8-KMaterial AgreementsFinancial EventsRegulation FD+2

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Material Agreement (Mar 4, 2021)

Filed March 4, 2021For Securities:CHTR

Summary

Charter Communications, Inc. (CHTR) announced on March 4, 2021, the successful closing of a significant debt offering. The company, through its operating subsidiaries Charter Communications Operating, LLC and Charter Communications Operating Capital Corp., issued a total of $3.0 billion in senior secured notes across three tranches: $1.5 billion of 3.500% Senior Secured Notes due 2041, $1.0 billion of 3.900% Senior Secured Notes due 2052, and $0.5 billion of 3.850% Senior Secured Notes due 2061. These new notes supplement previously issued debt and are secured by the company's assets, with guarantees from the parent company and certain subsidiaries. This move indicates Charter's strategy to manage its capital structure and fund ongoing operations and strategic initiatives through long-term debt. The issuance includes provisions for redemption and standard covenants limiting asset sales and mergers, typical for large-scale corporate debt offerings. Investors should note the specific interest rates and maturity dates for each tranche, which provide a clear view of the company's upcoming interest payment obligations and debt repayment schedule. The details of the underwriting agreement and the supplemental indentures are publicly available for a comprehensive understanding of the terms.

Key Highlights

  • 1Charter Communications, Inc. successfully closed a $3.0 billion debt offering on March 4, 2021.
  • 2The offering comprised three tranches: $1.5 billion in 3.500% Senior Secured Notes due 2041, $1.0 billion in 3.900% Senior Secured Notes due 2052, and $0.5 billion in 3.850% Senior Secured Notes due 2061.
  • 3The notes are senior secured obligations of the Issuers and are guaranteed by CCO Holdings, LLC and other subsidiary guarantors.
  • 4The issuance is secured by a first-priority security interest in the Issuers' and Guarantors' assets, subject to permitted liens.
  • 5The Indenture includes covenants that limit the Issuers' ability to grant liens, sell assets, or merge.
  • 6The company entered into an underwriting agreement with Credit Suisse, J.P. Morgan, and Morgan Stanley for the sale of these notes.
  • 7This debt issuance is part of a larger financing strategy, with the new notes supplementing existing debt and filed under an automatic shelf registration statement.

Frequently Asked Questions

Charter Communications issued a total of $3.0 billion in aggregate principal amount of senior secured notes across three tranches: $1.5 billion of 3.500% Senior Secured Notes due 2041, $1.0 billion of 3.900% Senior Secured Notes due 2052, and $0.5 billion of 3.850% Senior Secured Notes due 2061.

Yes, the notes are senior secured obligations of Charter Communications Operating, LLC and Charter Communications Operating Capital Corp. They are secured by a pari passu, first-priority security interest, subject to certain permitted liens, in the Issuers' and the Guarantors' assets that secure obligations under the credit agreement.

The notes are guaranteed on a senior secured basis by CCO Holdings, LLC (the Parent Guarantor) and all of the subsidiaries of the Issuers that guarantee the obligations of CCO under its credit agreement (collectively, the “Guarantors”).

The Indenture includes covenants that limit the ability of the Issuers to grant liens, sell all or substantially all of their assets, or merge or consolidate with other entities. These are standard provisions designed to protect the security and financial stability of the debt obligations.