Charter Prices $1 Billion In Senior Unsecured Notes

STAMFORD, Conn., April 19, 2013 /PRNewswire/ -- Charter Communications, Inc. (NASDAQ: CHTR) (along with its subsidiaries, the "Company" or "Charter") today announced that its subsidiaries, CCO Holdings, LLC and CCO Holdings Capital Corp. (collectively, "CCO Holdings"), have priced a public offering of $1 billion in aggregate principal amount of senior unsecured notes due in 2024 (the "Notes"). The Notes will bear an interest rate of 5.750 percent per annum and will be issued at par.

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The Notes will result in proceeds of approximately $987 million after deducting underwriting discounts, commissions and other expenses. Charter intends to use the net proceeds from the sale of the Notes to repurchase or redeem CCO Holdings' outstanding 7.875% senior notes due 2018 (the "2018 Notes"), to pay related fees and expenses and for general corporate purposes. CCO Holdings launched a tender offer for the 2018 Notes earlier today, which was the subject of a separate press release issued by Charter.

Charter expects to close the Notes offering on May 3, 2013, subject to customary closing conditions. The offering and sale of the Notes was made pursuant to a shelf registration statement on Form S-3 previously filed with the Securities and Exchange Commission ("SEC"), as amended.

BofA Merrill Lynch acted as Joint Bookrunner for the offering. The offering was 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, 11^th Floor, New York, NY, Attention: Prospectus Department, or email: [email protected].

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 in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.

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.