STAMFORD, Conn., July 9, 2015 /PRNewswire/ -- Charter
Communications, Inc. (NASDAQ: CHTR) (along with its
subsidiaries, "Charter") today announced that its subsidiary, CCO
Safari II, LLC, intends to offer senior secured notes due 2020,
2022, 2025, 2035, 2045 and 2055 (the "Notes").
Charter intends to use the net proceeds from the sale of the
Notes to partially finance Charter's previously announced
transactions with Time Warner Cable Inc. (NYSE: TWC) and Bright
House Networks, LLC. The proceeds from the offering of the Notes
will be placed in escrow at CCO Safari II, LLC until the closing of
the transaction between Charter and Time Warner Cable Inc., at
which time the Notes will be assumed by Charter's subsidiaries,
Charter Communications Operating, LLC and Charter Communications
Operating Capital Corp.
The Notes will be sold to qualified institutional buyers in
reliance on Rule 144A and outside the
United States to non-U.S. persons in reliance on Regulation
S. The 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.
The offering is subject to, among other things, market
conditions.
Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and
UBS Securities LLC will act as the Joint Book-Running Managers for
the offering.
This news release is neither an offer to sell nor a solicitation
of an offer to buy the Notes and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offer,
solicitation, or sale is unlawful.
About Charter
Charter (NASDAQ: CHTR) is a leading broadband communications
company and the fourth-largest cable operator in the United States. Charter provides a full
range of advanced broadband services, including advanced Charter
Spectrum TV® video entertainment programming, Charter Spectrum
Internet® access, and Charter Spectrum Voice®. Spectrum Business
similarly provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, business
telephone, video and music entertainment services, and wireless
backhaul. Charter's advertising sales and production services are
sold under the Charter Media® brand. More information about Charter
can be found at charter.com.
Important Information For Investors And
Shareholders
This communication does not constitute an
offer to sell or the solicitation of an offer to buy any securities
or a solicitation of any vote or approval. In connection with the
proposed transaction between Time Warner Cable Inc. ("Time Warner
Cable") and Charter Communications, Inc. ("Charter"), on
June 26, 2015, Charter's subsidiary,
CCH I, LLC ("New Charter"), filed with the Securities and Exchange
Commission ("SEC") a registration statement on Form S-4 that
included a preliminary joint proxy statement of Charter and Time
Warner Cable that also constitutes a prospectus of New
Charter. After the registration statement is declared
effective, Charter and Time Warner Cable will mail a definitive
proxy statement/prospectus to stockholders of Charter and
stockholders of Time Warner Cable. This material is not a
substitute for the joint proxy statement/prospectus or registration
statement or for any other document that Charter or Time Warner
Cable may file with the SEC and send to Charter's and/or Time
Warner Cable's stockholders in connection with the proposed
transactions. INVESTORS AND SECURITY HOLDERS OF CHARTER AND TIME
WARNER CABLE ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND
OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders will be able to obtain
free copies of the proxy statement/prospectus (when available) and
other documents filed with the SEC by Charter or Time Warner Cable
through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed with the SEC by Charter will be
available free of charge on Charter's website at charter.com, in
the "Investor and News Center" near the bottom of the page, or by
contacting Charter's Investor Relations Department at 203-905-7955.
Copies of the documents filed with the SEC by Time Warner Cable
will be available free of charge on Time Warner Cable's website at
http://ir.timewarnercable.com or by contacting Time Warner Cable's
Investor Relations Department at 877-446-3689.
Charter and Time Warner Cable and their respective directors and
certain of their respective executive officers may be considered
participants in the solicitation of proxies with respect to the
proposed transactions under the rules of the SEC. Information about
the directors and executive officers of Charter is set forth in its
Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC
on February 24, 2015, and its proxy
statement for its 2015 annual meeting of stockholders, which was
filed with the SEC on March 18, 2015.
Information about the directors and executive officers of Time
Warner Cable is set forth in its Annual Report on Form 10-K for the
year ended December 31, 2014, which
was filed with the SEC on February 13,
2015, as amended April 27,
2015, its proxy statement for its 2015 annual meeting of
stockholders, which was filed with the SEC on May 18, 2015 and its Current Report on Form 8-K,
which was filed with the SEC on June 1,
2015. These documents can be obtained free of charge from
the sources indicated above. Additional information regarding the
participants in the proxy solicitations and a description of their
direct and indirect interests, by security holdings or otherwise,
will also be included in any proxy statement and other relevant
materials to be filed with the SEC when they become available.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This communication includes forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, 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 SEC. Many
of the forward-looking statements contained in this communication
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",
"predict", "project", "seek", "would", "could", "continue",
"ongoing", "upside", "increases" and "potential", among
others. Important factors that could cause actual results to
differ materially from the forward-looking statements we make in
this communication are set forth in our Annual Report on Form 10-K
and other reports or documents that we file from time to time with
the SEC, and include, but are not limited to:
Risks Related to Time Warner Cable and Bright House
Transactions (the "Transactions")
- delays in the completion of the Transactions;
- failure to receive necessary stockholder approvals;
- the risk that a condition to completion of the Transactions may
not be satisfied;
- the risk that a regulatory or other approval that may be
required for the Transactions is delayed, is not obtained or is
obtained subject to conditions that are not anticipated;
- New Charter's ability to achieve the synergies and value
creation contemplated by the Time Warner Cable Transaction and/or
the Bright House Transaction;
- New Charter's ability to promptly, efficiently and effectively
integrate acquired operations into its own operations;
- managing a significantly larger company than before the
completion of the Transactions;
- diversion of management time on issues related to the
Transactions;
- changes in Charter's, Time Warner Cable's or Bright House's
businesses, future cash requirements, capital requirements, results
of operations, revenues, financial condition and/or cash
flows;
- disruption in the existing business relationships of Charter,
Time Warner Cable and Bright House as a result of the Time Warner
Cable Transaction and/or the Bright House Transaction;
- the increase in indebtedness as a result of the Transactions,
which will increase interest expense and may decrease Charter's
operating flexibility;
- changes in transaction costs, the amount of fees paid to
financial advisors, potential termination fees and the potential
payments to Time Warner Cable's executive officers in connection
with the Transactions;
- operating costs and business disruption that may be greater
than expected;
- the ability to retain and hire key personnel and maintain
relationships with providers or other business partners pending
completion of the Transactions; and
- the impact of competition.
Risks Related to Our Business
- our ability to sustain and grow revenues and cash flow from
operations by offering video, Internet, voice, 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;
- 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, video
provided over the Internet and providers of advertising 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
including our cloud-based user interface, Spectrum Guide®, and
downloadable security for set-top boxes;
- the effects of governmental regulation on our business or
potential business combination transactions;
- 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
communication.
Logo -
http://photos.prnewswire.com/prnh/20110526/AQ10195LOGO
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/charter-offers-senior-secured-notes-300110945.html
SOURCE Charter Communications, Inc.