ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.




Issuance of 2.300% Senior Secured Notes due 2032, 3.700% Senior Secured Notes
due 2051 and 3.850% Senior Secured Notes due 2061
On December 4, 2020 (the "Closing Date"), Charter Communications Operating, LLC
("CCO") and Charter Communications Operating Capital Corp. (together with CCO,
the "Issuers") issued (i) $1,000,000,000 aggregate principal amount of 2.300%
Senior Secured Notes due 2032 (the "2032 Notes"), (ii) $1,350,000,000 aggregate
principal amount of 3.850% Senior Secured Notes due 2061 and (iii) $650,000,000
aggregate principal amount of 3.700% Senior Secured Notes due 2051 (the
"Additional Notes") which form part of the same series as the Issuers
$1,400,000,000 principal amount of 3.700% Senior Secured Notes due 2051 issued
on April 17, 2020 (together with the Additional Notes, the "2051 Notes", the
2051 Notes, together with the 2032 Notes and 2061 Notes, the "Notes"). The
offering and sale of the Notes were made pursuant to an automatic shelf
registration statement on Form
S-3
filed with the Securities and Exchange Commission on December 22, 2017 and a
prospectus supplement dated November 19, 2020.
In connection therewith, the Issuers entered into the below agreements.
Secured Notes Indenture
On the April 17, 2020, the Issuers, CCO Holdings, LLC (the "Parent Guarantor")
and the other guarantors party thereto entered into a Sixteenth Supplemental
Indenture with The Bank of New York Mellon Trust Company, N.A., as trustee (in
such capacity, the "Trustee") and as collateral agent (in such capacity, the
"Collateral Agent"), in connection with the issuance of the 2051 Notes and the
terms thereof (the "Sixteenth Supplemental Indenture"). The Additional Notes are
issued under the Sixteenth Supplemental Indenture. On the Closing Date, the
Issuers, the Parent Guarantor and the other guarantors party thereto entered
into a Eighteenth Supplemental Indenture with The Bank of New York Mellon Trust
Company, N.A., as trustee (in such capacity, the "Trustee") and as collateral
agent (in such capacity, the "Collateral Agent"), in connection with the
issuance of the 2032 and 2061 Notes and the terms thereof (the "Eighteenth
Supplemental Indenture"). The Sixteenth and Eighteenth Supplemental Indentures
supplement a base indenture entered into on July 23, 2015, by and among the
Issuers, CCO Safari II, LLC, the Trustee and the Collateral Agent (the "Base
Indenture" and, together with the Sixteenth and Eighteenth Supplemental
Indenture, the "Indenture") providing for the issuance of senior secured notes
of the Issuers generally.
The Indenture provides, among other things, that interest is payable on the 2032
Notes on each February 1 and August 1, commencing February 1, 2021. Interest is
payable on the 2051 Notes on each April 1 and October 1, commencing April 1,
2021. Interest is payable on the 2061 Notes on each April 1 and October 1,
commencing April 1, 2021. At any time and from time to time prior to November 1,
2031, the Issuers may redeem the outstanding 2032 Notes in whole or in part at a
redemption price equal to 100% of the principal amount thereof, plus accrued and
unpaid interest on the principal amount being redeemed to, but not including,
the redemption date, plus a make-whole premium. On or after November 1, 2031,
the Issuers may redeem some or all of the outstanding 2032 Notes at a redemption
price equal to 100% of the principal amount of the 2032 Notes to be redeemed,
plus accrued and unpaid interest on the principal amount being redeemed to, but
not including, the redemption date. At any time and from time to time prior to
October 1, 2050, the Issuers may redeem the outstanding 2051 Notes in whole or
in part at a redemption price equal to 100% of the principal amount thereof,
plus accrued and unpaid interest on the principal amount being redeemed to, but
not including, the redemption date and a make-whole premium. On or after
October 1, 2050, the Issuers may redeem some or all of the outstanding 2051
Notes at a redemption price equal to 100% of the principal amount of the 2051
Notes to be redeemed, plus accrued and unpaid interest on the principal amount
being redeemed to, but not including, the redemption date. At any time and from
time to time prior to October 1, 2060, the Issuers may redeem the outstanding
2061 Notes in whole or in part at a redemption price equal to 100% of the
principal amount thereof, plus accrued and unpaid interest on the principal
amount being redeemed to, but not including, the redemption date, plus a
make-whole premium. On or after October 1, 2060, the Issuers may redeem some or
all of the outstanding 2061 Notes at a redemption price equal to 100% of the
principal amount of the 2061 Notes to be redeemed, plus accrued and unpaid
interest on the principal amount being redeemed to, but not including, the
redemption date. The Notes are senior secured obligations of the Issuers. The
Notes are guaranteed on a senior secured basis by 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 Notes and the
guarantees 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 terms of the Indenture, among other things, limit the ability of the Issuers
to grant liens, sell all or substantially all of their assets or merge or
consolidate with other entities.
The Indenture provides for customary events of default which include (subject in
certain cases to customary grace and cure periods), among others, nonpayment of
principal or interest; breach of other covenants or agreements in the Indenture;
failure of certain guarantees to be enforceable; cessation of a material portion
of the collateral subject to liens or disaffirmation of obligations under the
security documents establishing the security interest in the collateral securing
the Notes; and certain events of bankruptcy or insolvency. Generally, if an
event of default occurs, the Trustee or the holders of at least 30% in aggregate
principal amount of the then outstanding Notes of a series may declare all the
Notes of such series to be due and payable immediately.
For a complete description of the Indenture and the Notes, please refer to
copies of the Sixteenth Supplemental Indenture and Eighteenth Supplemental
Indenture, the form of the 2051 Notes, the form of the 2032 Notes and the form
of the 2061 Notes filed herewith as Exhibits 4.2, 4.3, 4.4, 4.5 and 4.6,
respectively. The foregoing descriptions of the Indenture and the Notes do not
purport to be complete and are qualified in their entirety by reference to the
full text of those documents.

ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN


           OFF-BALANCE
           SHEET ARRANGEMENT OF A REGISTRANT.

The information under the heading "Secured Notes Indenture" in Item 1.01 above is incorporated herein by reference.




ITEM 8.01. OTHER EVENTS.


On November 19, 202
0, the Issuers, the Parent Guarantor, and the guarantors party thereto entered
into an underwriting agreement (the "Underwriting Agreement") with Deutsche Bank
Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as
representatives of the several underwriters named in Schedule I thereto, with
respect to the issuance and sale of an aggregate of $1,000,000,000 principal
amount of 2.300% Senior Secured Notes due 2032, an aggregate of $650,000,000
principal amount of 3.700% Senior Secured Notes due 2051 and an aggregate of
$1,350,000,000 principal amount of 3.850% Senior Secured Notes due 2061. The
Underwriting Agreement contains representations, warranties and covenants of the
parties thereto, conditions to closing, indemnification obligations of the
parties thereto and termination and other customary provisions
.
A copy of the Underwriting Agreement is filed herewith as Exhibit 99.1. The
foregoing description of the Underwriting Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Underwriting Agreement, which is filed as Exhibit 99.1 hereto and is
incorporated herein by reference.
On the Closing Date, the Issuers completed the issuance and sale of the Notes.
The press release announcing the closing of the issuance and sale of the Notes
is filed herewith as Exhibit 99.1.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

The following exhibit is being filed as part of this report:



Exhibit
Number                                    Description

 4.1*          Indenture, dated as of July 23, 2015, among Charter Communications
             Operating, LLC, Charter Communications Operating Capital Corp., and
             CCO Safari II, LLC, as issuers, and The Bank of New York Mellon Trust
             Company, N.A., as trustee and collateral agent (incorporated by
             reference to Exhibit 4.1 to the Current Report on Form 8-K filed by
             Charter Communications, Inc. on July 27, 2015).

 4.2*          Sixteenth Supplemental Indenture, dated as of April 17, 2020, among
             Charter Communications Operating, LLC, Charter Communications
             Operating Capital Corp., as issuers, CCO Holdings, LLC, the subsidiary
             guarantors party thereto and The Bank of New York Mellon Trust
             Company, N.A., as trustee and collateral agent (incorporated by
             reference to Exhibit 4.2 to the Current Report on Form 8-K filed by
             Charter Communications, Inc. on April 17, 2020).

 4.3           Eighteenth Supplemental Indenture, dated as of December 4, 2020,
             among Charter Communications Operating, LLC, Charter Communications
             Operating Capital Corp., as issuers, CCO Holdings, LLC, the subsidiary
             guarantors party thereto and The Bank of New York Mellon Trust
             Company, N.A., as trustee and collateral agent.

 4.4*          Form of 3.700% Senior Secured Notes due 2051 (included in Exhibit
             4.2).

 4.5           Form of 2.300% Senior Secured Notes due 2032 (included in Exhibit
             4.3).

 4.6           Form of 3.850% Senior Secured Notes due 2061 (included in Exhibit
             4.3).

 5.1           Legal Opinion of Kirkland & Ellis LLP.

23.1           Consent of Kirkland & Ellis LLP (included in Exhibit 5.1 hereto).

99.1           Underwriting Agreement, dated as of November 19, 2020, among Charter
             Communications Operating, LLC, Charter Communications Operating
             Capital Corp., CCO Holdings, LLC, as parent guarantor, the subsidiary
             guarantors party thereto and Deutsche Bank Securities Inc., J.P.
             Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives
             of the several underwriters named in Schedule I thereto.

99.2           Press release dated December 4, 2020, announcing the closing of the
             sale of the 2.300% Senior Secured Notes due 2032, the 3.700% Senior
             Secured Notes due 2051 and the 3.850% Senior Secured Notes due 2061.


104          The cover page from this Current Report on Form
             8-K,
             formatted in Inline XBRL

* Incorporated by reference and not filed herewith.

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