8-KMaterial AgreementsFinancial EventsRegulation FD+2

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Material Agreement (May 14, 2024)

Filed May 14, 2024For Securities:CHTR

Summary

Charter Communications, Inc. (CHTR) has announced a significant debt financing event through its operating subsidiaries, Charter Communications Operating, LLC (“CCO”) and Charter Communications Operating Capital Corp. (the “Issuers”). On May 14, 2024, the company successfully issued $3 billion in aggregate principal amount of senior secured notes, split equally between $1.5 billion of 6.100% Senior Secured Notes due 2029 and $1.5 billion of 6.550% Senior Secured Notes due 2034. These new notes are senior secured obligations, guaranteed on a senior secured basis by the parent guarantor and certain subsidiaries. The issuance was made under an existing automatic shelf registration statement and a prospectus supplement. The funds raised will likely be used for general corporate purposes, though the filing focuses on the terms of the debt itself. Investors should note the interest rates and maturity dates of these new borrowings, as well as the covenants and events of default outlined in the supplemental indenture, which could impact future financial flexibility.

Key Highlights

  • 1Charter Communications successfully issued $3 billion in senior secured notes on May 14, 2024.
  • 2The issuance includes $1.5 billion of 6.100% Senior Secured Notes due 2029 and $1.5 billion of 6.550% Senior Secured Notes due 2034.
  • 3The notes are senior secured obligations of the Issuers and are guaranteed on a senior secured basis by CCO Holdings, LLC and other subsidiary guarantors.
  • 4The notes are secured by a first-priority security interest in the Issuers' and Guarantors' assets that also secure obligations under their credit agreement.
  • 5The Indenture contains covenants that limit the ability of the Issuers to grant liens, sell substantially all assets, or merge/consolidate.
  • 6Customary events of default are outlined in the Indenture, including non-payment, breach of covenants, and bankruptcy.
  • 7The issuance was conducted under an automatic shelf registration statement filed in October 2023 and a prospectus supplement dated May 9, 2024.

Frequently Asked Questions

Charter Communications, through its operating subsidiaries, issued a total of $3 billion in aggregate principal amount of senior secured notes.

The company issued $1.5 billion of 6.100% Senior Secured Notes due 2029 and $1.5 billion of 6.550% Senior Secured Notes due 2034.

The notes are senior secured obligations, meaning they are backed by a security interest in the company's assets, specifically on a pari passu, first-priority basis with assets securing their credit agreement, subject to permitted liens.

The Indenture includes customary covenants that limit the Issuers' ability to grant liens, sell all or substantially all of their assets, or merge or consolidate with other entities. It also outlines events of default that could lead to acceleration of the debt.