STAMFORD, Conn., Feb. 4, 2016 /PRNewswire/ -- Charter
Communications, Inc. (NASDAQ: CHTR) (along with its
subsidiaries, "Charter") today announced that its subsidiaries, CCO
Holdings, LLC and CCO Holdings Capital Corp., have priced
$1.7 billion of senior unsecured
notes due 2024 (the "New Notes"). The New Notes will bear
interest at a rate of 5.875% per annum and will be issued at a
price of 100.0% of the aggregate principal amount of $1.7 billion.
![Charter Communications Logo. Charter Communications Logo.](http://photos.prnewswire.com/prnvar/20110526/AQ10195LOGO)
Charter expects to close the offering of the New Notes on
February 19, 2016, subject to
customary closing conditions. The New Notes were 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 New 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.
This news release is neither an offer to sell nor a solicitation
of an offer to buy the New Notes and shall not constitute an offer,
solicitation or sale, nor is it an offer to purchase, or the
solicitation of an offer to sell the New Notes 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 Spectrum TV™ video entertainment programming,
Spectrum Internet™ access, and 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 Spectrum Reach™ brand. More information about
Charter can be found at www.charter.com.
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, our definitive proxy
statement filed with the SEC on August 20,
2015, 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 the TWC Transaction and Bright House
Transaction (collectively, the "Transactions")
- delays in the completion of the Transactions;
- the risk that a condition to completion of the Transactions may
not be satisfied;
- the risk that regulatory or other approvals that may be
required for the Transactions is delayed, is not obtained or is
obtained subject to material conditions that are not
anticipated;
- New Charter's ability to achieve the synergies and value
creation contemplated by the Transactions;
- 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, TWC'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,
TWC and Bright House as a result of the Transactions;
- 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 TWC's and Bright House's executive officers in
connection with the Transactions;
- operating costs and business disruption that may be greater
than expected; and
- the ability to retain and hire key personnel and maintain
relationships with providers or other business partners pending
completion of the Transactions.
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,
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;
- any events that disrupt our networks, information systems or
properties and impair our operating activities and negatively
impact our reputation;
- 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.
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SOURCE Charter Communications, Inc.