ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Issuance of 2.250% Senior Secured Notes due 2029, 3.500% Senior Secured Notes due 2042 and 3.950% Senior Secured Notes due 2062
On
In connection therewith, the Issuers entered into the below agreements.
Secured Notes Indenture
On the Closing Date, the Issuers, the Parent Guarantors and the Subsidiary
Guarantors entered into a supplemental indenture with the Trustee and Collateral
Agent in connection with the issuance of the Notes and the terms thereof (the
"Twenty-First Supplemental Indenture"). The Twenty-First Supplemental Indenture
supplements a base indenture entered into on
The Indenture provides, among other things, that interest is payable on the 2029
Notes on each
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 Twenty-First Supplemental Indenture, the form of the 2029 Notes, the form of 2042 Notes and the form of the 2062 Notes filed herewith as Exhibits 4.2, 4.3, 4.4, and 4.5, respectively. The foregoing descriptions of the Indenture and the Notes do not purport to be complete and are qualified in their . . .
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 7.01 REGULATION FD DISCLOSURE.
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 99.2.
The furnishing of the attached press release is not an admission as to the
materiality of any information therein. The information contained in the press
release is summary information that is intended to be considered in the context
of more complete information included in the Company's filings with the
The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit
99.2 attached hereto shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of
1933, as amended. The information contained in this Item 7.01 and in the press
release attached as Exhibit 99.2 to this Current Report shall not be
incorporated by reference into any filing with the
ITEM 8.01. OTHER EVENTS.
On
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.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit Number Description 4.1* Indenture, dated as ofJuly 23, 2015 , amongCharter Communications Operating, LLC ,Charter Communications Operating Capital Corp. andCCO Safari II, LLC , as issuers, andThe 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 byCharter Communications, Inc. onJuly 27, 2015 ). 4.2 Twenty-First Supplemental Indenture, dated as ofOctober 12, 2021 , amongCharter Communications Operating, LLC ,Charter Communications Operating Capital Corp. , as issuers,CCO Holdings, LLC , the subsidiary guarantors party thereto andThe Bank of New York Mellon Trust Company, N.A. , as trustee and collateral agent. 4.3 Form of 2.250% Senior Secured Notes due 2029 (included in Exhibit 4.2). 4.4 Form of 3.500% Senior Secured Notes due 2042 (included in Exhibit 4.2). 4.5 Form of 3.950% Senior Secured Notes due 2062 (included in Exhibit 4.2) 5.1 Legal Opinion ofKirkland & Ellis LLP . 23.1 Consent ofKirkland & Ellis LLP (included in Exhibit 5.1 hereto). 99.1 Underwriting Agreement, dated as ofSeptember 27, 2021 , amongCharter Communications Operating, LLC ,Charter Communications Operating Capital Corp. ,CCO Holdings, LLC , as parent guarantor, the subsidiary guarantors party thereto andCitigroup Global Markets Inc. ,Deutsche Bank Securities Inc. andMorgan Stanley & Co. LLC , as representatives of the several underwriters named in Schedule I thereto. 99.2 Press release datedOctober 12, 2021 , announcing the closing of the sale of the 2.250% Senior Secured Notes due 2029, 3.500% Senior Secured Notes due 2042 and 3.950% Senior Secured Notes due 2062. 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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