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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/11/22 Charter Comms Operating LLC FWP 1:77K Charter Comms Operating LLC Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: FWP Free-Writing Prospectus HTML 28K
Issuer Free Writing Prospectus filed pursuant to Rule 433
supplementing the Preliminary Prospectus Supplement dated
March 10, 2022 and the Prospectus dated December 7, 2020
Registration No. 333-251186
Charter Communications Operating, LLC
Charter Communications Operating Capital Corp.
$1,000,000,000 4.400% Senior Secured Notes due 2033 (the “2033 Notes”)
$1,500,000,000 5.250% Senior Secured Notes due 2053 (the “2053 Notes”)
$1,000,000,000 5.500% Senior Secured Notes due 2063 (the “2063 Notes”)
Pricing Term Sheet dated March 10, 2022
to the
Preliminary Prospectus Supplement dated March 10, 2022
(the “Preliminary Prospectus Supplement”)
of Charter Communications Operating, LLC and Charter Communications Operating Capital Corp.
(the “Issuers”)
This Pricing Term Sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement.
The information in this Pricing Term Sheet supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary Prospectus Supplement.
Terms Applicable to the 2033 Notes
Issuers: | Charter Communications Operating, LLC and Charter Communications Operating Capital Corp. |
Principal Amount: | $1,000,000,000 |
Title of Securities: | 4.400% Senior Secured Notes due 2033 |
Final Maturity Date: | April 1, 2033 |
Coupon: | 4.400% |
Benchmark Treasury: | 1.875% due February 15, 2032 |
Benchmark Treasury Price and Yield: |
98-30+; 1.992% |
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This Pricing
Term Sheet is qualified in its entirety by reference to the
Preliminary Prospectus Supplement.
Spread to Benchmark Treasury: |
+245 basis points | |
Yield to Maturity: | 4.442% | |
Issue Price: | 99.634%, plus accrued and unpaid interest, if any, from March 15, 2022 | |
Interest Payment Dates: | April 1 and October 1 | |
Record Dates: | March 15 and September 15 | |
First Interest Payment Date: | October 1, 2022 | |
CUSIP Number: | 161175 CJ1 | |
ISIN Number: | US161175CJ14 | |
Optional Redemption: |
Prior to the Par Call Date (as defined below), the 2033 Notes will
be redeemable, in whole or in part, at the Issuers’ option, at any time or from time to time, on at least 10 days’ but not
more than 30 days’ prior notice to each Holder of the 2033 Notes to be redeemed, at a redemption price equal to 100% of the principal
amount thereof plus the Applicable Premium (as defined below) plus accrued but unpaid interest to but excluding the redemption date (subject
to the rights of Holders of the 2033 Notes on a record date to receive the related interest payment on the related interest payment date). “Applicable Premium” means with respect to a Note the greater
of (A) 1.0% of the principal amount of such Note and (B) on any redemption date, the excess (to the extent positive) of: (a) the present value at such redemption date of (i) 100% of the principal amount of such Note on the Par Call Date, plus (ii) all required interest payments due on such Note to and including the Par Call Date (excluding accrued but unpaid interest to the redemption date), computed upon the redemption date using a discount rate equal to the Applicable Treasury Rate at such redemption date plus 40 basis points; over
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This Pricing
Term Sheet is qualified in its entirety by reference to the
Preliminary Prospectus Supplement.
Terms Applicable to the 2053 Notes | ||
Issuers: | Charter Communications Operating, LLC and Charter Communications Operating Capital Corp. | |
Principal Amount: | $1,500,000,000 | |
Title of Securities: | 5.250% Senior Secured Notes due 2053 | |
Final Maturity Date: | April 1, 2053 | |
Coupon: | 5.250% | |
Benchmark Treasury: | 1.875% due November 15, 2051 | |
Benchmark Treasury Price and Yield: |
88-31; 2.396% | |
Spread to Benchmark Treasury: |
+290 basis points | |
Yield to Maturity: | 5.296% | |
Issue Price: | 99.300%, plus accrued and unpaid interest, if any, from March 15, 2022 | |
Interest Payment Dates: | April 1 and October 1 | |
Record Dates: | March 15 and September 15 | |
First Interest Payment Date: | October 1, 2022 | |
CUSIP Number: | 161175 CK8 | |
ISIN Number: | US161175CK86 | |
Optional Redemption: |
Prior to the Par Call Date (as defined below), the 2053 Notes will be redeemable, in whole or in part, at the Issuers’ option, at any time or from time to time, on at least 10 days’ but not more than 30 days’ prior notice to each Holder of the 2053 Notes to be redeemed, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium (as defined below) plus accrued but unpaid interest to but excluding the redemption date (subject to the rights of Holders of the 2053 Notes on a record date to receive the related interest payment on the related interest payment date).
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This Pricing
Term Sheet is qualified in its entirety by reference to the
Preliminary Prospectus Supplement.
(a) the present value at such redemption date of (i) 100% of the principal amount of such Note on the Par Call Date, plus (ii) all required interest payments due on such Note to and including the Par Call Date (excluding accrued but unpaid interest to the redemption date), computed upon the redemption date using a discount rate equal to the Applicable Treasury Rate at such redemption date plus 45 basis points; over
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Terms Applicable to the 2063 Notes | |
Issuers: | Charter Communications Operating, LLC and Charter Communications Operating Capital Corp. |
Principal Amount: | $1,000,000,000 |
Title of Securities: | 5.500% Senior Secured Notes due 2063 |
Final Maturity Date: | April 1, 2063 |
Coupon: | 5.500% |
Benchmark Treasury: | 1.875% due November 15, 2051 |
Benchmark Treasury Price and Yield: |
88-31; 2.396% |
Spread to Benchmark Treasury: |
+315 basis points |
Yield to Maturity: | 5.546% |
Issue Price: | 99.255%, plus accrued and unpaid interest, if any, from March 15, 2022 |
Interest Payment Dates: | April 1 and October 1 |
Record Dates: | March 15 and September 15 |
First Interest Payment Date: | October 1, 2022 |
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This Pricing
Term Sheet is qualified in its entirety by reference to the
Preliminary Prospectus Supplement.
CUSIP Number: | 161175 CL6 | |
ISIN Number: | US161175CL69 | |
Optional Redemption: |
Prior to the Par Call Date (as defined below), the 2063 Notes will be redeemable, in whole or in part, at the Issuers’ option, at any time or from time to time, on at least 10 days’ but not more than 30 days’ prior notice to each Holder of the 2063 Notes to be redeemed, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium (as defined below) plus accrued but unpaid interest to but excluding the redemption date (subject to the rights of Holders of the 2063 Notes on a record date to receive the related interest payment on the related interest payment date).
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Terms Applicable to Each Series of Notes |
Use of Proceeds: | The Issuers intend to use the net proceeds from this offering for general corporate purposes, including to fund potential buybacks of Class A common stock of Charter Communications, Inc. and common units of Charter Communications Holdings, LLC, a subsidiary of Charter Communications, Inc., to repay certain indebtedness and to pay related fees and expenses. |
Joint Book-Running Managers: |
J.P. Morgan Securities LLC Morgan Stanley & Co. LLC Wells Fargo Securities, LLC Deutsche Bank Securities Inc. Citigroup Global Markets Inc. BofA Securities, Inc. Mizuho Securities USA LLC MUFG Securities Americas Inc. Credit Suisse Securities (USA) LLC Goldman Sachs & Co. LLC RBC Capital Markets, LLC TD Securities (USA) LLC |
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This Pricing
Term Sheet is qualified in its entirety by reference to the
Preliminary Prospectus Supplement.
Co-Managers: |
Barclays Capital Inc. BNP Paribas Securities Corp. Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. Truist Securities, Inc. Credit Agricole Securities (USA) Inc. U.S. Bancorp Investments, Inc. Cabrera Capital Markets LLC Castle Oak Securities, L.P. LionTree Advisors LLC MFR Securities, Inc. Multi-Bank Securities, Inc. |
Trade Date: | March 10, 2022 |
Settlement Date: |
March 15, 2022 (T+3)
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Distribution: | SEC Registered (Registration No. 333-251186) |
The Issuers and the guarantors have filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents that the Issuers and the guarantors have filed with the SEC for more complete information about the Issuers, the guarantors and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement and accompanying prospectus may be obtained by contacting J.P. Morgan Securities LLC, 383 Madison Avenue New York, NY 10179, Telephone: 212-834-4533, Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus Department; Telephone: 866-718-1649, E-mail: prospectus@morganstanley.com, or Wells Fargo Securities, LLC, 550 South Tyron Street, 5th Floor, Charlotte, NC 28202, Attention: Transaction Management; Telephone: 800-645-3751, E-mail: tmgcapitalmarkets@wellsfargo.com.
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This ‘FWP’ Filing | Date | Other Filings | ||
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4/1/33 | ||||
1/1/33 | ||||
2/15/32 | ||||
10/1/22 | ||||
3/15/22 | ||||
Filed as of: | 3/11/22 | |||
Filed on: | 3/10/22 | 424B2 | ||
12/7/20 | S-3ASR | |||
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