ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Issuance of 4.750% Senior Notes due 2030
On December 16, 2019 (the “Closing Date”),
CCO Holdings, LLC (“CCO Holdings”) and CCO Holdings Capital Corp. (together with CCO Holdings, the
“CCOH Issuers”), subsidiaries of Charter Communications, Inc. (the “Company”), issued $1.20 billion
aggregate principal amount of 4.750% Senior Notes due 2030 (the “New 2030 Notes”). The New 2030 Notes will form
part of the same series as the CCOH Issuers’ outstanding 4.750% Senior Notes due 2030 issued on October 1, 2019 in an
aggregate principal amount of $1.35 billion and on October 24, 2019 in an aggregate principal amount of $500.0 million
(collectively, the “Existing 2030 Notes” and, together with the New 2030 Notes, the “2030 Notes”).
The New 2030 Notes will be issued as additional notes pursuant to the Second Supplemental Indenture entered into on October
1, 2019 with The Bank of New York Mellon Trust Company, N.A., as trustee (the “Senior Notes Trustee”), in
connection with the issuance of the Existing 2030 Notes and the terms thereof (the “Second Supplemental
Indenture”). The Second Supplemental Indenture supplements a base indenture entered into on May 23, 2019, by and among
the CCOH Issuers and the Senior Notes Trustee (the “Senior Notes Base Indenture” and, together with the Second
Supplemental Indenture, the “Senior Notes Indenture”). The 2030 Notes were sold to persons reasonably believed to
be qualified institutional buyers in reliance on Rule 144A and outside the United States to non-U.S. persons in reliance on
Regulation S. The 2030 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.
Senior Notes Indenture
The Senior Notes Indenture provides, among other things, that
the 2030 Notes are general unsecured obligations of the CCOH Issuers. The 2030 Notes are not guaranteed.
Interest is payable on the 2030 Notes on each March 1 and September
1, commencing March 1, 2020.
At any time and from time to time prior to September 1, 2024,
the CCOH Issuers may redeem the outstanding 2030 Notes in whole or in part at a redemption price equal to 100% of the principal
amount thereof plus accrued and unpaid interest and special interest, if any, on such 2030 Notes to the redemption date, plus a
make-whole premium. On or after September 1, 2024, the CCOH Issuers may redeem some or all of the outstanding 2030 Notes at redemption
prices set forth in the Second Supplemental Indenture. In addition, at any time prior to September 1, 2022, the CCOH Issuers may
redeem up to 40% of the of the 2030 Notes using proceeds from certain equity offerings at a redemption price equal to 104.750%
of the principal amount thereof, plus accrued and unpaid interest and special interest, if any, on such Notes to the redemption
date, provided that certain conditions are met.
The terms of the Senior Notes Indenture, among other things,
limit the ability of the CCOH Issuers to incur additional debt and issue preferred stock; pay dividends or make other restricted
payments; make certain investments; grant liens; allow restrictions on the ability of certain of their subsidiaries to pay dividends
or make other payments; sell assets; merge or consolidate with other entities; and enter into transactions with affiliates.
Subject to certain limitations, in the event of a Change of
Control (as defined in the Second Supplemental Indenture), the CCOH Issuers will be required to make an offer to purchase all of
the 2030 Notes at a price equal to 101% of the aggregate principal amount of the 2030 Notes repurchased, plus accrued and unpaid
interest and special interest, if any, to the date of repurchase thereof.
The Senior Notes 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 Senior Notes Indenture; failure to pay certain other indebtedness; failure
to pay certain final judgments; failure of certain guarantees to be enforceable; and certain events of bankruptcy or insolvency.
Generally, if an event of default occurs, the Senior Notes Trustee or the holders of at least 30% in aggregate principal amount
of the then outstanding 2030 Notes may declare all the 2030 Notes to be due and payable immediately.
Registration Rights Agreement
In connection with the sale of the New 2030 Notes, the CCOH
Issuers entered into an Exchange and Registration Rights Agreement with respect to the New 2030 Notes, dated as of the Closing
Date (the “Registration Rights Agreement”), with Citigroup Global Markets, Inc., as representative of the several
Purchasers (as defined in the Registration Rights Agreement). Under the Registration Rights Agreement, the CCOH Issuers have agreed,
in certain circumstances, to file a registration statement with respect to an offer to exchange the New 2030 Notes for a new issue
of substantially identical notes registered under the Securities Act, to cause the exchange offer registration statement to be
declared effective and to consummate the exchange offer no later than 450 days following October 1, 2019. The CCOH Issuers may
be required to provide a shelf registration statement to cover resales of the New 2030 Notes under certain circumstances. If the
foregoing obligations are not satisfied, the CCOH Issuers may be required to pay holders of the New 2030 Notes additional interest
at a rate of 0.25% per annum of the principal amount thereof for 90 days immediately following the occurrence of any registration
default. Thereafter, the amount of additional interest will increase by an additional 0.25% per annum of the principal amount
thereof to 0.50% per annum of the principal amount thereof until all registration defaults have been cured.
For a complete description of the Senior Notes
Indenture and the 2030 Notes, please refer to copies of the Senior Notes Base Indenture, the Second Supplemental Indenture
and the form of the 2030 Notes incorporated by reference as Exhibits 4.1, 4.2 and 4.3, respectively. A copy of the
Registration Rights Agreement is filed herewith as Exhibit 10.1 and is incorporated herein by reference. The foregoing
descriptions of the Senior Notes Base Indenture, the Second Supplemental Indenture, the 2030 Notes and the Registration
Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of those
documents.
Issuance of 4.800% Senior Secured Notes due 2050
On the Closing Date, Charter Communications Operating, LLC (“CCO”)
and Charter Communications Operating Capital Corp. (together with CCO, the “CCO Issuers”) issued $1.30 billion aggregate
principal amount of 4.800% Senior Secured Notes due 2050 (the “New 2050 Notes”). The New 2050 Notes will form part
of the same series as the CCO Issuers’ outstanding 4.800% Senior Notes due 2050 issued on October 24, 2019 in an aggregate
principal amount of $1.50 billion (the “Existing 2050 Notes” and, together with the New 2050 Notes, the “2050
Notes”). The New 2050 Notes will be issued as additional notes pursuant to the Fifteenth Supplemental Indenture entered into
on October 24, 2019 with The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Secured Notes
Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”), in connection with the issuance
of the Existing 2050 Notes and the terms thereof (the “Fifteenth Supplemental Indenture”). The Fifteenth Supplemental
Indenture supplements a base indenture entered into on July 23, 2015, by and among the CCO Issuers, CCO Safari II, LLC, the Secured
Notes Trustee and the Collateral Agent (the “Secured Notes Base Indenture” and, together with the Fifteenth Supplemental
Indenture, the “Secured Notes Indenture”). The offering and sale of the New 2050 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 December 2, 2019.
Secured Notes Indenture
The Secured Notes Indenture provides, among other things, that
interest is payable on the 2050 Notes on each March 1 and September 1, commencing March 1, 2020.
At any time and from time to time prior to September 1, 2049,
the CCO Issuers may redeem the outstanding 2050 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 September 1, 2049, the CCO Issuers may redeem some or all of the outstanding 2050 Notes
at a redemption price equal to 100% of the principal amount of the 2050 Notes to be redeemed, plus accrued and unpaid interest
on the principal amount being redeemed to, but not including, the redemption date.
The 2050 Notes are senior secured obligations of the CCO Issuers.
The 2050 Notes are guaranteed on a senior secured basis by CCO Holdings, as parent guarantor, and all of the subsidiaries of the
CCO Issuers that guarantee the obligations of CCO under its credit agreement (collectively, the “Guarantors”). The
2050 Notes and the guarantees are secured by a pari passu, first priority security interest, subject to certain permitted
liens, in the CCO Issuers’ and the Guarantors’ assets that secure obligations under the credit agreement.
The terms of the Secured Notes Indenture, among other things,
limit the ability of the CCO Issuers to grant liens, sell all or substantially all of their assets or merge or consolidate with
other entities.
The Secured Notes 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 Secured Notes 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 2050 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 2050 Notes may declare all the 2050 Notes to be due and payable immediately.
For a complete description of the Secured Notes Indenture and
the 2050 Notes, please refer to copies of the Secured Notes Base Indenture, the Fifteenth Supplemental Indenture and the form of
the 2050 Notes incorporated herein by reference as Exhibits 4.4, 4.5 and 4.6, respectively. The foregoing descriptions of the Secured
Notes Base Indenture, the Fifteenth Supplemental Indenture and the 2050 Notes do not purport to be complete and are qualified in
their entirety by reference to the full text of those documents.