2017 issuance).
Are these new notes registered with the SEC?
No, the additional notes were sold in a private placement under Rule 144A and Regulation S and are not registered under the Securities Act of 1933. Charter has agreed to file a registration statement for an exchange offer to allow for resale into the public market under certain conditions.
What are the main restrictions placed on Charter by the indenture for these notes?
The indenture includes covenants that limit the Issuers' ability to incur additional debt, pay dividends and make restricted payments, make certain investments, grant liens, restrict subsidiary payments, sell assets, merge or consolidate, and enter into affiliate transactions.
What happens if there is a 'Change of Control' event?
In the event of a Change of Control, as defined in the indenture, Charter will be required to offer to purchase all of the outstanding notes from the holders at a price of 101% of the aggregate principal amount, plus accrued interest.
04—Continue