Bond Charter Communications Inc. 4.8% ( US161175BT05 ) in USD

Charter Communications Inc.

100 % ▲

United States

US161175BT05 ( in USD )

4.8% per year ( payment 2 times a year)

28/02/2050

Prospectus brochure of the bond Charter Communications Operating US161175BT05 en USD 4.8%, maturity 28/02/2050

1 000 USD

2 800 000 000 USD

161175BT0

BBB- ( Lower medium grade - Investment-grade )

Ba1 ( Non-investment grade speculative )

01/09/2026 ( In 116 days )

Charter Communications operates through its Spectrum brand, providing broadband internet access, video, and voice services to residential and business customers in numerous US states.

The Bond issued by Charter Communications Inc. ( United States ) , in USD, with the ISIN code US161175BT05, pays a coupon of 4.8% per year.
The coupons are paid 2 times per year and the Bond maturity is 28/02/2050

The Bond issued by Charter Communications Inc. ( United States ) , in USD, with the ISIN code US161175BT05, was rated Ba1 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Bond issued by Charter Communications Inc. ( United States ) , in USD, with the ISIN code US161175BT05, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B2 1 a2240184z424b2.htm 424B2
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TABLE OF CONTENTS PROSPECTUS SUPPLEMENT
CALCULATION OF REGISTRATION FEE

Proposed Maximum
Proposed Maximum
Title of Each Class Of Securities
Amount To Be
Offering Price Per
Aggregate Offering
Amount Of
To Be Registered

Registered

Unit

Price

Registration Fee(1)

4.800% Senior Secured Notes due
2050

$1,300,000,000

101.964%

$1,325,532,000

$172,054

Guarantees of 4.800% Senior Secured
Notes due 2050

N/A

N/A

N/A

--

Total

$1,300,000,000

--

$1,325,532,000

$172,054

(1)
The registration fee, calculated in accordance with Rule 457(r), is being transmitted to the SEC on a deferred basis pursuant to Rule 456(b).
Pursuant to Rule 457(n), no registration fee is payable with respect to the guarantees.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Nos:
333-222241-02 to 333-222241-33,
333-222241-41, 333-222241-47,
333-222241-69,
333-222241-80,
333-222241-85 to 333-222241-93,
333-222241-95 to 333-222241-98,
333-222241-100 to 333-222241-106,
333-222241-108,
333-222241-110 to 333-222241-120,
333-222241-125, 333-222241-130,
333-222241-152, 333-222241-153,
333-222241-166, 333-222241-171,
333-222241-174, 333-222241-179,
333-222241-181, 333-222241-183,
333-222241-185, 333-222241-187,
333-222241-189,
333-222241-191 to 333-222241-194
333-222241-196,
333-222241-198 to 333-222241-202,
333-222241-208, 333-222241-210,
333-222241-211,
333-222241-213 to 333-222241-216,
333-222241-219, 333-222241-220,
333-222241-223, 333-222241-225,
333-222241-227 to 333-222241-231,
333-222241-233,
333-222241-235 to 333-222241-240,
333-222241-244 to 333-222241-248
PROSPECTUS SUPPLEMENT
(to Prospectus dated December 22, 2017)
$1,300,000,000
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Charter Communications Operating, LLC
Charter Communications Operating Capital Corp.
4.800% Senior Secured Notes due 2050
Charter Communications Operating, LLC, a Delaware limited liability company ("CCO"), and Charter Communications Operating Capital Corp., a
Delaware corporation ("CCO Capital" and, together with CCO, the "Issuers"), are offering $1,300,000,000 aggregate principal amount of 4.800% Senior
Secured Notes due 2050 (the "Notes"). The Notes will mature on March 1, 2050. The Issuers will pay interest on the Notes on each March 1 and
September 1, commencing March 1, 2020.
On October 24, 2019, the Issuers issued $1,500,000,000 aggregate principal amount of 4.800% Senior Secured Notes due 2050 (the "Existing
Notes"). The Notes offered hereby will be issued as additional notes under the indenture governing the Existing Notes, fully fungible with the Existing
Notes, treated as a single class for all purposes under the indenture governing the Existing Notes, and issued under the same CUSIP numbers as the
Existing Notes. Unless the context requires otherwise, references herein to the "Notes" include the Notes offered hereby and the Existing Notes.
The Issuers may redeem some or all of the Notes at any time prior to September 1, 2049 at a price equal to 100% of the principal amount of the
Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date and a "make-whole" premium, as described in this prospectus
supplement. The Issuers may redeem some or all of the Notes at any time on or after September 1, 2049 at a price equal to 100% of the principal
amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to the redemption date, as described in this prospectus supplement. There
is no sinking fund for the Notes.
The Notes will be the Issuers' senior secured obligations and will rank equally in right of payment with all of the Issuers' existing and future senior
debt. The Notes will be effectively senior to the Issuers' unsecured debt to the extent of the value of the assets securing the Notes and structurally
subordinated to the debt and other liabilities of the Issuers' subsidiaries that do not guarantee the Notes. The Notes will be guaranteed (i) on a senior
secured basis by all of the subsidiaries of CCO and CCO Capital that guarantee the obligations of CCO under the Credit Agreement (as defined herein)
(such subsidiaries, the "Subsidiary Guarantors") and (ii) on a senior unsecured basis by CCO Holdings, LLC, a Delaware limited liability company
("CCO Holdings"). The Notes and the guarantees will be secured by a pari passu, first priority security interest, subject to permitted liens, in the Issuers'
and the Subsidiary Guarantors' assets that secure obligations under the Credit Agreement, the Existing TWC Notes and the Existing Secured Notes
(each as defined below under "Certain Definitions").
This prospectus supplement includes additional information about the terms of the Notes, including optional redemption prices and covenants.
See "Risk Factors," which begins on page S-12 of this prospectus supplement and page 4 of the accompanying
prospectus, for a discussion of certain of the risks you should consider before investing in the Notes.

Per Note

Total

Public offering price

101.964%(1)
$1,325,532,000(1)

Underwriting discount

0.634%(2)

$8,403,873

Estimated proceeds to us, before expenses

101.318%(1)
$1,317,128,127(1)

(1)
Plus accrued interest from October 24, 2019, if settlement occurs after that date.
(2)
Expressed as a percentage of public offering price.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
The Issuers expect that delivery of the Notes will be made in New York, New York on or about December 16, 2019.
Joint Book-Running Managers
Deutsche Bank Securities

Mizuho Securities

Morgan Stanley
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Citigroup

BofA Securities

Credit Suisse
Goldman Sachs & Co. LLC
J.P. Morgan

MUFG
RBC Capital Markets

TD Securities

Wells Fargo Securities
Co-Managers
Barclays

BNP PARIBAS

Scotiabank

SMBC Nikko

SunTrust Robinson Humphrey

Credit Agricole CIB

US Bancorp

Academy Securities

LionTree

R. Seelaus & Co., LLC

Ramirez & Co., Inc.

Siebert Williams Shank
The date of this prospectus supplement is December 2, 2019.
Table of Contents
You should rely only on the information contained in this prospectus supplement. Neither we nor the underwriters have authorized anyone
to provide you with any information or represent anything about the Issuers, their financial results or this offering that is not contained in this
prospectus supplement and the accompanying prospectus. If given or made, any such other information or representation should not be relied
upon as having been authorized by us or the underwriters. We are not, and the underwriters are not, making an offer to sell these securities in
any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus supplement
is accurate as of any date other than the date on the front cover of this prospectus supplement.
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
ABOUT THIS PROSPECTUS SUPPLEMENT

S-i
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

S-ii
INDUSTRY AND MARKET DATA
S-iv
INCORPORATION BY REFERENCE; ADDITIONAL INFORMATION

S-v
CERTAIN DEFINITIONS
S-vii
SUMMARY

S-1
RISK FACTORS
S-12
USE OF PROCEEDS
S-22
CAPITALIZATION
S-23
SELECTED CONSOLIDATED FINANCIAL DATA
S-26
DESCRIPTION OF CERTAIN INDEBTEDNESS
S-27
DESCRIPTION OF NOTES
S-32
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
S-62
UNDERWRITING
S-68
LEGAL MATTERS
S-73
EXPERTS
S-74
WHERE YOU CAN FIND MORE INFORMATION
S-75
PROSPECTUS
ABOUT THIS PROSPECTUS

ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
iii
WHERE YOU CAN FIND ADDITIONAL INFORMATION

v
INCORPORATION BY REFERENCE OF CERTAIN DOCUMENTS
vi
PROSPECTUS SUMMARY

1
RATIO OF EARNINGS TO FIXED CHARGES

3
RISK FACTORS

4
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USE OF PROCEEDS

4
PLAN OF DISTRIBUTION

4
EXPERTS

5
LEGAL MATTERS

6
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is the prospectus supplement, which describes the specific terms of the Notes and certain other matters
relating to us and our financial condition. The second part, the accompanying prospectus, gives more general information about securities we, Charter
Communications, Inc. ("Charter"), our indirect parent company, or other subsidiaries of Charter may offer from time to time, some of which may not
apply to the Notes. You should read this prospectus supplement along with the accompanying prospectus, as well as the documents incorporated by
reference. If the description of the offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the
information in this prospectus supplement.
S-i
Table of Contents
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") regarding, among other things, our plans,
strategies and prospects, both business and financial. Although we believe that our plans, intentions and expectations as 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 sections
entitled "Risk Factors" in this prospectus supplement and the accompanying prospectus and in the documents incorporated by reference in this
prospectus supplement and the accompanying prospectus, including CCO Holdings' annual report on Form 10-K for the year ended December 31, 2018
(the "annual report"). Many of the forward-looking statements contained in this prospectus supplement and the accompanying 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," "predict," "project," "initiatives," "seek," "would," "could,"
"continue," "ongoing," "upside," "increases" and "potential," among others. Important factors that could cause actual results to differ materially from the
forward-looking statements we make in this prospectus supplement are set forth in this prospectus supplement and the accompanying prospectus, in the
annual report, in the documents incorporated by reference herein and in the other periodic reports and other reports or documents that CCO Holdings
files from time to time with the SEC, and include, but are not limited to:
·
our ability to sustain and grow revenues and cash flow from operations by offering video, Internet, voice, mobile, advertising and other
services to residential and commercial customers, to adequately meet the customer experience demands in our service areas 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;
·
the impact of competition from other market participants, including but not limited to incumbent telephone companies, direct broadcast
satellite ("DBS") operators, wireless broadband and telephone providers, digital subscriber line ("DSL") providers, fiber to the home
providers, video provided over the Internet by (i) market participants that have not historically competed in the multichannel video
business, (ii) traditional multichannel video distributors, and (iii) content providers that have historically licensed cable networks to
multichannel video distributors, and providers of advertising over the Internet;
·
our ability to efficiently and effectively integrate acquired operations;
·
the effects of governmental regulation on our business, including costs, disruptions and possible limitations on operating flexibility
related to, and our ability to comply with, regulatory conditions applicable to us as a result of the acquisition of Time Warner Cable Inc.
and Bright House Networks, LLC;
·
general business conditions, economic uncertainty or downturn, 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);
·
our ability to develop and deploy new products and technologies, including mobile products, and any other consumer services and
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service platforms;
S-ii
Table of Contents
·
any events that disrupt our networks, information systems or properties and impair our operating activities or our reputation;
·
the ability to retain and hire key personnel;
·
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 supplement.
S-iii
Table of Contents
INDUSTRY AND MARKET DATA
In this prospectus supplement, we rely on and refer to information and statistics regarding our industry. We obtained this market data from
independent industry publications or other publicly available information. Although we believe that these sources are reliable, we and the underwriters
have not independently verified and do not guarantee the accuracy and completeness of this information.
S-iv
Table of Contents
INCORPORATION BY REFERENCE; ADDITIONAL INFORMATION
CCO Holdings files annual, quarterly, special reports and other information with the SEC. The Issuers are incorporating by reference certain
information of CCO Holdings, Charter and Time Warner Cable Inc. filed with the SEC, which means that the Issuers disclose important information to
you by referring you to those documents. The information incorporated by reference is an important part of this prospectus supplement, 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 of CCO Holdings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any
information furnished but not filed) prior to the termination of this offering (collectively, the "SEC Reports"):
·
the unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2016 and the unaudited pro
forma consolidated financial statements as of and for the three months ended March 31, 2016 included in Exhibits 99.2 and 99.1,
respectively, to Charter's Current Report on Form 8-K filed with the SEC on May 19, 2016, as amended by Charter's Current Report on
Form 8-K/A filed with the SEC on July 29, 2016;
·
CCO Holdings' Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 8, 2019 (the
"Annual Report");
·
CCO Holdings' Quarterly Reports on Form 10-Q for the three months ended March 31, 2019, filed with the SEC on April 30, 2019, for
the three and six months ended June 30, 2019, filed with the SEC on July 30, 2019, and for the three and nine months ended
September 30, 2019, filed with the SEC on October 30, 2019;
·
CCO Holdings' Current Reports on Form 8-K filed with the SEC on March 9, 2017, January 17, 2019, January 24, 2019, January 30,
2019, April 29, 2019, May 30, 2019, July 1, 2019, July 10, 2019, August 7, 2019, October 7, 2019 (except for the information furnished
pursuant to Item 7.01, including the related exhibit), October 21, 2019, October 24, 2019 and October 30, 2019; and
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·
Time Warner Cable Inc.'s unaudited consolidated financial statements on pages 20 to 46 of Time Warner Cable Inc.'s Quarterly Report
on Form 10-Q for the quarter ended March 31, 2016, filed with the SEC on April 28, 2016.
The information in the above filings speaks only as of the respective dates thereof or, where applicable, the dates identified therein. Any statement
contained in a document incorporated or deemed to be incorporated by reference into this prospectus supplement and the accompanying prospectus will
be deemed to be modified or superseded for purposes of this prospectus supplement and the accompanying prospectus to the extent that a statement
contained in the prospectus, this prospectus supplement or any other subsequently filed document that is deemed to be incorporated by reference into
this prospectus supplement and the accompanying prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be
deemed, except as so modified or superseded, to constitute a part of this prospectus supplement or the accompanying prospectus.
You may read and copy any document that we file with the SEC at the SEC's website at www.sec.gov. You may also obtain a copy of these filings
at no cost by writing to or telephoning us at the following address:
Charter Communications, Inc.
400 Atlantic Street
Stamford, Connecticut 06901
Attention: Investor Relations
Telephone: (203) 905-7801
S-v
Table of Contents
In reliance on Rule 12h-5 under the Exchange Act, the Issuers do not intend 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 CCO Holdings filed with the SEC pursuant to the Exchange Act.
S-vi
Table of Contents
CERTAIN DEFINITIONS
When used in this prospectus supplement (other than the section "Description of Notes"), the following capitalized terms have the meanings set
forth below:
"Bright House" means Bright House Networks, LLC, a Delaware limited liability company.
"CCO" means Charter Communications Operating, LLC, a Delaware limited liability company.
"CCO Capital" means Charter Communications Operating Capital Corp., a Delaware corporation.
"CCO Holdings" means CCO Holdings, LLC, a Delaware limited liability company.
"CCO Holdings Capital" means CCO Holdings Capital Corp., a Delaware corporation.
"Charter" means Charter Communications, Inc., a Delaware corporation.
"Charter Holdco" means Charter Communications Holding Company, LLC, a Delaware limited liability company.
"Charter Holdings" means Charter Communications Holdings, LLC, a Delaware limited liability company.
"Collateral" means all property and assets, whether now owned or hereafter acquired, in which liens are, from time to time, purported to be
granted to secure obligations in respect of the Notes pursuant to the security documents.
"Credit Agreement" means the Credit Agreement, dated as of March 18, 1999, as amended and restated as of April 26, 2019, and as amended as of
October 24, 2019, among CCO Holdings, CCO, the lenders party thereto, Bank of America, N.A., as administrative agent, and the other parties thereto
together with the related documents thereto (including any term loans and revolving loans thereunder, any guarantees and security documents), as
further amended, amended and restated, extended, renewed, restated, supplemented or otherwise modified (in whole or in part, and without limitation as
to amount, terms, conditions, covenants and other provisions) from time to time, and any agreement (and related document) governing indebtedness
incurred to refinance, in whole or in part, the borrowings and commitments then outstanding or permitted to be outstanding under such Credit
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Agreement or a successor Credit Agreement, whether by the same or any other lender or group of lenders.
"Equally and Ratably Secured Indebtedness" means obligations under the Credit Agreement, the Existing Secured Notes and the Existing TWC
Notes and any other outstanding (now or in the future) indebtedness that has a pari passu lien on the collateral securing the obligations under the Credit
Agreement, the Existing Secured Notes and the Existing TWC Notes, the holders of which indebtedness are subject to an intercreditor agreement.
"Existing Secured Notes" means the previously issued secured debt securities of the Issuers outstanding on the date hereof.
"Existing TWC Notes" means: (i) TWC's 5.000% notes due 2020, (ii) TWC's 4.125% notes due 2021, (iii) TWC's 4.000% notes due 2021,
(iv) TWC's 5.750% notes due 2031, (v) TWC's 6.550% debentures due 2037, (vi) TWC's 7.300% debentures due 2038, (vii) TWC's 6.750% debentures
due 2039, (viii) TWC's 5.875% debentures due 2040, (ix) TWC's 5.500% debentures due 2041, (x) TWC's 5.250% notes due 2042, (xi) TWC's 4.500%
debentures due 2042, (xii) TWCE's 8.375% debentures due 2023 and (xiii) TWCE's 8.375% debentures due 2033.
"Issuers" means, collectively, CCO and CCO Capital.
S-vii
Table of Contents
"Subsidiary Guarantors" means all of the Issuers' subsidiaries that issue or guarantee any Equally and Ratably Secured Indebtedness, including
indebtedness under the Credit Agreement, the Existing Secured Notes and the Existing TWC Notes.
"TWC" means Time Warner Cable, LLC, a Delaware limited liability company.
"TWCE" means Time Warner Cable Enterprises LLC, a Delaware limited liability company.
"TWCI" means Time Warner Cable, Inc., a Delaware corporation.
S-viii
Table of Contents
SUMMARY
The following summary highlights information contained elsewhere or incorporated by reference in this prospectus supplement and the
accompanying prospectus. It does not contain all the information that may be important to you in making an investment decision. You should read this
entire prospectus supplement and the accompanying prospectus carefully, including the documents incorporated by reference, which are described
under "Incorporation by Reference of Certain Documents" and "Where You Can Find Additional Information." You should also carefully consider,
among other things, the matters discussed in the section titled "Risk Factors."
CCO Holdings is a direct subsidiary of CCH I Holdings, LLC, which is an indirect subsidiary of Charter. CCO Holdings is a holding company
with no operations of its own and CCO and CCO Capital are direct, wholly owned subsidiaries of CCO Holdings. CCO is a holding company with no
operations of its own, and CCO Capital is a company with no operations of its own and no subsidiaries. CCO Holdings and its direct and indirect
subsidiaries, including CCO and its direct and indirect subsidiaries as well as CCO Capital, are managed by Charter. The Subsidiary Guarantors are
direct and indirect subsidiaries of CCO. For a chart showing our current ownership structure, see page S-4.
Charter is a holding company with no operations of its own whose principal asset is a controlling equity interest in Charter Communications
Holdings, LLC and an indirect owner of CCO under which all of the operations reside. Unless otherwise stated, the discussion in this prospectus
supplement of our business and operations includes the business of CCO Holdings and its direct and indirect subsidiaries. Unless otherwise stated, all
business data included in this summary is as of September 30, 2019.
The terms "we," "us" and "our," as used in this prospectus supplement refer to CCO Holdings and its direct and indirect subsidiaries on a
consolidated basis. The phrases "on a pro forma basis" and "on a pro forma as adjusted basis" mean, when used with respect to an amount stated in
this prospectus supplement, such amounts as calculated and described under "Capitalization."
Our Business
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We are the second largest cable operator in the United States and a leading broadband communications services company providing video, Internet
and voice services to approximately 29.0 million residential and small and medium business customers at September 30, 2019. We also offer mobile
services to residential customers and recently launched mobile service to a select number of small and medium business customers. In addition, we sell
video and online advertising inventory to local, regional and national advertising customers and fiber-delivered communications and managed
information technology solutions to larger enterprise customers. We also own and operate regional sports networks and local sports, news and
community channels.
Since the close of the merger in 2016 of Charter and TWCI and the acquisition of Bright House, we have been focused on integrating the practices
and systems of Charter, TWCI and Bright House, centralizing our product, marketing, sales and service operations, insourcing the TWCI and Bright
House workforces in our call centers and field operations, and rolling out Spectrum pricing and packaging ("SPP") to TWCI and Bright House service
areas. In 2018, we completed the conversion of the remaining TWCI and Bright House analog service areas to an all-digital platform enabling us to
deliver more HD channels and higher Internet speeds. Nearly all of our footprint is now all-digital. Additionally, we have doubled minimum Internet
speeds to 200 Mbps in a number of service areas at no additional cost to new and existing SPP Internet customers. In 2018, leveraging DOCSIS 3.1
technology, we also expanded the availability of our Spectrum Internet Gig service to nearly all of our footprint. With our integration nearly complete,
we are focused on operating as one company, with a unified product, marketing and service infrastructure, which will allow us to accelerate growth and
innovate faster. With significantly less customer-facing change expected in 2019, we are focused on deploying superior products and service with
minimal service disruptions. We expect our growing levels
S-1
Table of Contents
of productivity will result in lower customer churn, longer customer lifetimes and improved productivity with fewer customer calls and truck rolls per
customer relationship. With nearly 85% of our residential customer base now in SPP packages, we expect additional benefits from lower legacy package
migration activity, combined with SPP customers rolling off introductory pricing and modest price increases. Further, we expect to continue to drive
customer relationship growth through sales of video, Internet, wireline voice and mobile packaged services. Additionally, with the completion of our
all-digital conversion, roll-out of DOCSIS 3.1 technology across our footprint, and the integration of TWC and Bright House mostly complete, we have
experienced a meaningful reduction in capital expenditures in dollars and as a percent of revenue in 2019 and expect these reductions to continue for the
remainder of 2019.
At the end of the second quarter of 2018, we launched our mobile product, Spectrum Mobile, under our mobile virtual network operator ("MVNO")
reseller agreement with Verizon. Our Spectrum Mobile service is offered to our residential customers subscribing to our Internet service and runs on
Verizon's mobile network combined with Spectrum WiFi. We began mass market advertising of Spectrum Mobile in September 2018. In the second
quarter of 2019, we expanded our Spectrum Mobile bring-your-own-device ("BYOD") program across all sales channels to include a broader set of
devices. We believe our BYOD program will lower the cost for consumers of switching mobile carriers, and will reduce the short-term working capital
impact of selling new mobile devices on installment plans. We expect these developments to contribute to the growth of our mobile business. We also
continue to explore ways to manage our own network and drive even more mobile traffic to our network through our continued deployment of in-home
and outdoor WiFi hotspots. In addition, we plan to use our WiFi network in conjunction with additional unlicensed or licensed spectrum to improve
network performance and expand capacity to offer consumers a superior mobile service at a lower total cost to us. Further, we have experimental
wireless licenses from the Federal Communications Commission that we are utilizing to test next generation mobile services in several service areas
around the country.
Recent Developments
On October 1, 2019, CCO Holdings and CCO Holdings Capital (collectively, the "CCOH Issuers") issued $1.35 billion aggregate principal amount
of 4.750% Senior Notes due 2030 (the "Existing 2030 CCOH Notes") to qualified institutional buyers in reliance on Rule 144A and outside the United
States to non-U.S. persons in reliance on Regulation S. On October 24, 2019, an additional $500 million of the same series of notes were issued (the
"Additional 2030 CCOH Notes"). The net proceeds from the sale of the Existing 2030 CCOH Notes were used to finance a tender offer and call
redemption of $500 million aggregate principal amount of the CCOH Issuers' 5.250% Senior Notes due 2021 (the "2021 CCOH Notes") and
$850 million aggregate principal amount of the CCOH Issuers' 5.750% Senior Notes due 2024 (the "2024 CCOH Notes"), as well as to pay related fees
and expenses and for general corporate purposes. The net proceeds from the Additional 2030 CCOH Notes will be used to pay related fees and expenses
and for general corporate purposes, including distributions to parent companies to fund potential buybacks of Class A common stock of Charter or
common units of Charter Holdings, as well as repaying certain indebtedness.
On October 24, 2019, the Issuers issued $1.50 billion aggregate principal amount of 4.800% Senior Secured Notes due 2050 (the "Existing Notes").
The net proceeds from the Existing Notes will be used to pay related fees and expenses and for general corporate purposes, including distribution to
parent companies to fund potential buybacks of Class A common stock of Charter or common units of Charter Holdings, as well as repaying certain
indebtedness. The Notes offered hereby will form part of the same series as the Existing Notes.
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Also on October 24, 2019, CCO entered into an amendment to the Credit Agreement repricing $4.5 billion of its revolving loan and $4.0 billion of
term loan A to LIBOR plus 1.25% and its existing term loan B to LIBOR plus 1.75%. In addition, $4.5 billion of the revolving loan and $4.0 billion of
the
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term loan A maturities were extended to February 1, 2025 and $3.8 billion of term loan B maturities were extended to February 1, 2027.
Substantially concurrently with the offering of the Notes, the CCOH Issuers offered $1.2 billion aggregate principal amount of senior notes (the
"December 2019 CCOH Notes"), which will form part of the same series as the Existing 2030 CCOH Notes and the Additional 2030 CCOH Notes, to
qualified institutional buyers in reliance on Rule 144A and outside the United States to non-U.S. persons in reliance on Regulation S. The net proceeds
from the sale of the December 2019 CCOH Notes are expected to be used, together with the proceeds of the Notes offered hereby, to pay related fees
and expenses and for general corporate purposes, including distribution to parent companies to fund potential buybacks of Class A common stock of
Charter or common units of Charter Holdings, as well as repaying certain indebtedness, which may include all or a portion of the 3.579% Senior Secured
Notes due 2020 issued by the Issuers. See "Use of Proceeds." This offering is not conditioned on the consummation of the offering of the December
2019 CCOH Notes.
Our Corporate Information
Our principal executive offices are located at 400 Atlantic Street, Stamford, Connecticut 06901. Our telephone number is (203) 905-7801, and we
have a website accessible at www.spectrum.com. Our periodic 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 supplement or the accompanying prospectus and is not part of this prospectus supplement or the accompanying 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. Unless otherwise noted, indebtedness amounts shown below are principal amounts as of September 30, 2019.
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(1)
CCO Holdings/CCO Holdings Capital:
5.250% senior notes due 2021 ($500 million aggregate principal amount outstanding)
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Document Outline

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