ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
As previously announced, pursuant to that certain Agreement and Plan of Mergers, dated as of May 23, 2015 (the Merger Agreement), by and among Time
Warner Cable Inc. (TWC), Charter Communications, Inc. (Legacy Charter), CCH I, LLC (New Charter), then a wholly owned subsidiary of Charter, Nina Corporation I, Inc. (Merger Subsidiary One), Nina
Company II, LLC (Merger Subsidiary Two), a wholly owned subsidiary of New Charter, and Nina Company III, LLC (Merger Subsidiary Three), a wholly owned subsidiary of New Charter, on May 18, 2016, the parties completed a series
of transactions pursuant to which, among other things, (i) Merger Subsidiary One merged with and into TWC, with TWC continuing as the surviving corporation, (ii) immediately thereafter, TWC merged with and into Merger Subsidiary Two, with Merger
Subsidiary Two continuing as the surviving entity, and (iii) immediately thereafter, Legacy Charter merged with and into Merger Subsidiary Three, with Merger Subsidiary Three continuing as the surviving entity and a wholly owned subsidiary of New
Charter (collectively, the Mergers), which resulted in Legacy Charter and TWC becoming wholly owned subsidiaries of New Charter.
Following
the consummation of the Mergers, New Charter became the new public company parent that holds the operations of the combined companies. New Charter is now named Charter Communications, Inc. and trades under the same ticker symbol
CHTR on NASDAQ.
Also as previously announced, on May 18, 2016, New Charter and Advance/Newhouse Partnership (A/N), the former
parent of Bright House Networks, LLC (Bright House), completed their previously announced transaction in which New Charter acquired Bright House (the Bright House Transaction).
Escrow Release of Note Proceeds and Term H/I Loans
In connection with the consummation of the Mergers and the Bright House Transaction, on May 18, 2016, the proceeds of (i) the previously announced offering of
$2.0 billion aggregate principal amount of 3.579% Senior Secured Notes due 2020, $3.0 billion aggregate principal amount of 4.464% Senior Secured Notes due 2022, $4.5 billion aggregate principal amount of 4.908% Senior Secured Notes due 2025, $2.0
billion aggregate principal amount of 6.384% Senior Secured Notes due 2035, $3.5 billion aggregate principal amount of 6.484% Senior Secured Notes due 2045 and $500 million aggregate principal amount of 6.834% Senior Notes due 2055 (collectively,
the CCO Notes), issued pursuant to that certain indenture, dated as of July 23, 2015, by and among CCO Safari II, LLC (the CCO Escrow Issuer), Charter Communications Operating, LLC (CCO), Charter Communications
Operating Capital Corp. (together with CCO, the CCO Issuers), and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the Trustee) and as collateral agent (in such capacity, the Collateral
Agent), as supplemented by the first supplemental indenture, dated as of July 23, 2015 (as so supplemented, the CCO Indenture), by and among the CCO Escrow Issuer, CCH II, LLC, as limited guarantor, the Trustee and the Collateral
Agent, and (ii) the previously announced offering of $2.5 billion aggregate principal amount of 5.750% Senior Notes due 2026 (the CCOH Notes and, together with the CCO Notes, the Notes), issued pursuant to that certain
indenture, dated as of November 20, 2015, by and among CCOH Safari, LLC (the CCOH Escrow Issuer), CCO Holdings, LLC (CCOH), CCO Holdings Capital Corp. (together with CCOH, the CCOH Issuers) and the Trustee, as
supplemented by the first supplemental indenture, dated as of November 20, 2015 (as so supplemented, the CCOH Indenture), by and between the CCOH Escrow Issuer and the Trustee, were released from escrow (the Escrow Release)
on May 18, 2016 (the Escrow Release Date).
In addition, on the Escrow Release Date, the proceeds of the previously announced Term H Loan in
the aggregate principal amount of $1.0 billion (the Term H Loan) and the Term I Loan in an aggregate principal amount of $2.8 billion (the Term I Loan and collectively with the Term H Loan, the Term H/I Loans), in
each case, initially established under CCOs existing Amended and Restated Credit Agreement, dated as of April 11, 2012, as further amended, restated, supplemented or otherwise modified from time to time prior to the Escrow Release Date (the
Existing Credit Agreement) and subsequently assigned to CCO Safari III, LLC (CCO Safari III) as obligations of CCO Safari III governed by that certain Escrow Credit Agreement, dated as of August 24, 2015, between CCO Safari
III, as borrower, Bank of America, N.A., as administrative agent, and the lenders party thereto (the Escrow Credit Agreement), were released from escrow.
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In connection therewith, the CCO Escrow Issuer, CCO Safari III, the CCO Issuers, the CCOH Escrow Issuer and the
CCOH Issuers entered into the following agreements:
Supplemental Indentures
On the Escrow Release Date, the CCO Escrow Issuer merged with and into CCO. In connection therewith, the CCO Issuers and the CCO Escrow Issuer entered into the
second supplemental indenture to the CCO Indenture, dated as of the Escrow Release Date (the CCO Second Supplemental Indenture), with the Trustee and the Collateral Agent, providing for the assumption by the CCO Issuers of the CCO Escrow
Issuers obligations under the CCO Indenture and the CCO Notes. Pursuant to the CCO Indenture, on the Escrow Release Date, CCOH and certain subsidiaries of CCO that are guarantors of CCOs Amended and Restated Credit Agreement described
below (the Subsidiary Guarantors) entered into the third supplemental indenture to the CCO Indenture (the CCO Third Supplemental Indenture) with the Trustee and the Collateral Agent, providing for the guarantee of the CCO
Notes by CCOH and the Subsidiary Guarantors.
Also on the Escrow Release Date, the CCOH Escrow Issuer merged with and into CCOH. In connection therewith,
the CCOH Issuers and the CCOH Escrow Issuer entered into the second supplemental indenture to the CCOH Indenture (the CCOH Second Supplemental Indenture) with the Trustee, providing for the assumption by the CCOH Issuers of the CCOH
Escrow Issuers obligations under the CCOH Indenture and the CCOH Notes.
In connection with the Mergers, TWC transferred all of its assets to TWC
NewCo LLC (NewCo). Pursuant to that certain indenture, dated as of April 30, 1992 (as amended, supplemented or otherwise modified prior to the Escrow Release Date, the TWCE Indenture), by and among Time Warner Inc., Time
Warner Entertainment Company, L.P., and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the TWC Trustee), NewCo entered into the thirteenth supplemental indenture to the TWCE Indenture, dated as of the
Escrow Release Date (the TWCE Thirteenth Supplemental Indenture), by and among Time Warner Cable Enterprises LLC, the guarantors party thereto, and the TWC Trustee, providing for the assumption by NewCo of TWCs obligations as
guarantor relating to the securities issued under the TWCE Indenture (the TWCE Securities) and the release and discharge of all of TWCs obligations under the TWCE Indenture. The Thirteenth Supplemental Indenture also provides for
the guarantee of the TWCE Securities by CCOH, the CCO Issuers and the Subsidiary Guarantors. In addition, pursuant to that certain indenture, dated as of April 9, 2007 (as amended, supplemented or otherwise modified prior to the Escrow Release Date,
the TWC Indenture), by and among TWC, the guarantors party thereto and the TWC Trustee, NewCo entered into the third supplemental indenture to the TWC Indenture, dated as of the Escrow Release Date (the TWC Third Supplemental
Indenture), by and among TWC, NewCo and the TWC Trustee, providing for the assumption by NewCo of TWCs obligations under the TWC Indenture and the securities issued thereunder (the TWC Securities), including the due and
punctual payment of the principal (and premium, if any) and interest on the TWC Securities and the release and discharge of all of TWCs obligations under the TWC Indenture and the TWC Securities. NewCo also entered into the fourth supplemental
indenture to the TWC Indenture (the TWC Fourth Supplemental Indenture), dated as of the Escrow Release Date, by and among NewCo, the guarantors party thereto and the TWC Trustee, providing for guarantee of the TWC Securities under the
TWC Indenture by CCOH, the CCO Issuers and the Subsidiary Guarantors.
Each of the supplemental indentures with respect to the provision of guarantees
includes provisions by which the guarantees are released, including, without limitation, releases effective upon the release of all collateral and/or guarantees under other indebtedness.
Registration Rights Agreement Joinders
In
connection with the Escrow Release, the CCO Issuers, CCOH and the Subsidiary Guarantors joined that certain Exchange and Registration Rights Agreement with respect to the CCO Notes, dated July 23, 2015 (the CCO Registration Rights
Agreement), by and among the CCO Escrow Issuer and Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc. and UBS Securities LLC, as representatives
of the several Purchasers (as defined in the CCO Registration Rights Agreement) pursuant to a joinder agreement, dated the Escrow Release Date (the CCO Registration Rights Joinder), by and among the CCO Escrow Issuer, CCH II, LLC, the
CCO Issuers, CCOH and the Subsidiary Guarantors. Under the CCO Registration Rights Agreement, as joined pursuant to the CCO Registration Rights Joinder, the CCO Issuers, CCOH and the Subsidiary Guarantors have agreed, with respect to each series of
the CCO Notes, to file a registration statement with respect to an offer to exchange such series of the CCO Notes for a new issue of substantially identical notes registered under the Securities Act of 1933, as amended (the Securities
Act), to cause the exchange offer registration statement to be declared effective and to consummate the exchange offer no later than 365 days after the Escrow Release Date. The CCO Issuers, CCOH and the Subsidiary Guarantors may be required to
provide a shelf registration statement to cover resales of one or more series of the CCO Notes under certain circumstances. If the foregoing obligations are not satisfied with respect to any series of the CCO Notes, the CCO Issuers, CCOH and the
Subsidiary Guarantors may be required to pay holders of the CCO Notes of such series 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.
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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.
Also in connection with the Escrow Release, the CCOH Issuers joined that certain Exchange and Registration Rights
Agreement with respect to the CCOH Notes, dated November 20, 2015 (the CCOH Registration Rights Agreement), by and among the CCOH Escrow Issuer and Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, UBS Securities LLC and Deutsche Bank Securities Inc., as representatives of the several Purchasers (as defined in the CCOH Registration Rights Agreement) pursuant to a joinder agreement, dated the Escrow Release Date
(the CCOH Registration Rights Joinder). Under the CCOH Registration Rights Agreement, as joined pursuant to the CCOH Registration Rights Joinder, the CCOH Issuers have agreed to file a registration statement with respect to an offer to
exchange the CCOH 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 365 days
after the Escrow Release Date. The CCOH Issuers may be required to provide a shelf registration statement to cover resales of the CCOH Notes under certain circumstances. If the foregoing obligations are not satisfied, the CCOH Issuers may be
required to pay holders of the CCOH 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.
Escrow Assumption Agreement, Incremental Activation Notice and Restatement Agreement
On the Escrow Release Date, CCO Safari III merged with and into CCO. In connection therewith, CCO and CCO Safari III entered into the Escrow Assumption
Agreement (the Escrow Assumption Agreement) with Bank of America, N.A., as administrative agent under the Existing Credit Agreement, providing for the assumption by CCO of CCO Safari IIIs obligations with respect to the Term H/I
Loans under the Escrow Credit Agreement.
In connection with the consummation of the Mergers and the Bright House Transaction, CCO also executed an
Incremental Activation Notice (the Notice) under the Existing Credit Agreement. The Notice (i) replaced the existing Term A-1 Loan Commitments and established a new tranche of Term A Loan Commitments in an aggregate principal amount of
$2,637,500,000 and was fully drawn on May 18, 2016 (the Term A Loans) and (ii) replaced the existing Revolving Commitments with New Revolving Commitments in an aggregate principal amount of $3,000,000,000 (the New Revolving
Commitments and the loans thereunder the New Revolving Loans). The Term A Loans were used to prepay and terminate CCOs existing Term A-1 Loans and to pay amounts, fees and expenses in connection with the Mergers and the
Bright House Transaction. Amounts drawn under the New Revolving Commitments to date were used to pay transaction related amounts, fees and expenses or are expected to be used for general corporate purposes.
The maturity date of all Term A Loans is May 18, 2021. Term A Loans will, at the option of CCO, bear interest at the Eurodollar Rate plus 2.00% or ABR plus
1.00%, as applicable. The termination date of the New Revolving Commitments established under the Notice is May 18, 2021 and all loans outstanding under the New Revolving Commitments, if any, will be due and payable at such time. New Revolving Loans
will, (i) at the option of CCO, bear interest at the Eurodollar Rate plus 2.00% or ABR plus 1.00%, as applicable or, (ii) if New Charter has a corporate family rating that is an investment grade rating from at least two rating agencies,
at the option of CCO, bear interest at the Eurodollar Rate plus 1.25% or ABR plus 0.25%, as applicable. A copy of the Notice is filed herewith as Exhibit 10.4. The foregoing description of the Notice does not purport to be complete and is qualified
in its entirety by reference to the full text of the Notice, which is filed as Exhibit 10.4 hereto and is incorporated by reference.
Immediately
following the execution of the Escrow Assumption Agreement and the Notice, CCO entered into a Restatement Agreement (the Restatement Agreement), dated as of May 18, 2016, by and among CCO, CCOH, the subsidiary guarantors party thereto,
Bank of America, N.A., as administrative agent (the Administrative Agent) and the lenders party thereto, to (i) amend and restate the Existing Credit Agreement (such credit agreement, as amended by the Restatement Agreement, the
Amended and Restated Credit Agreement) and (ii) to amend and restate the existing Guarantee and Collateral Agreement, by and among CCO, CCOH, the subsidiary guarantors from time to time party thereto and the Administrative Agent (as
amended, the Amended and Restated Guarantee and Collateral Agreement). The changes to the Existing Credit Agreement include, among other things, changes and increases to certain exceptions under the negative covenants and the thresholds
for certain events of default, certain modifications to provide that certain previously existing hedge agreements entered into by TWC will be equally and ratably secured with the collateral under the Amended and Restated Credit Agreement and certain
other modifications. Additional provisions have also been amended to accommodate the transactions contemplated by the Notice. The changes to the existing Guarantee and Collateral Agreement include, among other things, amendments to permit
the grant of a security interest in the collateral to secure the obligations in respect of the TWCE Securities and the TWC Securities (collectively, the Equally and Ratably Secured Notes Obligations) on a
pari passu
basis
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with the obligations under the Amended and Restated Credit Agreement, and excluding from the collateral certain intellectual property that is jointly owned by TWC or any of its subsidiaries, on
one hand, and a third party, on the other hand. For a full description of the terms and conditions of the Amended and Restated Credit Agreement and the Amended and Restated Guarantee and Collateral Agreement see Exhibit A and
Exhibit B to the Restatement Agreement attached as Exhibit 10.5 hereto and incorporated by reference.
Notes Collateral Agreement
On the Escrow Release Date, the CCO Issuers and the Subsidiary Guarantors entered into a collateral agreement (the Collateral
Agreement) in favor of the Collateral Agent, providing for the creation of a security interest in favor of the Collateral Agent, the holders of the CCO Notes and the Trustee in the collateral securing the CCO Notes and including provisions by
which collateral is released, including, without limitation, releases effective upon the release of collateral under other indebtedness. The obligations under the CCO Notes are secured by (i) a first priority lien on substantially all of the
assets of CCO and the Subsidiary Guarantors, to the extent such lien can be perfected under the Uniform Commercial Code by the filing of a financing statement and (ii) a pledge by the CCO Issuers of the equity interests owned by it in any of
the CCO Issuers subsidiaries, subject to certain limited exceptions, as well as certain intercompany obligations. The obligations under the CCO Notes are secured on a
pari passu
basis with the obligations under the Amended and Restated
Credit Agreement and the Equally and Ratably Secured Notes Obligations.
Intercreditor Agreement
On the Escrow Release Date, CCO and the other grantors party thereto entered into a First Lien Intercreditor Agreement, dated as of the Escrow Release Date
(the First Lien Intercreditor Agreement), by and among CCO, the other grantors party thereto, Bank of America, N.A., as Credit Agreement Collateral Agent, the Collateral Agent, and each additional agent from time to time party thereto.
The First Lien Intercreditor Agreement governs the relative rights of the secured parties in respect of security interests in the collateral securing the
CCO Notes, the obligations under the Amended and Restated Credit Agreement, the Equally and Ratably Secured Notes Obligations and future indebtedness which may be secured by such assets on a
pari passu
basis and certain other matters relating
to the administration of security interests.
Copies of the CCO Second Supplemental Indenture, the CCO Third Supplemental Indenture, the CCOH Second
Supplemental Indenture, the TWCE Thirteenth Supplemental Indenture, the TWC Third Supplemental Indenture, the TWC Fourth Supplemental Indenture, the CCO Registration Rights Joinder, the CCOH Registration Rights Joinder, the Escrow Assumption
Agreement, the Notice, the Restatement Agreement, the Collateral Agreement and the Intercreditor Agreement are filed herewith as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7, respectively, and are each
incorporated herein by reference. The foregoing descriptions of the CCO Second Supplemental Indenture, the CCO Third Supplemental Indenture, the CCOH Second Supplemental Indenture, the TWCE Thirteenth Supplemental Indenture, the TWC Third
Supplemental Indenture, the TWC Fourth Supplemental Indenture, the CCO Registration Rights Joinder, the CCOH Registration Rights Joinder, the Escrow Assumption Agreement, the Notice, the Restatement Agreement, the Collateral Agreement and the
Intercreditor Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of those documents.