ITEM 7.01. Regulation FD Disclosure.
On February 3, 2020, CCO Holdings, LLC and CCO Holdings Capital Corp., as
issuers (the "Issuers"), entered into a purchase agreement (the "Purchase
Agreement") with respect to the issuance and sale of an aggregate of
$1,650,000,000 principal amount of 4.500% Senior Notes due 2030 (the
"Offering"). Proceeds from the Offering will be used to pay related fees and
expenses and for general corporate purposes, including repaying certain
indebtedness, including repayment of all of the Issuers' 5.125% Senior Notes due
2023, 5.750% Senior Notes due 2023 and 5.750% Senior Notes due 2024
(collectively, the "Notes to be Redeemed"), as well as to fund potential
buybacks of Class A common stock of Charter Communications, Inc. or common units
of Charter Communications Holdings, LLC. The Issuers also issued a notice of
conditional redemption providing for the redemption of any and all of the Notes
to be Redeemed (the "Redemption"). The Redemption is also conditioned upon
consummation of the Offering.
The Purchase Agreement contains representations, warranties and covenants of the
parties thereto, conditions to closing, indemnification obligations of the
parties thereto and termination and other customary provisions.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
99.1 Press release regarding notes offer, dated February 3, 2020.
104 The cover page from this Current Report on Form 8-K, formatted in
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