Charter 2013 Annual Report Download - page 101

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013, 2012 AND 2011
(dollars in millions, except share or per share data or where indicated)
F- 19
either LIBOR (0.17% as of December 31, 2013) or a base rate plus, in either case, an applicable margin. The applicable margin
for LIBOR term loans is 2.50% above LIBOR. If an event of default were to occur, CCO Holdings would not be able to elect
LIBOR and would have to pay interest at the base rate plus the applicable margin. The CCO Holdings credit facility is secured
by the equity interests of Charter Operating, and all proceeds thereof.
In April 2012, CCO Holdings entered into an amendment to its existing credit agreement dated March 6, 2007 which included,
among other things, amendments to the Change of Control definition and certain other provisions and definitions related thereto.
The Change of Control definition was amended to conform to the provision contained in Charter Operating's credit agreement as
described below. Previously, the percentage of voting power necessary for a Change of Control had been 35%, and the definition
of Change of Control did not include a Ratings Event.
Charter Operating Credit Facilities
In December 2011, the Company entered into a senior secured term loan A facility pursuant to the terms of the Charter Operating
credit agreement providing for $750 million of term loans with a final maturity date of May 15, 2017 and no LIBOR floor. The
term loan A facility had a delayed draw component: $250 million was funded on closing of the term loan A and the remaining
$500 million was funded in March 2012. The proceeds were used along with proceeds of the CCO Holdings 2020 Notes to finance
the repurchase of certain Charter Operating's 8.000% and 10.875% senior second-lien notes and certain of CCH II's 13.500%
senior notes discussed above.
In April 2012, Charter Operating entered into a senior secured term loan D facility pursuant to the terms of the Charter Operating
credit agreement providing for $750 million of term loans with a final maturity date of May 15, 2019. Pricing on the new term
loan D was set at LIBOR plus 3% with a LIBOR floor of 1%, and issued at a price of 99.5% of the aggregate principal amount.
The proceeds were used to refinance Charter Operating's existing term loan B-1 and term loan B-2, both due 2014, with the
remaining amount used to pay down a portion of its existing term loan C due 2016. Charter Operating concurrently amended and
restated its existing $1.3 billion revolving credit facility with a new $1.15 billion revolving credit facility due 2017 at the interest
rate of LIBOR plus 2.25% and amended and restated its existing credit agreement dated March 31, 2010. The Company recorded
a loss on extinguishment of debt of approximately $59 million during the year ended December 31, 2012 related to these transactions.
In March 2013, Charter Operating entered into an amendment to its credit agreement. The amendment, among other things,
eliminated the $7.5 billion cap on the incurrence of first lien debt; and eliminated the requirement for providing Charter Operating
financial statements and instead allowing for Charter financial statements with consolidating information.
In April 2013, Charter Operating entered into an amendment to its credit agreement extending the maturity of its term loan A and
revolver one year to 2018, decreasing the applicable LIBOR margin for the term loan A and revolver to 2%, decreasing the undrawn
commitment fee on the revolver to 0.30% and increasing the revolver capacity to $1.3 billion. The Company recorded a loss on
extinguishment of debt of approximately $2 million for the year ended December 31, 2013 related to these transactions.
In May 2013, Charter Operating entered into a new term loan F facility pursuant to the terms of the Charter Operating credit
agreement providing for a $1.2 billion term loan maturing in 2021. Pricing on the new term loan F was set at LIBOR plus 2.25%
with a LIBOR floor of 0.75%, and issued at a price of 99.75% of the aggregate principal amount. The Company used the proceeds
to repay Charter Operating's existing term loan C due 2016 and term loan D due 2019. The Company recorded a loss on
extinguishment of debt of approximately $14 million for the year ended December 31, 2013 related to these transactions.
In June 2013, Charter Operating entered into an amendment to its credit agreement. The amendment, among other things: (i)
modified the restricted payments covenant to permit expanded flexibility for acquisitions; (ii) modified the events of default under
the credit agreement to permit change of control offers with respect to assumed indebtedness subject to certain restrictions; (iii)
modified the transactions with affiliates covenant; (iv) permits the granting of equal and ratable security on certain assumed
indebtedness subject to pro forma compliance with certain financial tests; (v) permits incremental term loans to amortize equivalent
to the existing term loan A-1; and (vi) allows for an increase in revolving commitments based on Charter Operating's annualized
operating cash flow.
In July 2013, Charter Operating activated the previously committed term loan E facility pursuant to the terms of the Charter
Operating credit agreement providing for a $1.5 billion term loan maturing in seven years. Pricing on the new term loan E was set