ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Issuance of 4.750% Senior Notes due 2030

On December 16, 2019 (the "Closing Date"), CCO Holdings, LLC ("CCO Holdings") and CCO Holdings Capital Corp. (together with CCO Holdings, the "CCOH Issuers"), subsidiaries of Charter Communications, Inc. (the "Company"), issued $1.20 billion aggregate principal amount of 4.750% Senior Notes due 2030 (the "New 2030 Notes"). The New 2030 Notes will form part of the same series as the CCOH Issuers' outstanding 4.750% Senior Notes due 2030 issued on October 1, 2019 in an aggregate principal amount of $1.35 billion and on October 24, 2019 in an aggregate principal amount of $500.0 million (collectively, the "Existing 2030 Notes" and, together with the New 2030 Notes, the "2030 Notes"). The New 2030 Notes will be issued as additional notes pursuant to the Second Supplemental Indenture entered into on October 1, 2019 with The Bank of New York Mellon Trust Company, N.A., as trustee (the "Senior Notes Trustee"), in connection with the issuance of the Existing 2030 Notes and the terms thereof (the "Second Supplemental Indenture"). The Second Supplemental Indenture supplements a base indenture entered into on May 23, 2019, by and among the CCOH Issuers and the Senior Notes Trustee (the "Senior Notes Base Indenture" and, together with the Second Supplemental Indenture, the "Senior Notes Indenture"). The 2030 Notes were sold to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A and outside the United States to non-U.S. persons in reliance on Regulation S. The 2030 Notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.





Senior Notes Indenture

The Senior Notes Indenture provides, among other things, that the 2030 Notes are general unsecured obligations of the CCOH Issuers. The 2030 Notes are not guaranteed.

Interest is payable on the 2030 Notes on each March 1 and September 1, commencing March 1, 2020.

At any time and from time to time prior to September 1, 2024, the CCOH Issuers may redeem the outstanding 2030 Notes in whole or in part at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest and special interest, if any, on such 2030 Notes to the redemption date, plus a make-whole premium. On or after September 1, 2024, the CCOH Issuers may redeem some or all of the outstanding 2030 Notes at redemption prices set forth in the Second Supplemental Indenture. In addition, at any time prior to September 1, 2022, the CCOH Issuers may redeem up to 40% of the of the 2030 Notes using proceeds from certain equity offerings at a redemption price equal to 104.750% of the principal amount thereof, plus accrued and unpaid interest and special interest, if any, on such Notes to the redemption date, provided that certain conditions are met.

The terms of the Senior Notes Indenture, among other things, limit the ability of the CCOH Issuers to incur additional debt and issue preferred stock; pay dividends or make other restricted payments; make certain investments; grant liens; allow restrictions on the ability of certain of their subsidiaries to pay dividends or make other payments; sell assets; merge or consolidate with other entities; and enter into transactions with affiliates.

Subject to certain limitations, in the event of a Change of Control (as defined in the Second Supplemental Indenture), the CCOH Issuers will be required to make an offer to purchase all of the 2030 Notes at a price equal to 101% of the aggregate principal amount of the 2030 Notes repurchased, plus accrued and unpaid interest and special interest, if any, to the date of repurchase thereof.

The Senior Notes Indenture provides for customary events of default, which include (subject in certain cases to customary grace and cure periods), among others, nonpayment of principal or interest; breach of other covenants or agreements in the Senior Notes Indenture; failure to pay certain other indebtedness; failure to pay certain final judgments; failure of certain guarantees to be enforceable; and certain events of bankruptcy or insolvency. Generally, if an event of default occurs, the Senior Notes Trustee or the holders of at least 30% in aggregate principal amount of the then outstanding 2030 Notes may declare all the 2030 Notes to be due and payable immediately.

Registration Rights Agreement

In connection with the sale of the New 2030 Notes, the CCOH Issuers entered into an Exchange and Registration Rights Agreement with respect to the New 2030 Notes, dated as of the Closing Date (the "Registration Rights Agreement"), with Citigroup Global Markets, Inc., as representative of the several Purchasers (as defined in the Registration Rights Agreement). Under the Registration Rights Agreement, the CCOH Issuers have agreed, in certain circumstances, to file a registration statement with respect to an offer to exchange the New 2030 Notes for a new issue of substantially identical notes registered under the Securities Act, to cause the exchange offer registration statement to be declared effective and to consummate the exchange offer no later than 450 days following October 1, 2019. The CCOH Issuers may be required to provide a shelf registration statement to cover resales of the New 2030 Notes under certain circumstances. If the foregoing obligations are not satisfied, the CCOH Issuers may be required to pay holders of the New 2030 Notes additional interest at a rate of 0.25% per annum of the principal amount thereof for 90 days immediately following the occurrence of any registration default. Thereafter, the amount of additional interest will increase by an additional 0.25% per annum of the principal amount thereof to 0.50% per annum of the principal amount thereof until all registration defaults have been cured.

For a complete description of the Senior Notes Indenture and the 2030 Notes, please refer to copies of the Senior Notes Base Indenture, the Second Supplemental Indenture and the form of the 2030 Notes incorporated by reference as Exhibits 4.1, 4.2 and 4.3, respectively. A copy of the Registration Rights Agreement is filed herewith as Exhibit 10.1 and is incorporated herein by reference. The foregoing descriptions of the Senior Notes Base Indenture, the Second Supplemental Indenture, the 2030 Notes and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of those documents.

Issuance of 4.800% Senior Secured Notes due 2050

On the Closing Date, Charter Communications Operating, LLC ("CCO") and Charter Communications Operating Capital Corp. (together with CCO, the "CCO Issuers") issued $1.30 billion aggregate principal amount of 4.800% Senior Secured Notes due 2050 (the "New 2050 Notes"). The New 2050 Notes will form part of the same series as the CCO Issuers' outstanding 4.800% Senior Notes due 2050 issued on . . .

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 headings "Senior Notes Indenture" and "Secured Notes Indenture" in Item 1.01 above is incorporated herein by reference.




ITEM 8.01. OTHER EVENTS.

On the Closing Date, the CCOH Issuers completed the issuance and sale of the New 2030 Notes and the CCO Issuers completed the issuance and sale of the New 2050 Notes and the Company issued press releases announcing the closings. The press releases announcing the closings of the issuance and sale of the New 2030 Notes and the New 2050 Notes are filed herewith as Exhibits 99.1 and 99.2, respectively.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.





Exhibit
Number                                   Description

  4.1*       Indenture, dated as of May 23, 2019, among CCO Holdings, LLC, CCO
           Holdings Capital Corp. and The Bank of New York Mellon Trust Company,
           N.A., as trustee (incorporated by reference to Exhibit 4.1 to the
           Current Report on Form 8-K filed by Charter Communications, Inc. on May
           30, 2019).

  4.2*       Second Supplemental Indenture, dated as of October 1, 2019, among CCO
           Holdings, LLC, CCO Holdings Capital Corp. and The Bank of New York
           Mellon Trust Company, N.A., as trustee (incorporated by reference to
           Exhibit 4.2 to the Current Report on Form 8-K filed by Charter
           Communications, Inc. on October 7, 2019).

  4.3*       Form of 4.750% Senior Notes due 2030 (included in Exhibit 4.2
           hereto).

  4.4*       Indenture, dated as of July 23, 2015, among Charter Communications
           Operating, LLC, Charter Communications Operating Capital Corp. and CCO
           Safari II, LLC, as issuers, and The Bank of New York Mellon Trust
           Company, N.A., as trustee and collateral agent (incorporated by
           reference to Exhibit 4.1 to the Current Report on Form 8-K filed by
           Charter Communications, Inc. on July 27, 2015).

  4.5*       Fifteenth Supplemental Indenture, dated as of October 24, 2019, among
           Charter Communications Operating, LLC, Charter Communications Operating
           Capital Corp., as issuers, CCO Holdings, LLC, the subsidiary guarantors
           party thereto and The Bank of New York Mellon Trust Company, N.A., as
           trustee and collateral agent.

  4.6*       Form of 4.800% Senior Secured Notes due 2050 (included in Exhibit 4.5
           hereto).

  5.1        Legal Opinion of Kirkland & Ellis LLP.

  10.1       Exchange and Registration Rights Agreement, dated December 16, 2019,
           relating to the 4.750% Senior Notes due 2030, among CCO Holdings, LLC,
           CCO Holdings Capital Corp. and Citigroup Global Markets, Inc., as
           representative of the several Purchasers (as defined therein).

  23.1       Consent of Kirkland & Ellis LLP (included in Exhibit 5.1 hereto).

  99.1       Press release dated December 16, 2019, announcing the closing of the
           sale of the 4.750% Senior Notes due 2030.

  99.2       Press release dated December 16, 2019, announcing the closing of the
           sale of the 4.800% Senior Secured Notes due 2050.

104        The cover page from this Current Report on Form 8-K, formatted in
           Inline XBRL.

* Incorporated by reference and not filed herewith

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