ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Issuance of 7.375% Senior Notes due 2031
On February 13, 2023 (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 $1.1 billion aggregate principal amount of 7.375% Senior Notes due 2031 (the “Notes”).
The Notes were sold to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities
Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons in reliance on Regulation
S under the Securities Act. The Notes have not been registered under 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.
In connection therewith, the CCOH Issuers entered into the below agreements.
Indenture
On the Closing Date, the CCOH Issuers entered into a tenth supplemental
indenture with The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), in connection with the issuance
of the Notes and the terms thereof (the “Tenth Supplemental Indenture”). The Tenth Supplemental Indenture supplements a base
indenture entered into on May 23, 2019 with the Trustee (the “Base Indenture” and, together with the Tenth Supplemental
Indenture, the “Indenture”) providing for the issuance from time to time of one or more series of senior notes. The Tenth
Supplemental Indenture includes the form of the Notes. The Indenture provides, among other things, that the Notes are general unsecured
obligations of the CCOH Issuers. The Notes are not guaranteed.
Interest is payable on the Notes on each March 1 and September 1,
commencing September 1, 2023.
At any time and from time to time prior to March 1, 2026, the
CCOH Issuers may redeem the outstanding 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 Notes to the redemption date, plus a make-whole premium. On or
after March 1, 2026, the CCOH Issuers may redeem the outstanding Notes in whole or in part at redemption prices set forth in the
Tenth Supplemental Indenture, plus accrued and unpaid interest and special interest, if any, on such Notes to the applicable redemption
date. In addition, at any time prior to March 1, 2026, the CCOH Issuers may redeem up to 40% of the Notes using proceeds from certain
equity offerings at a redemption price equal to 107.375% 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 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
Triggering Event (as defined in the Tenth Supplemental Indenture), each holder of the Notes shall have the right to require the CCOH Issuers
to make an offer to purchase all or any part of that holder’s Notes at a price equal to 101% of the aggregate principal amount of
the Notes repurchased, plus accrued and unpaid interest and special interest, if any, to the date of repurchase thereof.
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 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 Trustee or
the holders of at least 30% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable
immediately.
Registration Rights Agreement
In connection with the sale of the Notes, the CCOH Issuers entered
into an Exchange and Registration Rights Agreement with respect to the Notes, dated as of the Closing Date (the “Registration Rights
Agreement”), with Morgan Stanley & Co. LLC, 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 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 the Closing Date. The CCOH Issuers may be required to provide a shelf registration statement to cover resales of the
Notes under certain circumstances. If the foregoing obligations are not satisfied, the CCOH Issuers may be required to pay holders of
the 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 Indenture and the Notes, please refer
to a copy of the Base Indenture, incorporated by reference as Exhibit 4.1. Copies of the Tenth Supplemental Indenture, the form of
the Notes and the Registration Rights Agreement are filed herewith as Exhibits 4.2, 4.3 and 10.1, respectively, and are each incorporated
herein by reference. The foregoing descriptions of the Base Indenture, the Tenth Supplemental Indenture, the 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.
Amendment No. 3 to the Amended and Restated Credit Agreement
On February 10, 2023, Charter Communications
Operating, LLC (“CCO”), CCO Holdings and certain of CCO’s subsidiaries entered into
that certain Amendment No. 3 (“Amendment No. 3”) with the Lenders (as defined therein) party thereto and Bank of
America, N.A., as administrative agent (the “Administrative Agent”), to the Amended and Restated Credit Agreement, dated as
of March 18, 1999, as amended and restated on April 26, 2019, as amended by Amendment No. 1 on October 24, 2019, and
as further amended by Amendment No. 2 on May 26, 2022, by and among CCO, CCO Holdings, certain of CCO’s subsidiaries,
the Lenders party thereto and the Administrative Agent (such credit agreement as in effect immediately prior to Amendment No. 3,
the “Existing Credit Agreement” and as amended by Amendment No. 3, the “Amended Credit Agreement”).
The changes to the Existing Credit Agreement include,
among other things, replacing LIBOR (as defined in the Amended Credit Agreement) as the benchmark rate applicable to the Term B Loans
(as defined in the Amended Credit Agreement) with Term SOFR (as defined in the Amended Credit Agreement) and implementing corresponding
technical updates.
After giving effect to Amendment No. 3: (i) the
aggregate principal amount of Term B-1 Loans (as defined in the Amended Credit Agreement) outstanding is $2.3 billion with a pricing of
Term SOFR plus 1.75% and (ii) the aggregate principal amount of Term B-2 Loans (as defined in the Amended Credit Agreement) outstanding
is $3.7 billion with a pricing of Term SOFR plus 1.75%.
A copy of Amendment No. 3 is filed herewith
as Exhibit 10.2 and is incorporated herein by reference. The foregoing description of Amendment No. 3 does not purport to be
complete and is qualified in its entirety by reference to the full text of this document.