Charter 2010 Annual Report Download - page 69

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acceleration of other indebtedness owing by certain of CCO
Holdings’ direct and indirect parent companies in aggregate
principal amounts in excess of $200 million;
the consummation of any transaction resulting in any person
or group having power, directly or indirectly, to vote more
than 50% of the ordinary voting power for the management of
Charter Operating on a fully diluted basis or a change of control
shall occur under any indebtedness of CCO Holdings, any
first lien notes of Charter Operating or any specified long-term
indebtedness of Charter Operating (as defined in the Credit
Agreement) in excess of $200 million in aggregate principal
amount some of which instruments contain a 35% beneficial
ownership change of control provision; and
Charter Operating ceasing to be a wholly-owned direct
subsidiary of CCO Holdings, except in certain limited
circumstances.
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Provided below is a brief description of the notes issued by CCH II,
CCO Holdings and Charter Operating.
CCH II Notes
On November 30, 2009, CCH II and CCH II Capital Corp. issued
approximately $1.8 billion in total principal amount of new 13.5%
senior notes (the “CCH II 2016 Notes”). Such notes are guaranteed
by Charter. e CCH II 2016 Notes pay interest in cash semi-
annually in arrears at the rate of 13.5% per annum and are unsecured
and will mature on November 30, 2016. e CCH II 2016 Notes
are structurally subordinated to all obligations of the subsidiaries of
CCH II, including the CCO Holdings notes and credit facility and
the Charter operating notes and credit facilities.
CCO Holdings Notes
On April 28, 2010, CCO Holdings and CCO Holdings Capital Corp.
jointly issued $900 million aggregate principal amount of 7.875%
Senior Notes due 2018 (the “CCO Holdings 2018 Notes”) and $700
million aggregate principal amount of 8.125% Senior Notes due 2020
(the “CCO Holdings 2020 Notes”). On September 27, 2010, CCO
Holdings and CCO Holdings Capital Corp. issued $1.0 billion aggregate
principal amount of 7.25% Senior Notes due 2017 (the “CCO
Holdings 2017 Notes”). Such notes are guaranteed by Charter.
e CCO Holdings 2017 Notes, CCO Holdings 2018 Notes and
CCO Holdings 2020 Notes are senior debt obligations of CCO
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Holdings and CCO Holdings Capital Corp. ey rank equally with
all other current and future unsecured, unsubordinated obligations
of CCO Holdings and CCO Holdings Capital Corp. e CCO
Holdings 2017 Notes, CCO Holdings 2018 Notes and CCO
Holdings 2020 Notes are structurally subordinated to all obligations
of subsidiaries of CCO Holdings, including the Charter Operating
notes and Charter Operating credit facilities.
On January 11, 2011, CCO Holdings, LLC and CCO Holdings
Capital Corp. completed the sale of $1.1 billion aggregate principal
amount of 7.00% senior notes due 2019. On January 24, 2011,
CCO Holdings and CCO Holdings Capital Corp. completed the
sale of $300 million aggregate principal amount of 7.00% senior
notes due 2019. Upon completion of this offering, the aggregate
principal amount of outstanding notes under this series is $1.4
billion (the “CCO Holdings 2019 Notes”). e payment obligations
under the notes are fully and unconditionally guaranteed on a senior
unsecured basis by Charter. e net proceeds of the issuances of the
CCO Holdings 2019 Notes were contributed by CCO Holdings to
Charter Operating as a capital contribution and were used to repay
indebtedness under the Charter Operating credit facilities.
e CCO Holdings 2019 Notes are senior debt obligations of CCO
Holdings and CCO Holdings Capital Corp. ey rank equally with
all other current and future unsecured, unsubordinated obligations
of CCO Holdings and CCO Holdings Capital Corp. e CCO
Holdings 2019 Notes are structurally subordinated to all obligations
of subsidiaries of CCO Holdings, including the Charter Operating
notes and Charter Operating credit facilities.
Charter Operating Notes
As of December 31, 2010, Charter Operating had $1.1 billion principal
amount of 8.0% senior second-lien notes due 2012 and $546 million
principal amount of 10.875% senior second-lien notes due 2014.
Subject to specified limitations, CCO Holdings and those
subsidiaries of Charter Operating that are guarantors of, or otherwise
obligors with respect to, indebtedness under the Charter Operating
credit facilities and related obligations are required to guarantee the
Charter Operating notes. e note guarantee of each such guarantor is:
a senior obligation of such guarantor;
structurally senior to the outstanding CCO Holdings notes and
the outstanding CCH II notes;
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