ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 24, 2019, Charter Communications Operating, LLC (
Charter Operating
), CCO Holdings, LLC (
CCO Holdings
) and
certain of Charter Operatings subsidiaries entered into that certain Amendment No. 1 (
Amendment No.
1
) with the Lenders (as defined therein) party thereto and Bank of America, N.A., as administrative
agent (the
Administrative Agent
) to (i) the Amended and Restated Credit Agreement, dated as of March 18, 1999, as amended and restated on December 21, 2017, by and among Charter Operating, CCO Holdings, certain of
Charter Operatings subsidiaries, the Lenders party thereto and the Administrative Agent (such credit agreement as in effect immediately prior to Amendment No. 1, the
Existing Credit Agreement
and as amended by Amendment
No. 1, the
Amended Credit Agreement
) and (ii) the Guarantee and Collateral Agreement, dated as of March 18, 1999, as amended and restated as of March 31, 2010, as further amended and restated on May 18,
2016, by and among Charter Operating, CCO Holdings, certain of Charter Operatings subsidiaries and the Administrative Agent (such guarantee and collateral agreement as in effect immediately prior to Amendment No. 1, the
Existing
Guarantee and Collateral Agreement
and as amended by Amendment No. 1, the
Amended Guarantee and Collateral Agreement
).
The
changes to the Existing Credit Agreement include, among other things, (i) increasing the size of the revolving credit facilities to $4.75 billion from $4.0 billion, including by establishing new Revolving B Commitments,
(ii) converting a portion of the existing Revolving A Commitments into Revolving B Commitments , (iii) converting a portion of the existing Term
A-2
Loans to Term
A-3
Loans and borrowing an additional $1.7 billion of Term
A-3
Loans and (iv) extending certain maturity dates with respect to the converted Term
A-3
Loans and converted Revolving B Commitments, as set forth below.
(i) (x) the Amended Credit
Agreement provides for a $4.75 billion revolving credit facility, with $248,500,000 in Revolving A Commitments and $4,501,500,000 in Revolving B Commitments and (y) (A) Revolving Loans, at the option of Charter Operating, bear interest at
the Eurodollar Rate plus 1.50% or ABR plus 0.50% (unchanged from the Existing Credit Agreement), (B) the maturity date of the Revolving B Commitments is March 29, 2024 (with the maturity of the Revolving A Commitments that were not converted
into Revolving B Commitments unchanged at March 31, 2023); and
(ii) (x) the Amended Credit Agreement provides for an additional
amount of Term
A-3
Loans in an aggregate principal amount of $1,692,275,000 and (y) (A) the Term
A-3
Loans, at the option of Charter Operating, bear interest at the
Eurodollar Rate plus 1.50% or ABR plus 0.50% (unchanged from the existing interest rate for the Term
A-2
Loans thereby converted) and (B) the maturity date of the Term
A-3
Loans is March 29, 2024 (replacing the maturity of the prior Term
A-2
Loans of March 31, 2023 for the portion of Term
A-2
Loans thereby converted); and
(iii) the principal amount, interest rate and maturity date of
the Term B Loans remain unchanged from the Existing Credit Agreement.
Amendment No. 1 also (i) changes the guarantee and lien release provisions of the
Existing Credit Agreement and the Existing Guarantee and Collateral Agreement to permit, at Charter Operatings option, the release of the guarantees of certain de minimis subsidiaries and the release of liens on the assets of such subsidiaries
and (ii) makes changes to the definition of Non-Recourse Subsidiary.
A copy of Amendment No. 1 is filed herewith as Exhibit 10.1, and is
incorporated herein by reference. The foregoing description of Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to the full text of this document.