Bond CCO Group 5.25% ( US1248EPBB84 ) in USD

CCO Group

100 % ▼

United States

US1248EPBB84 ( in USD )

5.25% per year ( payment 2 times a year)

15/03/2021 - Bond has expired

Prospectus brochure of the bond CCO Holdings US1248EPBB84 in USD 5.25%, expired

1 000 USD

500 000 000 USD

1248EPBB8

N/A

CCO Holdings, Inc. is a diversified holding company with primary investments in the real estate and hospitality sectors, primarily focused on the acquisition, development, and operation of properties in the United States.

The Bond issued by CCO Group ( United States ) , in USD, with the ISIN code US1248EPBB84, pays a coupon of 5.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/03/2021

Prospectus
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424B3 1 d672701d424b3.htm PROSPECTUS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-193568
PROSPECTUS
Offer to Exchange
$500,000,000 Principal Amount of 5.250% Senior Notes due 2021 and $500,000,000 Principal Amount
of 5.750% Senior Notes due 2023 of CCO Holdings, LLC and CCO Holdings Capital Corp. which have
been registered under the Securities Act of 1933 for any and all outstanding 5.250% Senior Notes due
2021 and 5.750% Senior Notes due 2023 issued by CCO Holdings, LLC and CCO Holdings Capital
Corp. on March 14, 2013

·
This exchange offer expires at 5:00 p.m., New York City time, on March 10, 2014, unless extended.

·
No public market currently exists for the original notes or the new notes. We do not intend to list the new notes on any
securities exchange or to seek approval for quotation through any automated quotation system.

CCO Holdings, LLC and CCO Holdings Capital Corp. hereby offer to exchange any and all of the $500,000,000 aggregate principal
amount of their 5.250% Senior Notes due 2021 (the "new 2021 notes") and any or all of the $500,000,000 aggregate principal amount
of their 5.750% Senior Notes due 2023 (the "new 2023 notes" and, collectively with the new 2021 notes, the "new notes"), which
have been registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement of which this prospectus is
part, for a like principal amount of their 5.250% Senior Notes due 2021 (the "original 2021 notes") and for a like principal amount of
their 5.750% Senior Notes due 2023 (the "original 2023 notes" and, collectively with the original 2021 notes, the "original notes"),
respectively, outstanding on the date hereof upon the terms and subject to the conditions set forth in this prospectus and in the
accompanying letter of transmittal (which together constitute the exchange offer). This exchange offer is only being made for those
original notes that were issued pursuant to Section 4(2) of the Securities Act of 1933, as amended and which are indentified by
CUSIP Nos. 1248EPBA0, 1248EPBC6, U12501AH2 and U12501AJ8. The terms of the new notes are identical in all material
respects to those of the original notes, except for certain transfer restrictions and registration rights relating to the original notes. The
new 2021 notes will be issued pursuant to, and entitled to the benefits of our sixth supplemental indenture, dated as of March 14,
2013, among CCO Holdings, LLC, CCO Holdings Capital Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee.
The new 2023 notes will be issued pursuant to, and entitled to the benefits of our seventh supplemental indenture, dated as of
March 14, 2013, among CCO Holdings, LLC, CCO Holdings Capital Corp. and The Bank of New York Mellon Trust Company, N.A.,
as trustee. Charter Communications, Inc. has unconditionally guaranteed the new notes on a senior unsecured basis.

You should carefully consider the risk factors beginning on page 12 of this prospectus before
deciding whether or not to participate in the exchange offer.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal
offense.
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TABLE OF CONTENTS

Page
SUMMARY
1
RATIO OF EARNINGS TO FIXED CHARGES
11
RISK FACTORS
12
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
27
THE EXCHANGE OFFER
28
DESCRIPTION OF NOTES
35
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
74
PLAN OF DISTRIBUTION
75
LEGAL MATTERS
76
EXPERTS
77
WHERE YOU CAN FIND MORE INFORMATION
78

INCORPORATION BY REFERENCE; ADDITIONAL INFORMATION
Charter Communications, Inc., our indirect parent company, files annual, quarterly, special reports and other information with the
Securities and Exchange Commission ("SEC"). We are incorporating by reference certain information of Charter filed with the SEC,
which means that we disclose important information to you by referring you to those documents. The information incorporated by
reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and
supersede this information. Specifically, we incorporate by reference the documents listed below and any future filings made with the
SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (excluding any information
furnished but not filed) prior to the termination of this offering (collectively, the "SEC Reports"):

· Charter Communications, Inc. Annual Report on Form 10-K for the year ended December 31, 2012;

· Charter Communications, Inc. Quarterly Reports on Form 10-Q for the quarters ended March 31, 2013, June 30, 2013 and

September 30, 2013;

· Portions of the Charter Communications, Inc. Definitive Proxy Statement filed with the SEC on March 21, 2013 that are

incorporated by reference into the Annual Report; and

· Charter Communications, Inc. Current Reports on Form 8-K filed with the SEC on February 12, 2013, March 1,
2013, March 12, 2013, March 15, 2013, March 19, 2013, April 19, 2013, April 25, 2013, May 2, 2013, May 3,

2013, May 10, 2013, July 2, 2013, September 6, 2013, November 12, 2013, January 14, 2014, January 21, 2014 and
January 22, 2014 (in each case excluding any information furnished but not filed).
The information in the above filings speaks only as of the respective dates thereof, or, where applicable, the dates identified therein.
You may read and copy any document we file with the SEC at the SEC's public reference room at 450 Fifth Street, N.W., in
Washington, D.C., as well as the SEC's regional offices. Please call the SEC at 1-800-SEC-0330 for further information relating to
the public reference room. These SEC filings are also available to the public at the SEC's website at www.sec.gov. In addition, our
filings with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and
amendments to those reports, are available free of charge on our website (www.charter.com) as soon as reasonably practicable after
they are filed with, or furnished to, the SEC. Our website and the information contained on that site, or connected to that site, are not
incorporated into and are not a part of this prospectus. You may also obtain a copy of these filings at no cost by writing or telephoning
us at the following address:
Charter Communications, Inc.
400 Atlantic Street, 10th Floor
Stamford, CT 06901
Attention: Investor Relations
Telephone: (203) 905-7801

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In order to ensure timely delivery, Holders must request the information from us no later than ten business days before the
Expiration Date.
In reliance on Rule 12h-5 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), neither of the issuers intends
to file annual reports, quarterly reports, current reports or transition reports with the SEC. For so long as the issuers rely on
Rule 12h-5, certain financial information pertaining to the issuers will be included in the financial statements of Charter
Communications, Inc. filed with the SEC pursuant to the Exchange Act.
CHARTER HAS NOT AUTHORIZED ANYONE TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ABOUT
THE OFFERING THAT IS DIFFERENT FROM, OR IN ADDITION TO, THAT CONTAINED IN THIS PROSPECTUS OR IN ANY
OF THE MATERIALS THAT ARE INCORPORATED INTO THIS PROSPECTUS. THEREFORE, IF ANYONE DOES GIVE YOU
INFORMATION OF THIS SORT, YOU SHOULD NOT RELY ON IT. IF YOU ARE IN A JURISDICTION WHERE OFFERS TO
EXCHANGE OR SELL, OR SOLICITATIONS OF OFFERS TO EXCHANGE OR PURCHASE, THE SECURITIES OFFERED BY
THIS PROSPECTUS ARE UNLAWFUL, OR IF YOU ARE A PERSON TO WHOM IT IS UNLAWFUL TO DIRECT THESE
TYPES OF ACTIVITIES, THEN THE OFFER PRESENTED IN THIS PROSPECTUS DOES NOT EXTEND TO YOU.
YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE AS OF ANY
DATE OTHER THAN THE DATE OF THIS PROSPECTUS AND THE MAILING OF THIS PROSPECTUS SHALL NOT CREATE
AN IMPLICATION TO THE CONTRARY.

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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus includes forward-looking statements, regarding, among other things, our plans, strategies and prospects, both
business and financial. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-
looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations.
Forward-looking statements are inherently subject to risks, uncertainties and assumptions, including, without limitation, the factors
described in the section titled "Risk Factors" in this prospectus and in our Annual Report on Form 10-K for the year ended
December 31, 2012 (the "Annual Report") incorporated by reference in this prospectus. Many of the forward-looking statements
contained in this prospectus may be identified by the use of forward-looking words such as "believe," "expect," "anticipate,"
"should," "planned," "will," "may," "intend," "estimated," "aim," "on track," "target," "opportunity," "tentative", "positioning,"
"designed," "create" and "potential," among others. Important factors that could cause actual results to differ materially from the
forward-looking statements we make in this prospectus are set forth in this prospectus, in our Annual Report and in other reports or
documents that we file from time to time with the Securities and Exchange, and include, but are not limited to:

· the ultimate outcome of any possible transaction between Charter and Time Warner Cable Inc. ("TWC") including the

possibility that Charter will not pursue a transaction with TWC;

· if a transaction between Charter and TWC were to occur, the ultimate outcome of Charter's pricing and packaging and

operating strategy applied to TWC and the ultimate ability to realize synergies at the levels currently expected;

· our ability to sustain and grow revenues and cash flow from operations by offering video, Internet, telephone, advertising
and other services to residential and commercial customers, to adequately meet the customer experience demands in our

markets and to maintain and grow our customer base, particularly in the face of increasingly aggressive competition, the
need for innovation and the related capital expenditures and the difficult economic conditions in the United States;

· the impact of competition from other market participants, including but not limited to incumbent telephone companies,

direct broadcast satellite operators, wireless broadband and telephone providers, digital subscriber line ("DSL")
providers, and video provided over the Internet;

· general business conditions, economic uncertainty or downturn, high unemployment levels and the level of activity in the

housing sector;

· our ability to obtain programming at reasonable prices or to raise prices to offset, in whole or in part, the effects of higher

programming costs (including retransmission consents);

· the development and deployment of new products and technologies;

· the effects of governmental regulation on our business or potential business combination transaction;

· the availability and access, in general, of funds to meet our debt obligations prior to or when they become due and to fund

our operations and necessary capital expenditures, either through (i) cash on hand, (ii) free cash flow, or (iii) access to the
capital or credit markets; and

· our ability to comply with all covenants in our indentures and credit facilities any violation of which, if not cured in a

timely manner, could trigger a default of our other obligations under cross-default provisions.
All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by this
cautionary statement. We are under no duty or obligation to update any of the forward-looking statements after the date of this
prospectus.

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SUMMARY
This summary contains a general discussion of our business, the exchange offer and summary financial information. It does
not contain all the information that you should consider before making a decision whether to tender your original notes in
exchange for new notes. For a more complete understanding of the exchange offer, you should read this entire prospectus and
the related documents to which we refer.
CCO Holdings, LLC ("CCO Holdings") is a direct subsidiary of CCH II, LLC ("CCH II"), which is an indirect subsidiary of
Charter Communications, Inc. ("Charter"). CCO Holdings is a holding company with no operations of its own. CCO
Holdings Capital Corp. ("CCO Holdings Capital") is a wholly owned subsidiary of CCO Holdings. CCO Holdings Capital is
a company with no operations of its own and no subsidiaries. CCO Holdings and its direct and indirect subsidiaries, as well
as CCO Holdings Capital, are managed by Charter. For a chart showing our ownership structure, see page 4.
Unless otherwise stated, the discussion in this prospectus of our business and operations includes the business of Charter and
its direct and indirect subsidiaries. Unless otherwise stated, all business data included in this summary is as of September 30,
2013.
CCO Holdings and CCO Holdings Capital are sometimes referred to in this prospectus collectively as the "Issuers" and
individually as an "Issuer". The terms "we," "us" and "our" refer to Charter and its direct and indirect subsidiaries on a
consolidated basis.
Our Business
We are among the largest providers of cable services in the United States, offering a variety of entertainment, information
and communications solutions to residential and commercial customers. Our infrastructure consists of a hybrid of fiber and
coaxial cable plant with approximately 12.8 million estimated passings, with 97% at 550 megahertz ("MHz") or greater and 97%
of plant miles two-way active. A national Internet Protocol ("IP") infrastructure interconnects Charter markets.
As of September 30, 2013, we served approximately 5.9 million residential and commercial customers. We sell our video,
Internet and telephone services primarily on a subscription basis, often in a bundle of two or more services, providing savings
and convenience to our customers. Bundled services are available to approximately 98% of our passings, and approximately 62%
of our customers subscribe to a bundle of services.
We served approximately 4.2 million residential video customers as of September 30, 2013, and approximately 91% of our
video customers subscribed to digital video service. Digital video enables our customers to access advanced video services such
as high definition ("HD") television, Charter OnDemandTM ("OnDemand") video programming, an interactive program guide and
digital video recorder ("DVR") service.
We also served approximately 4.3 million residential Internet customers as of September 30, 2013. Our Internet service is
available in a variety of download speeds up to 100 megabits per second ("Mbps") and upload speeds of up to 5 Mbps.
We provided telephone service to approximately 2.2 million residential customers as of September 30, 2013. Our telephone
services typically include unlimited local and long distance calling to the U.S., Canada and Puerto Rico, plus other features,
including voicemail, call waiting and caller ID.
Through Charter Business®, we provide scalable, tailored broadband communications solutions to business and carrier
organizations, such as Internet access, data networking, fiber connectivity to cellular towers and office buildings, video
entertainment services and business telephone services. As of September 30, 2013, we

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served approximately 549,000 commercial primary service units, primarily small-and medium-sized commercial customers. Our
advertising sales division, Charter Media®, provides local, regional and national businesses with the opportunity to advertise in
individual markets on cable television networks.
For the nine months ended September 30, 2013, we generated approximately $6.0 billion in revenue, of which
approximately 84% was generated from our residential video, Internet and telephone services. For the year ended December 31,
2012, we generated approximately $7.5 billion in revenue, of which approximately 84% was generated from our residential
video, Internet and telephone services. We also generated revenue from providing Internet, telephone and video services to
commercial businesses and from the sale of advertising. Sales from residential Internet and commercial services have contributed
to the majority of our recent revenue growth.
We have a history of net losses. Our net losses are principally attributable to insufficient revenue to cover the combination of
operating expenses, interest expenses that we incur on our debt, depreciation expenses resulting from the capital investments we
have made, and continue to make, in our cable properties, amortization expenses related to our customer relationship intangibles
and non-cash taxes resulting from increases in our deferred tax liabilities.
Charter was organized as a Delaware corporation in 1999. On March 27, 2009, we and certain affiliates filed voluntary
petitions in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court"), to reorganize
under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code"). The Chapter 11 cases were jointly administered
under the caption In re Charter Communications, Inc., et al., Case No. 09-11435. On May 7, 2009, we filed a Joint Plan of
Reorganization (the "Plan") and a related disclosure statement with the Bankruptcy Court. The Plan was confirmed by the
Bankruptcy Court on November 17, 2009, and became effective on November 30, 2009, the date on which we emerged from
protection under Chapter 11 of the Bankruptcy Code.
The terms "Charter," "we," "our" and "us," when used in this report with respect to the period prior to Charter's emergence from
bankruptcy, are references to the Debtors ("Predecessor") and, when used with respect to the period commencing after Charter's
emergence, are references to Charter ("Successor"). These references include the subsidiaries of Predecessor or Successor, as
the case may be, unless otherwise indicated or the context requires otherwise.
Recent Developments
Time Warner Cable
On January 13, 2014, the Company issued a press release announcing that it has sent a letter to Time Warner Cable Inc.
proposing that the companies immediately engage in discussions to conclude a merger agreement to combine the companies.
Certain Legal Matters
In 2010, the Montana Department of Revenue ("DOR") assessed all the Montana property of Bresnan Communications, LLC
("Bresnan"), an indirect subsidiary of the issuers, at the higher telephone company rate rather than assessing its cable and phone
property separately as it had done in the past. The Montana DOR also retroactively assessed Bresnan's property at the higher rate
for 2007 through 2009, which could be up to approximately $16 million. Bresnan prevailed before the trial court but the Montana
DOR appealed to the Montana Supreme Court. On December 2, 2013, the Montana Supreme Court reversed the trial court's
ruling, holding that Bresnan's property should be assessed at the telephone company rate. The Montana Supreme Court remanded
the case back to the trial court for further proceedings which have not yet occurred. Despite the Montana Supreme Court's ruling,
Bresnan intends to vigorously challenge the Montana DOR's property tax assessments in those further proceedings. With respect
to the Montana Supreme Court ruling, Bresnan's primary remaining course of action is an appeal to the U.S. Supreme Court within
90 days of the final decision. A decision has not been made as to whether this appeal will be pursued.

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On January 15, 2014, the California Department of Justice, in conjunction with the Alameda County, California District
Attorney's Office, initiated an investigation into whether Charter's waste disposal policies, practices, and procedures violate the
provisions of the California Health and Safety Code, the California Hazardous Waste Control Law, and any of their related
regulations. Charter intends to cooperate with the investigation. Although this investigation has only just commenced, at this time
Charter does not expect that its outcome will have a material effect on our operations, financial condition, or cash flows.
Corporate Matters
Effective December 31, 2013, Charter contributed all of its 30% preferred equity in CC VIII, LLC ("CC VIII") through
intermediary subsidiaries to CCH I, LLC, resulting in CCH I, LLC holding 100% of the preferred equity in CC VIII, LLC. See
"--Legal Entity Structure" for more information. See "--Legal Entity Structure" for further information.
Our Corporate Information
Our principal executive offices are located at 400 Atlantic Street, 10th Floor, Stamford, Connecticut 06901. Our telephone
number is (203) 905-7801, and we have a website accessible at www.charter.com. Our Annual Reports, Quarterly Reports and
Current Reports on Form 8-K, and all amendments thereto, are available on our website free of charge as soon as reasonably
practicable after they have been filed. The information posted on our website is not incorporated into this prospectus and is not
part of this prospectus.

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Legal Entity Structure
The chart below sets forth our entity structure and that of our direct and indirect parent companies and subsidiaries. This chart
does not include all of our affiliates and subsidiaries and, in some cases, we have combined separate entities for presentation
purposes. The equity ownership percentages shown below are approximations and do not give effect to any exercise of then
outstanding warrants. Indebtedness amounts shown below are principal amounts as of September 30, 2013.

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(1) Ownership percentages of Charter Holdco are based on current valuation estimates of Charter's contribution of its CC VIII,
LLC preferred equity through intermediary subsidiaries to CCH I and, as such, percentages are subject to change. See
"--Recent Developments" for further information.

(2) CCO Holdings:
7.250%senior notes due 2017 ($1.0 billion principal amount outstanding)
7.000%senior notes due 2019 ($1.4 billion principal amount outstanding)
8.125%senior notes due 2020 ($700 million principal amount outstanding)
7.375%senior notes due 2020 ($750 million principal amount outstanding)
5.250%senior notes due 2021 ($500 million principal amount outstanding)
6.500%senior notes due 2021 ($1.5 billion principal amount outstanding)
6.625%senior notes due 2022 ($750 million principal amount outstanding)
5.250%senior notes due 2022 ($1.25 billion principal amount outstanding)
5.125%senior notes due 2023 ($1.0 billion principal amount outstanding)
5.750%senior notes due 2023 ($500 million principal amount outstanding)
5.750%senior notes due 2024 ($1.0 billion principal amount outstanding)
CCOHoldings credit facility ($350 million principal amount outstanding)
Guarantee: The senior notes and the credit facility are guaranteed on a senior unsecured basis by Charter.
Security Interest: The obligations of CCO Holdings under the credit facility are secured by a lien on CCO Holdings' equity
interest in Charter Operating and all proceeds of such equity interest, junior to the liens securing CCO Holding's guarantee of the
Charter Operating credit facility listed under item (2) below.

(3) Charter Operating:
Charter Operating credit facility (approximately $3.7 billion principal amount outstanding)
Guarantee: The Charter Operating credit facility is guaranteed by CCO Holdings and certain subsidiaries of Charter Operating.
Security Interest: The Charter Operating credit facilities are secured by a first-priority lien on substantially all of the assets of
Charter Operating and its subsidiaries and a pledge by CCO Holdings of its equity interests in Charter Operating.

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