Charter 2011 Annual Report Download - page 101

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2011, 2010 AND 2009
(dollars in millions, except share or per share data or where indicated)
F- 17
approximately $500 million of the unused portion of Term Loan A which was available in a single drawing through March 15,
2012, and as such, debt maturing in the next twelve months is classified as long-term. The unused portion of Term Loan A was
drawn in February 2012.
CCH II Notes
The CCH II, LLC ("CCH II") notes are senior debt obligations of CCH II and CCH II Capital Corp. They rank equally with all
other current and future unsecured, unsubordinated obligations of CCH II and CCH II Capital Corp. The CCH II notes are
structurally subordinated to all obligations of the subsidiaries of CCH II, including the CCO Holdings, LLC ("CCO Holdings")
notes and credit facility and the Charter Communications Operating, LLC ("Charter Operating") notes and credit facilities. Such
notes are guaranteed by Charter.
At any time prior to the third anniversary of their issuance, CCH II will be permitted to redeem up to 35% of the CCH II notes
with the proceeds of an equity offering, for cash equal to 113.5% of the then-outstanding principal amount of the CCH II notes
being redeemed, plus accrued and unpaid interest. At or any time prior to the third anniversary of their issuance, CCH II will be
permitted to redeem the CCH II notes, in whole or in part, at 100% of the principal amount outstanding thereof plus accrued and
unpaid interest, if any, to the redemption date, plus the Applicable Premium. The Applicable Premium is an amount equal to the
excess of (a) the present value of the remaining interest and principal payments due on a CCH II note to its final maturity date,
computed using a discount rate equal to the Treasury Rate on such date plus 0.50%, over (y) the outstanding principal amount of
such note. On or after the third anniversary of their issuance, the CCH II notes may be redeemed by CCH II for cash equal to
106.75% of the principal amount of the CCH II notes being redeemed for redemptions made during the fourth year following their
issuance, 103.375% for redemptions made during the fifth year following their issuance, 101.6875% for redemptions made during
the sixth year following their issuance, and 100.000% for redemptions made thereafter, in each case, together with accrued and
unpaid interest.
In the event of specified change of control events, CCH II must offer to purchase the outstanding CCH II notes from the holders
at a purchase price equal to 101% of the total principal amount of the notes, plus any accrued and unpaid interest.
CCO Holdings Notes
In April 2010, CCO Holdings and CCO Holdings Capital Corp. closed on transactions in which they issued $900 million aggregate
principal amount of 7.875% Senior Notes due 2018 and $700 million aggregate principal amount of 8.125% Senior Notes due
2020. The net proceeds were used to finance the tender offers and redemptions in which $800 million principal amount of CCO
Holdings' outstanding 8.75% Senior Notes due 2013 and $770 million principal amount of Charter Operating’s outstanding 8.375%
Senior Second Lien Notes due 2014 were repurchased. The transactions resulted in a loss on extinguishment of debt of
approximately $34 million for the year ended December 31, 2010 (Successor).
In September 2010, CCO Holdings and CCO Holdings Capital Corp. closed on transactions in which they issued $1.0 billion
aggregate principal amount of 7.25% Senior Notes due 2017. The proceeds were used in October to repay amounts outstanding
under the Charter Operating credit facilities. The transaction resulted in a loss on extinguishment of debt of approximately $34
million for the year ended December 31, 2010 (Successor).
In January 2011, CCO Holdings and CCO Holdings Capital Corp. closed on transactions in which they issued $1.4 billion aggregate
principal amount of 7.00% senior notes due 2019. The net proceeds of the issuances were contributed by CCO Holdings to Charter
Operating as a capital contribution and were used to repay indebtedness under the Charter Operating credit facilities. The Company
recorded a loss on extinguishment of debt of approximately $67 million for the year ended December 31, 2011 (Successor) related
to these transactions.
In May 2011, CCO Holdings and CCO Holdings Capital Corp. closed on transactions in which they issued $1.5 billion aggregate
principal amount of 6.50% senior notes due 2021. The net proceeds of the issuances were contributed by CCO Holdings to Charter
Operating as a capital contribution and intercompany loan and were used to repay indebtedness under the Charter Operating credit
facilities. The Company recorded a loss on extinguishment of debt of approximately $53 million for the year ended December 31,
2011 (Successor) related to these transactions.
In December 2011, CCO Holdings and CCO Holdings Capital Corp. closed on transactions in which they issued $750 million
aggregate principal amount of 7.375% senior notes due 2020 ("CCO Holdings 2020 Notes"). The net proceeds of the issuances