UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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| Item 1.01. | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
Amendment No. 5 to the Amended and Restated Credit Agreement
On December 7, 2023 (the “Closing Date”), Charter Communications Operating, LLC (“CCO”) and CCO Holdings, LLC (“Holdings”) entered into that certain Amendment No. 5 (“Amendment No. 5”) with the Lenders (as defined therein) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) to the Amended and Restated Credit Agreement, dated as of March 18, 1999, as amended and restated on April 26, 2019, as amended by Amendment No. 1 on October 24, 2019, as amended by Amendment No. 2 on May 26, 2022, as amended by Amendment No. 3 on February 10, 2023, and as amended by Amendment No. 4 on March 23, 2023, by and among CCO, Holdings, the Lenders party thereto and the Administrative Agent (such credit agreement as in effect immediately prior to Amendment No. 5, the “Existing Credit Agreement” and as amended by Amendment No. 5, the “Amended Credit Agreement”).
The changes to the Existing Credit Agreement include, among other things: (i) the incurrence of Incremental Term Loans (as defined in the Amended Credit Agreement) in the form of a new tranche of Term B-4 Loans (as defined in the Amended Credit Agreement), (ii) the conversion of a portion of Term B-1 Loans (as defined in the Amended Credit Agreement) to Term B-4 Loans, (iii) an increase in the L/C Commitment (as defined in the Amended Credit Agreement) from $1.0 billion to $1.375 billion and (iv) certain other amendments to the Existing Credit Agreement.
A portion of the proceeds from Amendment No. 5 were used to repay a portion of the Term B-1 Loans (and to pay related fees and expenses). After giving effect to Amendment No. 5: (i) the aggregate principal amount of Term B-1 Loans (maturing on April 30, 2025) outstanding is $317 million with SOFR (as defined in the Existing Credit Agreement) based pricing unchanged, (ii) the aggregate principal amount of the Term B-4 Loans (maturing on December 7, 2030) is $2 billion with a pricing of SOFR plus 2.00%.
A copy of Amendment No. 5 is filed herewith as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of Amendment No. 5 does not purport to be complete and is qualified in its entirety by reference to the full text of this document.
| Item 2.03. | CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. |
The information under the heading “Amendment No. 5 to the Amended and Restated Credit Agreement” in Item 1.01 above is incorporated herein by reference.
| Item 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 10.1 | Amendment No. 5 to the Amended and Restated Credit Agreement. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each of Charter Communications, Inc., CCO Holdings, LLC and CCO Holdings Capital Corp. has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
| CHARTER COMMUNICATIONS, INC., | ||
| Registrant | ||
| Date: December 13, 2023 | By: | /s/ Kevin D. Howard |
| Name: | Kevin D. Howard | |
| Title: | Executive Vice President, Chief Accounting Officer and Controller | |
| CCO HOLDINGS, LLC, | ||
| Registrant | ||
| Date: December 13, 2023 | By: | /s/ Kevin D. Howard |
| Name: | Kevin D. Howard | |
| Title: | Executive Vice President, Chief Accounting Officer and Controller | |
| CCO HOLDINGS CAPITAL CORP., | ||
| Registrant | ||
| Date: December 13, 2023 | By: | /s/ Kevin D. Howard |
| Name: | Kevin D. Howard | |
| Title: | Executive Vice President, Chief Accounting Officer and Controller | |
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