STAMFORD, Conn., April 21, 2015 /PRNewswire/ -- Charter
Communications, Inc. (NASDAQ: CHTR) (along with its
subsidiaries, "Charter") today announced that its subsidiaries, CCO
Holdings, LLC and CCO Holdings Capital Corp. (collectively, "CCO
Holdings"), closed on the sale of $2.7
billion in aggregate principal amount of senior unsecured
notes due 2023 (the "2023 Notes"), 2025 (the "2025 Notes") and 2027
(the "2027 Notes" and, collectively with the 2023 Notes and the
2025 Notes, the "New Notes"). The 2023 Notes total $1,150 million in aggregate principal amount and
bear an interest rate of 5.125% per annum. The 2025 Notes total
$750 million in aggregate principal
amount and bear an interest rate of 5.375% per annum. The 2027
Notes total $800 million in aggregate
principal amount and bear an interest rate of 5.875% per annum. The
New Notes were issued at par.
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The New Notes resulted in net proceeds to Charter of
approximately $2,678 million after
deducting underwriting discounts and commissions. Charter intends
to use the net proceeds from the sale of the New Notes to finance
its previously announced tender offer for any and all of its
outstanding $1.0 billion 7.25% Senior
Notes due 2017 (the "2017 Notes") at a purchase price equal to
$1,040.50 per $1,000 principal amount thereof plus accrued and
unpaid interest and $700 million
8.125% Senior Notes due 2020 (together with the 2017 Notes, the
"Subject Notes") at a purchase price equal to $1,045.50 per $1,000 principal amount thereof plus accrued and
unpaid interest, to redeem a portion of its 7.00% Senior Notes due
2019 at a purchase price equal to $1,035.00 per $1,000 principal amount thereof plus accrued and
unpaid interest, to pay related fees and expenses and for general
corporate purposes.
The New Notes were sold to qualified institutional buyers in
reliance on Rule 144A and outside the
United States to non-U.S. persons in reliance on Regulation
S. The notes have not been registered under the Securities Act of
1933, as amended (the "Securities Act"), or any state securities
laws and, unless so registered, may not be offered or sold in
the United States except pursuant
to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state securities laws.
Credit Suisse Securities (USA)
LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co. and
Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as the
Joint Book-Running Managers for the offering.
This news release is neither an offer to sell nor a solicitation
of an offer to buy the New Notes and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offer,
solicitation, or sale is unlawful, nor is it an offer to purchase,
or the solicitation of an offer to sell the Subject Notes.
About Charter
Charter (NASDAQ: CHTR) is a leading broadband communications
company and the fourth-largest cable operator in the United States. Charter provides a full
range of advanced broadband services, including advanced Charter
TV® video entertainment programming, Charter Internet® access, and
Charter Phone®. Charter Business® similarly provides scalable,
tailored, and cost-effective broadband communications solutions to
business organizations, such as business-to-business Internet
access, data networking, business telephone, video and music
entertainment services, and wireless backhaul. Charter's
advertising sales and production services are sold under the
Charter Media® brand.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This communication includes forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act"), and Section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), regarding,
among other things, our plans, strategies and prospects, both
business and financial. Although we believe that our plans,
intentions and expectations reflected in or suggested by these
forward-looking statements are reasonable, we cannot assure you
that we will achieve or realize these plans, intentions or
expectations. Forward-looking statements are inherently subject to
risks, uncertainties and assumptions, including, without
limitation, the factors described under "Risk Factors" from time to
time in our filings with the SEC. Many of the forward-looking
statements contained in this presentation may be identified by the
use of forward-looking words such as "believe," "expect,"
"anticipate," "should," "planned," "will," "may," "intend,"
"estimated," "aim," "on track," "target," "opportunity,"
"tentative," "positioning," "designed," "create," "predict,"
"project," "seek," "would," "could," "continue," "ongoing,"
"upside," "increases" and "potential," among others. Important
factors that could cause actual results to differ materially from
the forward-looking statements we make in this presentation are set
forth in other reports or documents that we file from time to time
with the SEC, and include, but are not limited to:
Risks Related to Bright House Networks, LLC. ("Bright House")
and Comcast Corporation ("Comcast") Transactions
- the ultimate outcome of the proposed transaction between us and
Bright House including the possibility that such transaction may
not occur if closing conditions are not satisfied;
- the ultimate outcome of the proposed transactions between us
and Comcast including the possibility that such transactions may
not occur if closing conditions are not satisfied;
- if any such transactions were to occur, the ultimate outcome
and results of integrating operations and application of our
operating strategies to the acquired assets and the ultimate
ability to realize synergies at the levels currently expected as
well as potential programming dis-synergies;
- the impact of the proposed transactions on our stock price and
future operating results, including due to transaction and
integration costs, increased interest expense, business disruption,
and diversion of management time and attention;
- the reduction in our current stockholders' percentage ownership
and voting interest as a result of the proposed transactions;
- the increase in indebtedness as a result of the proposed
transactions, which will increase interest expense and may decrease
our operating flexibility;
Risks Related to Our Business
- our ability to sustain and grow revenues and cash flow from
operations by offering video, Internet, voice, advertising and
other services to residential and commercial customers, to
adequately meet the customer experience demands in our markets and
to maintain and grow our customer base, particularly in the face of
increasingly aggressive competition, the need for innovation and
the related capital expenditures;
- the impact of competition from other market participants,
including but not limited to incumbent telephone companies, direct
broadcast satellite operators, wireless broadband and telephone
providers, digital subscriber line ("DSL") providers, video
provided over the Internet and providers of advertising over the
Internet;
- general business conditions, economic uncertainty or downturn,
high unemployment levels and the level of activity in the housing
sector;
- our ability to obtain programming at reasonable prices or to
raise prices to offset, in whole or in part, the effects of higher
programming costs (including retransmission consents);
- the development and deployment of new products and
technologies;
- the effects of governmental regulation on our business or
potential business combination transactions;
- the availability and access, in general, of funds to meet our
debt obligations prior to or when they become due and to fund our
operations and necessary capital expenditures, either through (i)
cash on hand, (ii) free cash flow, or (iii) access to the capital
or credit markets;
- and our ability to comply with all covenants in our indentures
and credit facilities, any violation of which, if not cured in a
timely manner, could trigger a default of our other obligations
under cross-default provisions.
All forward-looking statements attributable to us or any person
acting on our behalf are expressly qualified in their entirety by
this cautionary statement. We are under no duty or obligation
to update any of the forward-looking statements after the date of
this communication.
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SOURCE Charter Communications, Inc.