Charter Offers $1 Billion Senior Unsecured Notes and Announces Bank Debt Financings

STAMFORD, Conn., April 19, 2013 /PRNewswire/ -- Charter Communications, Inc. (NASDAQ: CHTR) ("Charter") today announced that its subsidiaries, CCO Holdings, LLC and CCO Holdings Capital Corp. (collectively, "CCO Holdings"), intend to publicly offer $1 billion in aggregate principal amount of senior unsecured notes ("the Notes") due 2024.

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The offering and sale of the notes will be made pursuant to a registration statement on Form S-3 previously filed with the Securities and Exchange Commission ("SEC"), as amended. BofA Merrill Lynch will act as the Lead Bookrunning Manager for the offering. The offering will be made only by means of a prospectus supplement dated April 19, 2013 and the accompanying base prospectus, copies of which may be obtained on Charter's website at www.charter.com, the SEC's website at www.sec.gov, or by contacting BofA Merrill Lynch, 222 Broadway, 11th Floor, New York, NY, Attention: Prospectus Department, or email: dg.prospectus_requests@baml.com.

Charter intends to use the net proceeds from the sale of the Notes for general corporate purposes and to finance a tender offer or redemption by its subsidiaries of the outstanding 7.875% senior notes due 2018 of CCO Holdings. CCO Holdings anticipates launching a tender offer later today, which Charter expects will be the subject of a separate press release.

In parallel, the Company has announced that its subsidiary, Charter Communications Operating, LLC ("Charter Operating") has launched a new Term Loan F, totaling $1.2 billion and due 2021. The proceeds from Term Loan F will be used, together with other funds, to refinance $527 million principal amount of Term Loan C due 2016, and $744 million principal amount of Term Loan D due 2019.

The Company also announced that Charter Operating is seeking to refinance its existing $741 million Term Loan A with a $750 million Term Loan A-1. The Term Loan A-1 is expected to be due in 2018 and to be priced at par with a coupon of LIBOR plus 200 basis points.

Charter Operating is also seeking to increase the size of its Revolving Credit Facility by $150 million to $1.3 billion and extend the facility's maturity to 2018. Additionally, the Revolving Credit Facility is expected to price at LIBOR plus 200 basis points for drawn amounts, with a 30 basis point commitment fee on undrawn Revolving Credit Facility commitments.

The Company also announced that a new Term Loan E Facility was syndicated in connection with its Amended and Restated Credit Agreement, dated April 11, 2012, providing for $1.5 billion of term loans with a final maturity date of August 1, 2020. Proceeds will be used to fund the previously announced acquisition of Bresnan Broadband Holdings, LLC. Pricing on the Term Loan E was set at LIBOR plus 225 basis points, with a 75 bps LIBOR floor. The loans would be issued with 0.5% of original issue discount. The Term Loan E facility is subject to a delayed draw ticking fee accruing until the funding of the loan or termination of the commitments.

This press release is neither an offer to sell nor a solicitation of an offer to buy, nor shall there be any sale of the Notes or any Loans in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.

BofA Merrill Lynch will act as Joint Bookrunner for the senior unsecured notes offering. BofA Merrill Lynch will also act as Joint Bookrunner, Joint Lead Arranger and Administrative Agent for the Revolving Credit Facility and Term Loan A transactions. Credit Suisse Securities (USA) LLC was the Joint Bookrunner and Joint Lead Arranger for the Term Loan E and will act in the same capacities for the Term Loan F.

The transactions referred to herein are subject to market conditions and customary closing conditions.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This release 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 Securities and Exchange Commission ("SEC"). Many of the forward-looking statements contained in this release 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," and "potential," among others. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this release 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: 

  • our ability to sustain and grow revenues and cash flow from operations by offering video, Internet, telephone, 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 and the difficult economic conditions in the United States;
  • 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, and video provided 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;
  • 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 release.

SOURCE Charter Communications, Inc.



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