8-KMaterial AgreementsFinancial EventsOther Events+1

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Material Agreement (Jan 24, 2019)

Filed January 24, 2019For Securities:CHTR

Summary

Charter Communications, Inc. (CHTR) announced through its subsidiary Charter Communications Operating, LLC (CCO) the closing of a significant debt issuance on January 17, 2019. The company successfully issued $1.25 billion in 5.050% Senior Secured Notes due 2029 and $750 million in 5.750% Senior Secured Notes due 2048, totaling $2.0 billion in aggregate principal amount. These notes are senior secured obligations, guaranteed by CCO Holdings, LLC and other subsidiaries, and are secured by a first-priority lien on the Issuers' and Guarantors' assets that also secure existing credit agreement obligations. The proceeds from this offering, facilitated by an automatic shelf registration statement, are intended to refinance existing debt or for general corporate purposes. This move indicates proactive capital management by Charter Communications, potentially aimed at optimizing its debt structure and extending its maturity profile. Investors should note the specific interest rates and maturity dates, as well as the senior secured nature of these new debt instruments, which place them higher in the capital structure than unsecured debt in the event of default.

Key Highlights

  • 1Charter Communications Operating, LLC issued $1.25 billion of 5.050% Senior Secured Notes due 2029.
  • 2Charter Communications Operating, LLC issued $750 million of 5.750% Senior Secured Notes due 2048.
  • 3The total aggregate principal amount of the Notes issued is $2.0 billion.
  • 4The Notes are senior secured obligations of the Issuers and are guaranteed on a senior secured basis by CCO Holdings, LLC and other subsidiaries.
  • 5The Notes are secured by a pari passu, first-priority security interest in the Issuers' and Guarantors' assets that secure obligations under the credit agreement.
  • 6The debt issuance was made pursuant to an automatic shelf registration statement on Form S-3.
  • 7The company entered into supplemental indentures to govern the terms and issuance of these new notes.

Frequently Asked Questions

The filing states the offering was made pursuant to an automatic shelf registration statement and a prospectus supplement. While not explicitly stated in the 8-K excerpt, such issuances are typically used for general corporate purposes, refinancing existing debt, or funding strategic initiatives.

These are senior secured notes. They are guaranteed on a senior secured basis by CCO Holdings, LLC and other subsidiaries, and are secured by a first-priority security interest in the Issuers' and Guarantors' assets that also secure obligations under the company's credit agreement.

Charter issued $1.25 billion of 5.050% Senior Secured Notes due 2029 and $750 million of 5.750% Senior Secured Notes due 2048. The 2029 notes accrue interest semi-annually on March 30 and September 30, while the 2048 notes accrue interest semi-annually on April 1 and October 1.

The "make-whole premium" is a feature that allows the issuer to redeem the notes before their maturity date, but it requires paying a premium to bondholders. This premium compensates investors for the yield they would have received had they held the bonds until maturity. It suggests that Charter may consider refinancing these notes if interest rates fall significantly or if their financial strategy changes.