Charter 2015 Annual Report Download - page 81

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66
Upon release of the proceeds from escrow, the CCO Safari II notes will be senior debt obligations of Charter Operating and Charter
Communications Operating Capital Corp. and will be guaranteed by CCO Holdings and Charter Operating's subsidiaries. In
addition, the CCO Safari II notes will be secured by a perfected first priority security interest in substantially all of the assets of
Charter Operating to the extent such liens can be perfected under the Uniform Commercial Code by the filing of a financing
statement and the liens will rank equally with the liens on the collateral securing obligations under the Charter Operating credit
facilities. Upon release of the proceeds from escrow, Charter Operating may redeem some or all of the CCO Safari II notes at any
time at a premium.
CCO Safari II Notes - Restrictive Covenants
The CCO Safari II notes are subject to the terms and conditions of the indenture governing the CCO Safari II notes as well as a
separate escrow agreement until Charter Operating re-assumes its obligations for the CCO Safari II notes. The CCO Safari II
notes contain customary representations and warranties and affirmative covenants with limited negative covenants. As required
by the CCO Safari II indenture, CCO Safari II and Bank of America, N.A, as escrow agent, entered into an escrow agreement
pursuant to which, CCO Safari II is required to maintain an escrow account over which the administrative agent has a perfected
first priority security interest on behalf of the CCO Safari II notes holders. The events of default under the CCO Safari II indenture
include, among others, the failure to make payments when due or within the applicable grace period.
CCOH Safari Notes
In November 2015, CCOH Safari, a wholly owned subsidiary of Charter, closed on transactions in which it issued $2.5 billion
aggregate principal amount of 5.750% senior unsecured notes due 2026. The net proceeds from the issuance of the CCOH Safari
notes were deposited into an escrow account and will be used to partially finance the TWC Transaction as well as for general
corporate purposes. The release of the proceeds to us is subject to satisfaction of certain conditions, including the closing of the
TWC Transaction. Substantially concurrently with the escrow release, the CCOH Safari notes will become obligations of CCO
Holdings and CCO Holdings Capital. CCOH Safari will merge into CCO Holdings. Should the Merger Agreement be terminated
prior to the consummation of the TWC Transaction, or upon expiration of the escrow agreement on May 23, 2016 (or six months
following such date in the event of an extension of the Merger Agreement), such amounts placed in escrow must be used to settle
amounts outstanding under the CCOH Safari notes at par value. See "Part I. Item I. Business" for a discussion of the TWC
Transaction and Bright House Transaction.
Initially, the CCOH Safari notes are senior debt obligations of CCOH Safari. Upon release of the proceeds from escrow, the CCOH
Safari notes will be senior debt obligations of CCO Holdings and CCO Holdings Capital Corp. and rank equally with all other
current and future unsecured, unsubordinated obligations of CCO Holdings and CCO Holdings Capital Corp. The CCOH Safari
notes are structurally subordinated to all obligations of subsidiaries of CCO Holdings, including the Charter Operating credit
facilities.
CCO Holdings Notes
The CCO Holdings notes are senior debt obligations of CCO Holdings and CCO Holdings Capital Corp. Such notes are guaranteed
by Charter. They rank equally with all other current and future unsecured, unsubordinated obligations of CCO Holdings and CCO
Holdings Capital Corp. They are structurally subordinated to all obligations of subsidiaries of CCO Holdings, including the Charter
Operating credit facilities. Upon consummation of the TWC Transaction, the CCO Holdings notes will not be guaranteed by
Charter or New Charter.
Redemption Provisions of Our Notes
The various notes issued by our subsidiaries included in the table may be redeemed in accordance with the following table or are
not redeemable until maturity as indicated:
Note Series Redemption Dates Percentage of Principal
CCOH Safari, LLC:
5.750% senior notes due 2026 February 15, 2021 - February 14, 2022 102.875%
February 15, 2022 - February 14, 2023 101.917%
February 15, 2023 - February 14, 2024 100.958%
Thereafter 100.000%