ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Issuance of 4.750% Senior Notes due 2032
On January 19, 2022 (the “Closing Date”), CCO Holdings,
LLC (“CCO Holdings”) and CCO Holdings Capital Corp. (together with CCO Holdings, the “CCOH Issuers”), subsidiaries
of Charter Communications, Inc. (the “Company”), issued $1.2 billion aggregate principal amount of 4.750% Senior Notes due
2032 (the “Notes”). The Notes were sold to persons reasonably believed to be 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.
In connection therewith, the CCOH Issuers entered into the below agreements.
Indenture
On the Closing Date, the CCOH Issuers entered into a eighth supplemental
indenture with The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), in connection with the issuance
of the Notes and the terms thereof (the “Eighth Supplemental Indenture”). The Eighth Supplemental Indenture supplements a
base indenture entered into on May 23, 2019 with the Trustee (the “Base Indenture” and, together with the Eighth Supplemental
Indenture, the “Indenture”) providing for the issuance of senior notes generally. The Indenture provides, among other things,
that the Notes are general unsecured obligations of the CCOH Issuers. The Notes are not guaranteed.
Interest is payable on the Notes on each February 1 and August 1, commencing
August 1, 2022.
At any time and from time to time prior to February 1, 2027, the CCOH
Issuers may redeem the outstanding Notes in whole or in part at a redemption price equal to 100% of the principal amount thereof plus
accrued and unpaid interest and special interest, if any, on such Notes to the redemption date, plus a make-whole premium. On or after
February 1, 2027, the CCOH Issuers may redeem some or all of the outstanding Notes at redemption prices set forth in the Eighth Supplemental
Indenture. In addition, at any time prior to February 1, 2025, the CCOH Issuers may redeem up to 40% of the Notes using proceeds from
certain equity offerings at a redemption price equal to 104.750% of the principal amount thereof, plus accrued and unpaid interest and
special interest, if any, on such Notes to the redemption date, provided that certain conditions are met.
The terms of the Indenture, among other things, limit the ability of
the CCOH Issuers to incur additional debt and issue preferred stock; pay dividends or make other restricted payments; make certain investments;
grant liens; allow restrictions on the ability of certain of their subsidiaries to pay dividends or make other payments; sell assets;
merge or consolidate with other entities; and enter into transactions with affiliates.
Subject to certain limitations, in the event of a Change of Control
Triggering Event (as defined in the Eighth Supplemental Indenture), each holder of the Notes shall have the right to require the CCOH
Issuers to make an offer to purchase all or any part of that holder’s Notes at a price equal to 101% of the aggregate principal
amount of the Notes repurchased, plus accrued and unpaid interest and special interest, if any, to the date of repurchase thereof.
The Indenture provides for customary events of default, which include
(subject in certain cases to customary grace and cure periods), among others, nonpayment of principal or interest; breach of other covenants
or agreements in the Indenture; failure to pay certain other indebtedness; failure to pay certain final judgments; failure of certain
guarantees to be enforceable; and certain events of bankruptcy or insolvency. Generally, if an event of default occurs, the Notes Trustee
or the holders of at least 30% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable
immediately.
Registration Rights Agreement
In connection with the sale of the Notes, the CCOH Issuers entered
into an Exchange and Registration Rights Agreement with respect to the Notes, dated as of the Closing Date (the “Registration Rights
Agreement”), with Deutsche Bank Securities Inc., as representative of the several Purchasers (as defined in the Registration Rights
Agreement). Under the Registration Rights Agreement, the CCOH Issuers have agreed, in certain circumstances, to file a registration statement
with respect to an offer to exchange the 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 450
days following January 19, 2022. The CCOH Issuers may be required to provide a shelf registration statement to cover resales of the Notes
under certain circumstances. If the foregoing obligations are not satisfied, the CCOH Issuers may be required to pay holders of the 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.
For a complete description of the Indenture and the Notes, please refer
to a copy of the Base Indenture, incorporated by reference as Exhibit 4.1. Copies of the Eighth Supplemental Indenture, the form of the
Notes and the Registration Rights Agreement are filed herewith as Exhibits 4.2, 4.3 and 10.1, respectively, and are each incorporated
herein by reference. The foregoing descriptions of the Base Indenture, the Eighth Supplemental Indenture, the Notes and the Registration
Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of those documents.