01—Abstract
Summary
Summary of the 8-K filed July 9, 2018. Cited figures are marked; the original filing is the authoritative source.
On July 3, 2018, Charter Communications Operating, LLC (CCO) and Charter Communications Operating Capital Corp. (collectively, the Issuers) successfully issued $400 milliona in Senior Secured Floating Rate Notes due 2024 and $1.1 billion in 4.500% Senior Secured Notes due 2024, totaling $1.5 billion in aggregate principal amount.
These notes are senior secured obligations, guaranteed on a senior secured basis by CCO Holdings, LLC (Parent Guarantor) and other subsidiary guarantors, and are secured by a first-priority lien on substantially the same assets securing the Issuers' credit agreement. The issuance was made under an automatic shelf registration statement and a prospectus supplement. The terms of the indenture governing these notes include covenants that limit the Issuers' ability to incur liens, sell substantially all assets, or merge.
Standard events of default are also stipulated, with provisions for acceleration of payment upon such events. This filing details the entry into a material definitive agreement related to this significant debt issuance, aimed at bolstering the company's capital structure.
02—Key points
Key Highlights
- Charter Communications (CCO) issued a total of $1.5 billion in new senior secured notes.
- The issuance comprises $400 million in floating rate notes (LIBOR + 165 bps) and $1.1 billion in fixed rate notes (4.500%), both maturing in 2024.
- The Notes are senior secured obligations and are guaranteed by CCO Holdings, LLC and other subsidiaries.
- The Notes are secured by a first-priority lien on assets that also secure the company's credit agreement, indicating a collateralized debt offering.
- The issuance was conducted under an existing automatic shelf registration statement filed in December 2017.
- The Indenture includes covenants restricting liens, asset sales, and mergers, as well as standard events of default.
- The filing establishes a material definitive agreement for the creation of these significant financial obligations.
03—Questions
Frequently Asked Questions
What is the total amount of debt issued by Charter Communications in this filing?
Charter Communications, through its subsidiaries CCO and Charter Communications Operating Capital Corp., issued a total of $1.5 billion in aggregate principal amount of senior secured notes, comprising $400 million in floating rate notes and $1.1 billion in fixed rate notes.
What is the nature of these new notes and how are they secured?
The newly issued notes are designated as 'Senior Secured Floating Rate Notes due 2024' and '4.500% Senior Secured Notes due 2024'. They are senior secured obligations of the Issuers and are guaranteed by CCO Holdings, LLC and certain subsidiaries. Furthermore, the Notes and guarantees are secured by a first-priority security interest in the Issuers' and Guarantors' assets that secure obligations under the company's credit agreement.
What are the key financial covenants or restrictions associated with these new notes?
The Indenture governing these notes imposes limitations on the Issuers' ability to grant liens, sell all or substantially all of their assets, or merge or consolidate with other entities. These covenants are designed to protect the secured creditors by preserving the collateral and the corporate structure.
When do these notes mature and what are the interest rates?
Both the Floating Rate Notes and the Fixed Rate Notes mature in 2024. The Floating Rate Notes bear interest at a rate equal to LIBOR plus 165 basis points, resetting quarterly. The Fixed Rate Notes carry a fixed interest rate of 4.500% per annum.
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