CCO HOLDINGS CAPITAL CORP
For the period ended Aug 24, 2026. Filed Aug 24, 2026.
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Aug 24, 2026 · Filed Aug 24, 2026
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Secured Notes Indenture
On the Final Settlement Date, the Issuers, CCO Holdings, LLC (the “Parent Guarantor”) and the Subsidiary Guarantors entered into a supplemental indenture with the Trustee and Collateral Agent in connection with the issuance of the Additional Notes and the terms thereof (the “Twenty-Ninth Supplemental Indenture”). The Twenty-Ninth Supplemental Indenture supplements a base indenture entered into on July 23, 2015, by and among the Issuers, CCO Safari II, LLC, the Trustee and the Collateral Agent (the “Base Indenture”), as supplemented by that certain Twenty-Seventh Supplemental Indenture, dated as of August 12, 2026, by and among the Issuers, the guarantors party thereto, the Trustee and the Collateral Agent (the “Twenty-Seventh Supplemental Indenture” and together with the Base Indenture and the Twenty-Ninth Supplemental Indenture, the “Indenture”), providing for the issuance of senior secured notes of the Issuers generally.
The Indenture provides, among other things, that interest is payable on the Additional 2038 Notes on each March 1 and September 1, commencing March 1, 2027. Interest is payable on the Additional 2041 Notes on each March 1 and September 1, commencing March 1, 2027. At any time and from time to time prior to June 1, 2038, the Issuers may redeem the outstanding Additional 2038 Notes in whole or in part at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest on the principal amount being redeemed to, but not including, the redemption date, plus a make-whole premium. On or after June 1, 2038, the Issuers may redeem some or all of the outstanding Additional 2038 Notes at a redemption price equal to 100% of the principal amount of the Additional 2038 Notes to be redeemed, plus accrued and unpaid interest on the principal amount being redeemed to, but not including, the redemption date. At any time and from time to time prior to June 1, 2041, the Issuers may redeem the outstanding Additional 2041 Notes in whole or in part at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest on the principal amount being redeemed to, but not including, the redemption date, plus a make-whole premium. On or after June 1, 2041, the Issuers may redeem some or all of the outstanding Additional 2041 Notes at a redemption price equal to 100% of the principal amount of the Additional 2041 Notes to be redeemed, plus accrued and unpaid interest on the principal amount being redeemed to, but not including, the redemption date. The Notes are senior secured obligations of the Issuers. The Notes are guaranteed on a senior secured basis by the Parent Guarantor and all of the subsidiaries of the Issuers that guarantee the obligations of CCO under its credit agreement (collectively, the “Guarantors”). The Notes and the guarantees are secured by apari passu, first priority security interest, subject to certain permitted liens, in the Issuers’ and the Guarantors’ assets that secure obligations under the credit agreement.
The terms of the Indenture, among other things, limit the ability of the Issuers to grant liens, sell all or substantially all of their assets or merge or consolidate with other entities.
The 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 Indenture; failure of certain guarantees to be enforceable; cessation of a material portion of the collateral subject to liens or disaffirmation of obligations under the security documents establishing the security interest in the collateral securing the Notes; and certain events of bankruptcy or insolvency. Generally, if an event of default occurs, the Trustee or the holders of at least 30% in aggregate principal amount of the then outstanding Notes of a series may declare all the Notes of such series to be due and payable immediately.
For a complete description of the Indenture and the Additional Notes, please refer to copies of the Twenty-Ninth Supplemental Indenture filed herewith as Exhibit 4.3 hereto, the Base Indenture, which was filed as Exhibit 4.1 to Charter Communications, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 27, 2015, and the Twenty-Seventh Supplemental Indenture, the form of the 2038 Notes and the form of the 2041 Notes, which were filed as Exhibits 4.2, 4.3 and 4.4, respectively, to Charter Communications, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2026. The foregoing descriptions of the Indenture and the Additional Notes do not purport to be complete and are qualified in their entirety by reference to the full text of those documents. Defined terms used in this Item 1.01 but not otherwise defined herein shall have the meanings ascribed to such terms in the Base Indenture.
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 heading “Secured Notes Indenture” in Item 1.01 above is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
| Exhibit Number | Description |
| 4.1* | 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). |
| 4.2* | Twenty-Seventh Supplemental Indenture, dated as of August 12, 2026, 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 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on August 12, 2026). |
| 4.3 | Twenty-Ninth Supplemental Indenture, dated as of August 24, 2026, 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. |
| 4.4* | Form of 7.087% Senior Secured Notes due 2038 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Charter Communications, Inc. on August 12, 2026). |
| 4.5* | Form of 7.337% Senior Secured Notes due 2041 (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by Charter Communications, Inc. on August 12, 2026). |
| 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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