|
Delaware
Delaware Delaware Delaware Delaware |
| |
4841
4841 4841 4841 4841 |
| |
84-1496755
43-1843260 20-1044453 86-1067239 20-0257904 |
|
|
(State or other jurisdiction of
incorporation or organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(I.R.S. Employer
Identification Number) |
|
| Large accelerated filer | | | ☒ | | | Accelerated filer | | | ☐ | |
| Non-accelerated filer | | | ☐ (do not check if a smaller reporting company) | | | Smaller reporting company | | | ☐ | |
| | | | | | | Emerging growth company | | | ☐ | |
Exact Name of Additional Registrant Guarantor as Specified in its Charter
|
| |
Jurisdiction of
Incorporation or Organization |
| |
IRS Employer
Identification Number |
|
Bresnan Broadband Holdings, LLC
|
| |
Delaware
|
| |
13-4119839
|
|
Bresnan Broadband of Colorado, LLC
|
| |
Colorado
|
| |
35-2403834
|
|
Bresnan Broadband of Montana, LLC
|
| |
Montana
|
| |
32-0334681
|
|
Bresnan Broadband of Utah, LLC
|
| |
Utah
|
| |
30-0667318
|
|
Bresnan Broadband of Wyoming, LLC
|
| |
Wyoming
|
| |
61-1642737
|
|
Bresnan Digital Services, LLC
|
| |
Delaware
|
| |
38-3833973
|
|
Bright House Networks Information Services (Alabama), LLC
|
| |
Delaware
|
| |
20-1544201
|
|
Bright House Networks Information Services (California), LLC
|
| |
Delaware
|
| |
20-1544390
|
|
Bright House Networks Information Services (Florida), LLC
|
| |
Delaware
|
| |
59-3758339
|
|
Bright House Networks Information Services (Indiana), LLC
|
| |
Delaware
|
| |
20-1544486
|
|
Bright House Networks Information Services (Michigan), LLC
|
| |
Delaware
|
| |
20-1544302
|
|
CC Fiberlink, LLC
|
| |
Delaware
|
| |
43-1928509
|
|
CC VI Fiberlink, LLC
|
| |
Delaware
|
| |
20-0310684
|
|
CC VII Fiberlink, LLC
|
| |
Delaware
|
| |
20-0310704
|
|
CCO Fiberlink, LLC
|
| |
Delaware
|
| |
20-0310854
|
|
CCO NR Holdings, LLC
|
| |
Delaware
|
| |
86-1067241
|
|
Charter Advanced Services (MO), LLC
|
| |
Delaware
|
| |
32-0400433
|
|
Charter Communications ASC, LLC
|
| |
Delaware
|
| |
93-4070587
|
|
Charter Communications SSC, LLC
|
| |
Delaware
|
| |
93-4084052
|
|
Charter Communications, LLC
|
| |
Delaware
|
| |
43-1659860
|
|
Charter Communications VI, L.L.C.
|
| |
Delaware
|
| |
43-1854208
|
|
Charter Distribution, LLC
|
| |
Delaware
|
| |
74-3089287
|
|
Charter Fiberlink – Alabama, LLC
|
| |
Delaware
|
| |
20-0193389
|
|
Charter Fiberlink – Georgia, LLC
|
| |
Delaware
|
| |
20-0193674
|
|
Charter Fiberlink – Illinois, LLC
|
| |
Delaware
|
| |
43-1943035
|
|
Charter Fiberlink – Maryland II, LLC
|
| |
Delaware
|
| |
81-2255084
|
|
Charter Fiberlink – Michigan, LLC
|
| |
Delaware
|
| |
43-1875389
|
|
Charter Fiberlink – Missouri, LLC
|
| |
Delaware
|
| |
43-1928511
|
|
Charter Fiberlink – Nebraska, LLC
|
| |
Delaware
|
| |
81-0547765
|
|
Charter Fiberlink – Tennessee, LLC
|
| |
Delaware
|
| |
20-0193707
|
|
Charter Fiberlink CA-CCO, LLC
|
| |
Delaware
|
| |
43-1943040
|
|
Charter Fiberlink CC VIII, LLC
|
| |
Delaware
|
| |
43-1793439
|
|
Charter Fiberlink CCO, LLC
|
| |
Delaware
|
| |
43-1876029
|
|
Charter Fiberlink CT-CCO, LLC
|
| |
Delaware
|
| |
20-0339366
|
|
Charter Fiberlink LA-CCO, LLC
|
| |
Delaware
|
| |
20-0709283
|
|
Exact Name of Additional Registrant Guarantor as Specified in its Charter
|
| |
Jurisdiction of
Incorporation or Organization |
| |
IRS Employer
Identification Number |
|
Charter Fiberlink MA-CCO, LLC
|
| |
Delaware
|
| |
20-0258357
|
|
Charter Fiberlink MS-CCVI, LLC
|
| |
Delaware
|
| |
20-0709405
|
|
Charter Fiberlink NC-CCO, LLC
|
| |
Delaware
|
| |
20-0258604
|
|
Charter Fiberlink NH-CCO, LLC
|
| |
Delaware
|
| |
20-0709514
|
|
Charter Fiberlink NV-CCVII, LLC
|
| |
Delaware
|
| |
20-0474139
|
|
Charter Fiberlink NY-CCO, LLC
|
| |
Delaware
|
| |
20-0426827
|
|
Charter Fiberlink OR-CCVII, LLC
|
| |
Delaware
|
| |
20-0474232
|
|
Charter Fiberlink SC-CCO, LLC
|
| |
Delaware
|
| |
43-1943037
|
|
Charter Fiberlink TX-CCO, LLC
|
| |
Delaware
|
| |
43-1943038
|
|
Charter Fiberlink VA-CCO, LLC
|
| |
Delaware
|
| |
20-0709822
|
|
Charter Fiberlink VT-CCO, LLC
|
| |
Delaware
|
| |
20-0258644
|
|
Charter Fiberlink WA-CCVII, LLC
|
| |
Delaware
|
| |
20-0474261
|
|
Charter IP Enabled Services, LLC
|
| |
Delaware
|
| |
92-3313105
|
|
Charter Leasing Holding Company, LLC
|
| |
Delaware
|
| |
47-4669203
|
|
Charter Procurement Leasing, LLC
|
| |
Delaware
|
| |
47-4657690
|
|
DukeNet Communications, LLC
|
| |
Delaware
|
| |
27-2985707
|
|
Innovar Media LLC
|
| |
Delaware
|
| |
46-5437739
|
|
Marcus Cable Associates, L.L.C.
|
| |
Delaware
|
| |
75-2775560
|
|
Spectrum Advanced Services, LLC
|
| |
Delaware
|
| |
26-0354307
|
|
Spectrum Fiberlink Florida, LLC
|
| |
Delaware
|
| |
84-4375530
|
|
Spectrum Gulf Coast, LLC
|
| |
Delaware
|
| |
45-4608769
|
|
Spectrum Mid-America, LLC
|
| |
Delaware
|
| |
45-4593320
|
|
Spectrum Mobile Equipment, LLC
|
| |
Delaware
|
| |
82-3887201
|
|
Spectrum Mobile, LLC
|
| |
Delaware
|
| |
82-2492552
|
|
Spectrum New York Metro, LLC
|
| |
Delaware
|
| |
45-4593291
|
|
Spectrum NLP, LLC
|
| |
Delaware
|
| |
45-1560311
|
|
Spectrum Northeast, LLC
|
| |
Delaware
|
| |
45-4593341
|
|
Spectrum Oceanic, LLC
|
| |
Delaware
|
| |
45-4593273
|
|
Spectrum Originals Development, LLC
|
| |
Delaware
|
| |
83-1623014
|
|
Spectrum Originals, LLC
|
| |
Delaware
|
| |
82-3414467
|
|
Spectrum Pacific West, LLC
|
| |
Delaware
|
| |
45-4593361
|
|
Spectrum Reach, LLC
|
| |
Delaware
|
| |
27-4633156
|
|
Spectrum RSN, LLC
|
| |
Delaware
|
| |
83-1611206
|
|
Spectrum SN, LLC
|
| |
Delaware
|
| |
93-1943164
|
|
Spectrum Southeast, LLC
|
| |
Delaware
|
| |
45-4608839
|
|
Spectrum SportsNet, LLC
|
| |
Delaware
|
| |
93-1958585
|
|
Spectrum Sunshine State, LLC
|
| |
Delaware
|
| |
02-0636401
|
|
Spectrum TV Essentials, LLC
|
| |
Delaware
|
| |
83-4704194
|
|
Spectrum Wireless Holdings, LLC
|
| |
Delaware
|
| |
83-1856732
|
|
Time Warner Cable Business LLC
|
| |
Delaware
|
| |
35-2466312
|
|
Time Warner Cable Enterprises LLC
|
| |
Delaware
|
| |
45-4854395
|
|
Exact Name of Additional Registrant Guarantor as Specified in its Charter
|
| |
Jurisdiction of
Incorporation or Organization |
| |
IRS Employer
Identification Number |
|
Time Warner Cable Information Services (Alabama), LLC
|
| |
Delaware
|
| |
20-0639409
|
|
Time Warner Cable Information Services (Arizona), LLC
|
| |
Delaware
|
| |
20-4370232
|
|
Time Warner Cable Information Services (California), LLC
|
| |
Delaware
|
| |
20-0162970
|
|
Time Warner Cable Information Services (Colorado), LLC
|
| |
Delaware
|
| |
26-2375439
|
|
Time Warner Cable Information Services (Hawaii), LLC
|
| |
Delaware
|
| |
20-0162993
|
|
Time Warner Cable Information Services (Idaho), LLC
|
| |
Delaware
|
| |
20-8254896
|
|
Time Warner Cable Information Services (Illinois), LLC
|
| |
Delaware
|
| |
26-2375576
|
|
Time Warner Cable Information Services (Indiana), LLC
|
| |
Delaware
|
| |
20-1618562
|
|
Time Warner Cable Information Services (Kansas), LLC
|
| |
Delaware
|
| |
20-0163009
|
|
Time Warner Cable Information Services (Kentucky), LLC
|
| |
Delaware
|
| |
20-4370430
|
|
Time Warner Cable Information Services (Maine), LLC
|
| |
Delaware
|
| |
48-1296576
|
|
Time Warner Cable Information Services (Massachusetts), LLC
|
| |
Delaware
|
| |
20-0639517
|
|
Time Warner Cable Information Services (Michigan), LLC
|
| |
Delaware
|
| |
26-2376102
|
|
Time Warner Cable Information Services (Missouri), LLC
|
| |
Delaware
|
| |
20-0163031
|
|
Time Warner Cable Information Services (Nebraska), LLC
|
| |
Delaware
|
| |
20-0597251
|
|
Time Warner Cable Information Services (New Hampshire), LLC
|
| |
Delaware
|
| |
20-0834759
|
|
Time Warner Cable Information Services (New Jersey), LLC
|
| |
Delaware
|
| |
20-0605091
|
|
Time Warner Cable Information Services (New Mexico), LLC
|
| |
Delaware
|
| |
20-8244978
|
|
Time Warner Cable Information Services (New York), LLC
|
| |
Delaware
|
| |
06-1530234
|
|
Time Warner Cable Information Services (North Carolina), LLC
|
| |
Delaware
|
| |
05-0563203
|
|
Time Warner Cable Information Services (Ohio), LLC
|
| |
Delaware
|
| |
20-0163449
|
|
Time Warner Cable Information Services (Pennsylvania), LLC
|
| |
Delaware
|
| |
20-0639607
|
|
Time Warner Cable Information Services (South Carolina), LLC
|
| |
Delaware
|
| |
20-0163480
|
|
Time Warner Cable Information Services (Tennessee), LLC
|
| |
Delaware
|
| |
20-0639795
|
|
Time Warner Cable Information Services (Texas), LLC
|
| |
Delaware
|
| |
20-0095157
|
|
Time Warner Cable Information Services (Virginia), LLC
|
| |
Delaware
|
| |
20-4370738
|
|
Time Warner Cable Information Services (Washington), LLC
|
| |
Delaware
|
| |
20-5690377
|
|
Time Warner Cable Information Services (West Virginia), LLC
|
| |
Delaware
|
| |
20-1620308
|
|
Time Warner Cable Information Services (Wisconsin), LLC
|
| |
Delaware
|
| |
20-0163685
|
|
Time Warner Cable, LLC
|
| |
Delaware
|
| |
81-2545593
|
|
TWC Administration LLC
|
| |
Delaware
|
| |
90-0882471
|
|
TWC Communications, LLC
|
| |
Delaware
|
| |
35-2205910
|
|
TWC IP Enabled Services, LLC
|
| |
Delaware
|
| |
92-3326637
|
|
TWC SEE Holdco LLC
|
| |
Delaware
|
| |
20-5421447
|
|
TWCIS Holdco LLC
|
| |
Delaware
|
| |
27-3481972
|
|
| | | | | ii | | | |
| | | | | iii | | | |
| | | | | iv | | | |
| | | | | iv | | | |
| | | | | 1 | | | |
| | | | | 3 | | | |
| | | | | 3 | | | |
| | | | | 3 | | | |
| | | | | 4 | | | |
| | | | | 4 | | |
|
SEC registration fee
|
| | | $ | * | | |
|
Accounting fees and expenses
|
| | | | ** | | |
|
Legal fees and expenses
|
| | | | ** | | |
|
Printing fees and expenses
|
| | | | ** | | |
|
Total
|
| | | $ | ** | | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Christopher L. Winfrey
Christopher L. Winfrey
|
| |
President and Chief Executive Officer
(Principal Executive Officer) |
| |
October 30, 2023
|
|
|
/s/ Jessica M. Fischer
Jessica M. Fischer
|
| |
Chief Financial Officer
(Principal Financial Officer) |
| |
October 30, 2023
|
|
|
/s/ Kevin D. Howard
Kevin D. Howard
|
| |
Executive Vice President,
Chief Accounting Officer and Controller (Principal Accounting Officer) |
| |
October 30, 2023
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Christopher L. Winfrey
Christopher L. Winfrey
|
| |
President and Chief Executive Officer
(Principal Executive Officer) |
| |
October 30, 2023
|
|
|
/s/ Jessica M. Fischer
Jessica M. Fischer
|
| |
Chief Financial Officer
(Principal Financial Officer) |
| |
October 30, 2023
|
|
|
/s/ Kevin D. Howard
Kevin D. Howard
|
| |
Executive Vice President,
Chief Accounting Officer and Controller (Principal Accounting Officer) |
| |
October 30, 2023
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Christopher L. Winfrey
Christopher L. Winfrey
|
| |
President and Chief Executive Officer
(Principal Executive Officer) |
| |
October 30, 2023
|
|
|
/s/ Jessica M. Fischer
Jessica M. Fischer
|
| |
Chief Financial Officer
(Principal Financial Officer) |
| |
October 30, 2023
|
|
|
/s/ Kevin D. Howard
Kevin D. Howard
|
| |
Executive Vice President,
Chief Accounting Officer and Controller (Principal Accounting Officer) |
| |
October 30, 2023
|
|
|
/s/ Thomas M. Rutledge
Thomas M. Rutledge
|
| |
Executive Chairman
|
| |
October 30, 2023
|
|
|
/s/ Eric L. Zinterhofer
Eric L. Zinterhofer
|
| |
Lead Independent Director
|
| |
October 30, 2023
|
|
|
/s/ W. Lance Conn
W. Lance Conn
|
| |
Director
|
| |
October 30, 2023
|
|
|
/s/ Kim C. Goodman
Kim C. Goodman
|
| |
Director
|
| |
October 30, 2023
|
|
|
/s/ Craig A. Jacobson
Craig A. Jacobson
|
| |
Director
|
| |
October 30, 2023
|
|
|
/s/ Gregory B. Maffei
Gregory B. Maffei
|
| |
Director
|
| |
October 30, 2023
|
|
|
/s/ John D. Markley, Jr.
John D. Markley, Jr.
|
| |
Director
|
| |
October 30, 2023
|
|
|
/s/ David C. Merritt
David C. Merritt
|
| |
Director
|
| |
October 30, 2023
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ James E. Meyer
James E. Meyer
|
| |
Director
|
| |
October 30, 2023
|
|
|
/s/ Steven A. Miron
Steven A. Miron
|
| |
Director
|
| |
October 30, 2023
|
|
|
/s/ Balan Nair
Balan Nair
|
| |
Director
|
| |
October 30, 2023
|
|
|
/s/ Michael Newhouse
Michael Newhouse
|
| |
Director
|
| |
October 30, 2023
|
|
|
/s/ Mauricio Ramos
Mauricio Ramos
|
| |
Director
|
| |
October 30, 2023
|
|
Exhibit 4.7
ELEVENTH SUPPLEMENTAL INDENTURE
ELEVENTH SUPPLEMENTAL INDENTURE, dated as of July 27, 2018 (this “Supplemental Indenture”), among Charter Communications Operating, LLC, a Delaware limited liability company (“CCO”), Charter Communications Operating Capital Corp., a Delaware corporation (together with CCO, the “Issuers”), CCO Holdings, LLC, a Delaware limited liability company (the “Parent Guarantor”), the subsidiary guarantors named on Schedule I hereto (collectively with the Parent Guarantor, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”) under the Indenture referred to below.
W I T N E S S E T H:
WHEREAS, the Issuers and CCO Safari II, LLC, a Delaware limited liability company, have heretofore executed and delivered to the Trustee an Indenture, dated as of July 23, 2015, as amended by the First Supplemental Indenture, dated as of July 23, 2015, the Second Supplemental Indenture, dated as of May 18, 2016, the Third Supplemental Indenture, dated as of May 18, 2016, the Fourth Supplemental Indenture, dated as of November 1, 2016, the Fifth Supplemental Indenture, dated as of April 20, 2017, the Sixth Supplemental Indenture, dated as of July 6, 2017, the Seventh Supplemental Indenture, dated as of September 18, 2017, the Eighth Supplemental Indenture, dated as of December 21, 2017, the Ninth Supplemental Indenture, dated as of April 17, 2018, and the Tenth Supplemental Indenture, dated as of July 3, 2018 (as amended, supplemented or otherwise modified, the “Indenture”), providing for the issuance of the Issuers’ Notes;
WHEREAS, the Issuers desire to add Spectrum Originals Development, LLC and Spectrum Mobile Equipment, LLC (together, the “New Guarantors”) as Note Guarantors under the Indenture;
WHEREAS, pursuant to Section 9.01(4) of the Indenture, the Issuers, the Guarantors, the Trustee and the Collateral Agent are authorized to execute and deliver this Supplemental Indenture to add the Note Guarantees by the New Guarantors;
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuers, the Guarantors, the Trustee and the Collateral Agent mutually covenant and agree for the equal and ratable benefit of Holders as follows:
1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
2. Agreement to Guarantee. Each of the New Guarantors hereby agrees, jointly and severally with each other and all existing guarantors (if any), to unconditionally guarantee the Issuers’ Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Note Guarantor under the Indenture until released pursuant to the terms of the Indenture. Each of the New Guarantors will be entitled to the benefits set forth in Article 10 of the Indenture, including the release provisions set forth in Section 10.02(b) thereof.
1
3. Notices. All notices or other communications to the New Guarantors shall be given as provided in Section 12.02 of the Indenture.
4. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby.
5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
6. Trustee Makes No Representation. The recitals contained herein shall be taken as the statements of the Issuers, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
8. Effect of Headings. The section headings herein are for convenience only and shall not affect the construction hereof.
2
IN WITNESS WHEREOF, the parties hereto have caused this Eleventh Supplemental Indenture to be duly executed as of the date first above written.
CHARTER COMMUNICATIONS OPERATING, LLC | |||
By: | /s/ Daniel J. Bollinger | ||
Name: | Daniel J. Bollinger | ||
Title: | Vice President, Associate General Counsel and Assistant Corporate Secretary | ||
CHARTER COMMUNICATIONS OPERATING CAPITAL CORP. | |||
By: | /s/ Daniel J. Bollinger | ||
Name: | Daniel J. Bollinger | ||
Title: | Vice President, Associate General Counsel and Assistant Corporate Secretary | ||
CCO HOLDINGS, LLC | |||
By: | /s/ Daniel J. Bollinger | ||
Name: | Daniel J. Bollinger | ||
Title: | Vice President, Associate General Counsel and Assistant Corporate Secretary | ||
THE SUBSIDIARY GUARANTORS NAMED ON SCHEDULE I HERETO | |||
By: | /s/ Daniel J. Bollinger | ||
Name: | Daniel J. Bollinger | ||
Title: | Vice President, Associate General Counsel and Assistant Corporate Secretary |
[Signature Page to Eleventh Supplemental Indenture]
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee | ||
By: | /s/ Karen Yu | |
Name: Karen Yu | ||
Title: Vice President | ||
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Collateral Agent | ||
By: | /s/ Karen Yu | |
Name: Karen Yu | ||
Title: Vice President |
[Signature Page to Eleventh Supplemental Indenture]
Schedule I
Subsidiary Guarantors
AdCast North Carolina Cable Advertising, LLC
Alabanza LLC
America’s Job Exchange LLC
Athens Cablevision, LLC
BHN Spectrum Investments, LLC
Bresnan Broadband Holdings, LLC
Bresnan Broadband of Colorado, LLC
Bresnan Broadband of Montana, LLC
Bresnan Broadband of Utah, LLC
Bresnan Broadband of Wyoming, LLC
Bresnan Communications, LLC
Bresnan Digital Services, LLC
Bresnan Microwave of Montana, LLC
Bright House Networks Information Services (Alabama), LLC
Bright House Networks Information Services (California), LLC
Bright House Networks Information Services (Florida), LLC
Bright House Networks Information Services (Indiana), LLC
Bright House Networks Information Services (Michigan), LLC
Bright House Networks, LLC
Cable Equities Colorado, LLC
Cable Equities of Colorado Management LLC
CC 10, LLC
CC Fiberlink, LLC
CC Michigan, LLC
CC Systems, LLC
CC V Holdings, LLC
CC VI Fiberlink, LLC
CC VI Operating Company, LLC
CC VII Fiberlink, LLC
CC VIII Fiberlink, LLC
CC VIII Holdings, LLC
CC VIII Operating, LLC
CC VIII, LLC
CCO Fiberlink, LLC
CCO Holdco Transfers VII, LLC
CCO NR Holdings, LLC
CCO SoCal I, LLC
CCO SoCal II, LLC
CCO SoCal Vehicles, LLC
CCO Transfers, LLC
Charter Advanced Services (AL), LLC
Charter Advanced Services (CA), LLC
Charter Advanced Services (CO), LLC
I-1
Charter Advanced Services (CT), LLC
Charter Advanced Services (GA), LLC
Charter Advanced Services (IL), LLC
Charter Advanced Services (IN), LLC
Charter Advanced Services (KY), LLC
Charter Advanced Services (LA), LLC
Charter Advanced Services (MA), LLC
Charter Advanced Services (MD), LLC
Charter Advanced Services (MI), LLC
Charter Advanced Services (MN), LLC
Charter Advanced Services (MO), LLC
Charter Advanced Services (MS), LLC
Charter Advanced Services (MT), LLC
Charter Advanced Services (NC), LLC
Charter Advanced Services (NE), LLC
Charter Advanced Services (NH), LLC
Charter Advanced Services (NV), LLC
Charter Advanced Services (NY), LLC
Charter Advanced Services (OH), LLC
Charter Advanced Services (OR), LLC
Charter Advanced Services (PA), LLC
Charter Advanced Services (SC), LLC
Charter Advanced Services (TN), LLC
Charter Advanced Services (TX), LLC
Charter Advanced Services (UT), LLC
Charter Advanced Services (VA), LLC
Charter Advanced Services (VT), LLC
Charter Advanced Services (WA), LLC
Charter Advanced Services (WI), LLC
Charter Advanced Services (WV), LLC
Charter Advanced Services (WY), LLC
Charter Advanced Services VIII (MI), LLC
Charter Advanced Services VIII (MN), LLC
Charter Advanced Services VIII (WI), LLC
Charter Advertising of Saint Louis, LLC
Charter Cable Operating Company, LLC
Charter Cable Partners, LLC
Charter Communications Entertainment I, LLC
Charter Communications Entertainment, LLC
Charter Communications Properties LLC
Charter Communications Ventures, LLC
Charter Communications VI, L.L.C.
Charter Communications VII, LLC
Charter Communications, LLC
Charter Distribution, LLC
Charter Fiberlink – Alabama, LLC
I-2
Charter Fiberlink – Georgia, LLC
Charter Fiberlink – Illinois, LLC
Charter Fiberlink – Maryland II, LLC
Charter Fiberlink – Michigan, LLC
Charter Fiberlink – Missouri, LLC
Charter Fiberlink – Nebraska, LLC
Charter Fiberlink – Pennsylvania, LLC
Charter Fiberlink – Tennessee, LLC
Charter Fiberlink AR-CCVII, LLC
Charter Fiberlink CA-CCO, LLC
Charter Fiberlink CC VIII, LLC
Charter Fiberlink CCO, LLC
Charter Fiberlink CT-CCO, LLC
Charter Fiberlink LA-CCO, LLC
Charter Fiberlink MA-CCO, LLC
Charter Fiberlink MS-CCVI, LLC
Charter Fiberlink NC-CCO, LLC
Charter Fiberlink NH-CCO, LLC
Charter Fiberlink NV-CCVII, LLC
Charter Fiberlink NY-CCO, LLC
Charter Fiberlink OH-CCO, LLC
Charter Fiberlink OR-CCVII, LLC
Charter Fiberlink SC-CCO, LLC
Charter Fiberlink TX-CCO, LLC
Charter Fiberlink VA-CCO, LLC
Charter Fiberlink VT-CCO, LLC
Charter Fiberlink WA-CCVII, LLC
Charter Helicon, LLC
Charter Leasing Holding Company, LLC
Charter Leasing of Wisconsin, LLC
Charter Stores FCN, LLC
Charter Video Electronics, LLC
DukeNet Communications Holdings, LLC
DukeNet Communications, LLC
Falcon Cable Communications, LLC
Falcon Cable Media, a California Limited Partnership
Falcon Cable Systems Company II, L.P.
Falcon Cablevision, a California Limited Partnership
Falcon Community Cable, L.P.
Falcon Community Ventures I Limited Partnership
Falcon First Cable of the Southeast, LLC
Falcon First, LLC
Falcon Telecable, a California Limited Partnership
Falcon Video Communications, L.P.
Helicon Partners I, L.P.
Hometown T.V., LLC
I-3
HPI Acquisition Co. LLC
ICI Holdings, LLC
Insight Blocker LLC
Insight Capital LLC
Insight Communications Company, L.P.
Insight Communications Midwest, LLC
Insight Communications of Central Ohio, LLC
Insight Communications of Kentucky, L.P.
Insight Interactive, LLC
Insight Kentucky Capital, LLC
Insight Kentucky Partners I, L.P.
Insight Kentucky Partners II, L.P.
Insight Midwest Holdings, LLC
Insight Midwest, L.P.
Insight Phone of Indiana, LLC
Insight Phone of Kentucky, LLC
Insight Phone of Ohio, LLC
Interactive Cable Services, LLC
Interlink Communications Partners, LLC
Intrepid Acquisition LLC
Marcus Cable Associates, L.L.C.
Marcus Cable of Alabama, L.L.C.
Marcus Cable, LLC
Midwest Cable Communications, LLC
NaviSite LLC
New Wisconsin Procurement LLC
Oceanic Time Warner Cable LLC
Peachtree Cable TV, L.P.
Peachtree Cable TV, LLC
Renaissance Media LLC
Rifkin Acquisition Partners, LLC
Robin Media Group, LLC
Scottsboro TV Cable, LLC
Spectrum Mobile, LLC
Spectrum Mobile Equipment, LLC
Spectrum Originals, LLC
Spectrum Originals Development, LLC
Spectrum Security, LLC
The Helicon Group, L.P.
Time Warner Cable Business LLC
Time Warner Cable Enterprises LLC
Time Warner Cable Information Services (Alabama), LLC
Time Warner Cable Information Services (Arizona), LLC
Time Warner Cable Information Services (California), LLC
Time Warner Cable Information Services (Colorado), LLC
Time Warner Cable Information Services (Hawaii), LLC
I-4
Time Warner Cable Information Services (Idaho), LLC
Time Warner Cable Information Services (Illinois), LLC
Time Warner Cable Information Services (Indiana), LLC
Time Warner Cable Information Services (Kansas), LLC
Time Warner Cable Information Services (Kentucky), LLC
Time Warner Cable Information Services (Maine), LLC
Time Warner Cable Information Services (Massachusetts), LLC
Time Warner Cable Information Services (Michigan), LLC
Time Warner Cable Information Services (Missouri), LLC
Time Warner Cable Information Services (Nebraska), LLC
Time Warner Cable Information Services (New Hampshire), LLC
Time Warner Cable Information Services (New Jersey), LLC
Time Warner Cable Information Services (New Mexico), LLC
Time Warner Cable Information Services (New York), LLC
Time Warner Cable Information Services (North Carolina), LLC
Time Warner Cable Information Services (Ohio), LLC
Time Warner Cable Information Services (Pennsylvania), LLC
Time Warner Cable Information Services (South Carolina), LLC
Time Warner Cable Information Services (Tennessee), LLC
Time Warner Cable Information Services (Texas), LLC
Time Warner Cable Information Services (Virginia), LLC
Time Warner Cable Information Services (Washington), LLC
Time Warner Cable Information Services (West Virginia), LLC
Time Warner Cable Information Services (Wisconsin), LLC
Time Warner Cable International LLC
Time Warner Cable Internet Holdings III LLC
Time Warner Cable Internet Holdings LLC
Time Warner Cable Internet LLC
Time Warner Cable, LLC
Time Warner Cable Media LLC
Time Warner Cable Midwest LLC
Time Warner Cable New York City LLC
Time Warner Cable Northeast LLC
Time Warner Cable Pacific West LLC
Time Warner Cable Southeast LLC
Time Warner Cable Sports LLC
Time Warner Cable Texas LLC
TWC Administration LLC
TWC Communications, LLC
TWC Digital Phone LLC
TWC Media Blocker LLC
TWC News and Local Programming Holdco LLC
TWC News and Local Programming LLC
TWC Regional Sports Network I LLC
TWC Regional Sports Network II LLC
TWC SEE Holdco LLC
I-5
TWC Wireless LLC
TWC/Charter Dallas Cable Advertising, LLC
TWC/Charter Green Bay Cable Advertising, LLC
TWC/Charter Los Angeles Cable Advertising, LLC
TWCIS Holdco LLC
Vista Broadband Communications, LLC
Wisconsin Procurement Holdco LLC
I-6
Exhibit 4.8
THIRTEENTH SUPPLEMENTAL INDENTURE
THIRTEENTH SUPPLEMENTAL INDENTURE, dated as of June 21, 2019 (this “Supplemental Indenture”), among Charter Communications Operating, LLC, a Delaware limited liability company (“CCO”), Charter Communications Operating Capital Corp., a Delaware corporation (together with CCO, the “Issuers”), CCO Holdings, LLC, a Delaware limited liability company (the “Parent Guarantor”), the subsidiary guarantors named on Schedule I hereto (collectively with the Parent Guarantor, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”) under the Indenture referred to below.
W I T N E S S E T H:
WHEREAS, the Issuers and CCO Safari II, LLC, a Delaware limited liability company, have heretofore executed and delivered to the Trustee an Indenture, dated as of July 23, 2015, as amended by the First Supplemental Indenture, dated as of July 23, 2015, the Second Supplemental Indenture, dated as of May 18, 2016, the Third Supplemental Indenture, dated as of May 18, 2016, the Fourth Supplemental Indenture, dated as of November 1, 2016, the Fifth Supplemental Indenture, dated as of April 20, 2017, the Sixth Supplemental Indenture, dated as of July 6, 2017, the Seventh Supplemental Indenture, dated as of September 18, 2017, the Eighth Supplemental Indenture, dated as of December 21, 2017, the Ninth Supplemental Indenture, dated as of April 17, 2018, the Tenth Supplemental Indenture, dated as of July 3, 2018, the Eleventh Supplemental Indenture, dated as of July 27, 2018, the Twelfth Supplemental Indenture, dated as of January 17, 2019 (as amended, supplemented or otherwise modified, the “Indenture”), providing for the issuance of the Issuers’ Notes;
WHEREAS, the Issuers desire to add Spectrum TV Essentials, LLC, Spectrum Wireless Holdings, LLC and TC Technology LLC (collectively, the “New Guarantors”) as Note Guarantors under the Indenture;
WHEREAS, pursuant to Section 9.01(4) of the Indenture, the Issuers, the Guarantors, the Trustee and the Collateral Agent are authorized to execute and deliver this Supplemental Indenture to add the Note Guarantees by the New Guarantors;
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuers, the Guarantors, the Trustee and the Collateral Agent mutually covenant and agree for the equal and ratable benefit of Holders as follows:
1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
1
2. Agreement to Guarantee. Each of the New Guarantors hereby agrees, jointly and severally with each other and all existing guarantors (if any), to unconditionally guarantee the Issuers’ Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Note Guarantor under the Indenture until released pursuant to the terms of the Indenture. Each of the New Guarantors will be entitled to the benefits set forth in Article 10 of the Indenture, including the release provisions set forth in Section 10.02(b) thereof.
3. Notices. All notices or other communications to the New Guarantors shall be given as provided in Section 12.02 of the Indenture.
4. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby.
5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
6. Trustee Makes No Representation. The recitals contained herein shall be taken as the statements of the Issuers, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
8. Effect of Headings. The section headings herein are for convenience only and shall not affect the construction hereof.
2
IN WITNESS WHEREOF, the parties hereto have caused this Thirteenth Supplemental Indenture to be duly executed as of the date first above written.
CHARTER COMMUNICATIONS OPERATING, LLC | |||
By: | /s/ Jessica Fischer | ||
Name: | Jessica Fischer | ||
Title: | Senior Vice President, Finance, and Corporate Treasuer | ||
CHARTER COMMUNICATIONS OPERATING CAPITAL CORP. | |||
By: | /s/ Jessica Fischer | ||
Name: | Jessica Fischer | ||
Title: | Senior Vice President, Finance, and Corporate Treasuer | ||
CCO HOLDINGS, LLC | |||
By: | /s/ Jessica Fischer | ||
Name: | Jessica Fischer | ||
Title: | Senior Vice President, Finance, and Corporate Treasuer | ||
THE SUBSIDIARY GUARANTORS NAMED ON SCHEDULE I HERETO | |||
By: | /s/ Jessica Fischer | ||
Name: | Jessica Fischer | ||
Title: | Senior Vice President, Finance, and Corporate Treasuer |
I-1
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee | ||
By: | /S/ Karen Yu | |
Name: Karen Yu | ||
Title: Vice President | ||
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Collateral Agent | ||
By: | /S/ Karen Yu | |
Name: Karen Yu | ||
Title: Vice President |
I-2
Schedule I
Subsidiary Guarantors
Alabanza LLC
America’s Job Exchange LLC
Bresnan Broadband Holdings, LLC
Bresnan Broadband of Colorado, LLC
Bresnan Broadband of Montana, LLC
Bresnan Broadband of Utah, LLC
Bresnan Broadband of Wyoming, LLC
Bresnan Digital Services, LLC
Bresnan Microwave of Montana, LLC
Bright House Networks Information Services (Alabama), LLC
Bright House Networks Information Services (California), LLC
Bright House Networks Information Services (Florida), LLC
Bright House Networks Information Services (Indiana), LLC
Bright House Networks Information Services (Michigan), LLC
Bright House Networks, LLC
CC Fiberlink, LLC
CC Systems, LLC
CC VI Fiberlink, LLC
CC VII Fiberlink, LLC
CCO Fiberlink, LLC
CCO NR Holdings, LLC
CCO Transfers, LLC
Charter Advanced Services (MN), LLC
Charter Advanced Services (MO), LLC
Charter Advanced Services VIII (MN), LLC
Charter Communications Entertainment I, LLC
Charter Communications VI, L.L.C.
Charter Communications VII, LLC
Charter Communications, LLC
Charter Distribution, LLC
Charter Fiberlink – Alabama, LLC
Charter Fiberlink – Georgia, LLC
Charter Fiberlink – Illinois, LLC
Charter Fiberlink – Maryland II, LLC
Charter Fiberlink – Michigan, LLC
Charter Fiberlink – Missouri, LLC
Charter Fiberlink – Nebraska, LLC
Charter Fiberlink – Tennessee, LLC
Charter Fiberlink CA-CCO, LLC
Charter Fiberlink CC VIII, LLC
Charter Fiberlink CCO, LLC
Charter Fiberlink CT-CCO, LLC
Charter Fiberlink LA-CCO, LLC
I-3
Charter Fiberlink MA-CCO, LLC
Charter Fiberlink MS-CCVI, LLC
Charter Fiberlink NC-CCO, LLC
Charter Fiberlink NH-CCO, LLC
Charter Fiberlink NV-CCVII, LLC
Charter Fiberlink NY-CCO, LLC
Charter Fiberlink OR-CCVII, LLC
Charter Fiberlink SC-CCO, LLC
Charter Fiberlink TX-CCO, LLC
Charter Fiberlink VA-CCO, LLC
Charter Fiberlink VT-CCO, LLC
Charter Fiberlink WA-CCVII, LLC
Charter Helicon, LLC
Charter Procurement Leasing, LLC
DukeNet Communications, LLC
Falcon Cable Communications, LLC
Helicon Partners I, L.P.
Intrepid Acquisition LLC
Marcus Cable Associates, L.L.C.
NaviSite LLC
Spectrum Advanced Services, LLC
Spectrum Gulf Coast, LLC
Spectrum Mid-America, LLC
Spectrum Mobile, LLC
Spectrum Mobile Equipment, LLC
Spectrum NLP, LLC
Spectrum Oceanic, LLC
Spectrum Originals, LLC
Spectrum Originals Development, LLC
Spectrum Pacific West, LLC
Spectrum RSN, LLC
Spectrum Security, LLC
Spectrum Southeast, LLC
Spectrum TV Essentials, LLC
Spectrum Wireless Holdings, LLC
TC Technology LLC
The Helicon Group, L.P.
Time Warner Cable Business LLC
Time Warner Cable Enterprises LLC
Time Warner Cable Information Services (Alabama), LLC
Time Warner Cable Information Services (Arizona), LLC
Time Warner Cable Information Services (California), LLC
Time Warner Cable Information Services (Colorado), LLC
Time Warner Cable Information Services (Hawaii), LLC
Time Warner Cable Information Services (Idaho), LLC
Time Warner Cable Information Services (Illinois), LLC
I-4
Time Warner Cable Information Services (Indiana), LLC
Time Warner Cable Information Services (Kansas), LLC
Time Warner Cable Information Services (Kentucky), LLC
Time Warner Cable Information Services (Maine), LLC
Time Warner Cable Information Services (Massachusetts), LLC
Time Warner Cable Information Services (Michigan), LLC
Time Warner Cable Information Services (Missouri), LLC
Time Warner Cable Information Services (Nebraska), LLC
Time Warner Cable Information Services (New Hampshire), LLC
Time Warner Cable Information Services (New Jersey), LLC
Time Warner Cable Information Services (New Mexico), LLC
Time Warner Cable Information Services (New York), LLC
Time Warner Cable Information Services (North Carolina), LLC
Time Warner Cable Information Services (Ohio), LLC
Time Warner Cable Information Services (Pennsylvania), LLC
Time Warner Cable Information Services (South Carolina), LLC
Time Warner Cable Information Services (Tennessee), LLC
Time Warner Cable Information Services (Texas), LLC
Time Warner Cable Information Services (Virginia), LLC
Time Warner Cable Information Services (Washington), LLC
Time Warner Cable Information Services (West Virginia), LLC
Time Warner Cable Information Services (Wisconsin), LLC
Time Warner Cable, LLC
Time Warner Cable Media LLC
Time Warner Cable New York City LLC
Time Warner Cable Northeast LLC
TWC Administration LLC
TWC Communications, LLC
TWC Media Blocker LLC
TWC SEE Holdco LLC
TWC Wireless LLC
TWC/Charter Los Angeles Cable Advertising, LLC
TWCIS Holdco LLC
I-5
Exhibit 4.9
SEVENTEENTH SUPPLEMENTAL INDENTURE
SEVENTEENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 18, 2020 among Charter Communications Operating, LLC, a Delaware limited liability company (“CCO”), Charter Communications Operating Capital Corp., a Delaware corporation (together with CCO, the “Issuers”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”) under the Indenture referred to below.
W I T N E S S E T H:
WHEREAS, the Issuers and CCO Safari II, LLC, a Delaware limited liability company, have heretofore executed and delivered to the Trustee an indenture, dated as of July 23, 2015 (as amended, supplemented or otherwise modified, the “Indenture”), providing for the issuance of the Issuers’ Notes;
WHEREAS, Section 10.02(b)(ii) of the Indenture provides that a Note Guarantee by any Note Guarantor shall terminate and be of no further force or effect and such Note Guarantor shall be deemed to be released from all obligations under Article 10 of the Indenture at such time as such Note Guarantor is released or relieved as a guarantor of its obligations of an item of Indebtedness for Borrowed Money (whether by repayment or otherwise) and not an issuer or guarantor of any other Equally and Ratably Secured Indebtedness and ceases (or substantially concurrently will cease) to be the guarantor of any Equally and Ratably Secured Indebtedness (or such Subsidiary Guarantor’s obligations with respect to all Equally and Ratably Secured Indebtedness shall cease to exist substantially concurrently with such release of its Note Guarantee);
WHEREAS, as of the date hereof, each of the entities named on Schedule I hereto (the “Released Guarantors”) have been released from their obligations as guarantors under the Credit Agreement, and substantially concurrently herewith, each Released Guarantor will cease to be a guarantor of any Equally and Ratably Secured Indebtedness;
WHEREAS, pursuant to Section 9.01(12) of the Indenture, the Issuer, the Trustee and the Collateral Agent are authorized to execute and deliver this Supplemental Indenture to evidence the release of the Released Guarantors pursuant to the terms of the Indenture;
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuers, the Trustee and the Collateral Agent mutually covenant and agree for the equal and ratable benefit of Holders as follows:
1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
1
2. Release of Guarantee. The Trustee and the Collateral Agent hereby acknowledge, without recourse, representation or warranty, that the Note Guarantee of each of the Released Guarantors has been terminated as of the date hereof and shall be of no further force or effect, and each of the Released Guarantors has been released from all obligations under Article 10 of the Indenture.
3. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby.
4. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
5. Trustee Makes No Representation. The recitals contained herein shall be taken as the statements of the Issuers, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
6. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Each party hereto may execute this Supplemental Indenture electronically.
7. Effect of Headings. The section headings herein are for convenience only and shall not affect the construction hereof.
2
IN WITNESS WHEREOF, the parties hereto have caused this Seventeenth Supplemental Indenture to be duly executed as of the date first above written.
CHARTER COMMUNICATIONS OPERATING, LLC | ||
By: | /s/ Jessica M. Fischer | |
Name: Jessica M. Fischer | ||
Title: Senior Vice President – Finance and Corporate Treasurer | ||
CHARTER COMMUNICATIONS OPERATING CAPITAL CORP. | ||
By: | /s/ Jessica M. Fischer | |
Name: Jessica M. Fischer | ||
Title: Senior Vice President – Finance and Corporate Treasurer |
I-1
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee | ||
By: | /s/ Julie Hoffman-Ramos | |
Name: Julie Hoffman-Ramo | ||
Title: Vice President | ||
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Collateral Agent | ||
By: | /s/ Julie Hoffman-Ramos | |
Name: Julie Hoffman-Ramo | ||
Title: Vice President |
I-2
Schedule I
Released Guarantors
Bresnan Broadband of Colorado, LLC
Bresnan Broadband of Montana, LLC
Bresnan Broadband of Utah, LLC
Bresnan Broadband of Wyoming, LLC
Bresnan Digital Services, LLC
Bright House Networks Information Services (Alabama), LLC
Bright House Networks Information Services (California), LLC
Bright House Networks Information Services (Florida), LLC
Bright House Networks Information Services (Indiana), LLC
Bright House Networks Information Services (Michigan), LLC
CC Fiberlink, LLC
CC VI Fiberlink, LLC
CC VII Fiberlink, LLC
CCO Fiberlink, LLC
Charter Fiberlink – Alabama, LLC
Charter Fiberlink – Georgia, LLC
Charter Fiberlink - Illinois, LLC
Charter Fiberlink – Maryland II, LLC
Charter Fiberlink – Michigan, LLC
Charter Fiberlink – Missouri, LLC
Charter Fiberlink – Nebraska, LLC
Charter Fiberlink – Tennessee, LLC
Charter Fiberlink CA-CCO, LLC
Charter Fiberlink CC VIII, LLC
Charter Fiberlink CCO, LLC
Charter Fiberlink CT-CCO, LLC
Charter Fiberlink LA-CCO, LLC
Charter Fiberlink MA-CCO, LLC
Charter Fiberlink MS-CCVI, LLC
Charter Fiberlink NC-CCO, LLC
Charter Fiberlink NH-CCO, LLC
Charter Fiberlink NV-CCVII, LLC
Charter Fiberlink NY-CCO, LLC
Charter Fiberlink OR-CCVII, LLC
Charter Fiberlink SC-CCO, LLC
Charter Fiberlink TX-CCO, LLC
Charter Fiberlink VA-CCO, LLC
Charter Fiberlink VT-CCO, LLC
Charter Fiberlink WA-CCVII, LLC
Time Warner Cable Business LLC
Time Warner Cable Information Services (Alabama), LLC
Time Warner Cable Information Services (Arizona), LLC
Time Warner Cable Information Services (California), LLC
I-3
Time Warner Cable Information Services (Colorado), LLC
Time Warner Cable Information Services (Hawaii), LLC
Time Warner Cable Information Services (Idaho), LLC
Time Warner Cable Information Services (Illinois), LLC
Time Warner Cable Information Services (Indiana), LLC
Time Warner Cable Information Services (Kansas), LLC
Time Warner Cable Information Services (Kentucky), LLC
Time Warner Cable Information Services (Maine), LLC
Time Warner Cable Information Services (Massachusetts), LLC
Time Warner Cable Information Services (Michigan), LLC
Time Warner Cable Information Services (Missouri), LLC
Time Warner Cable Information Services (Nebraska), LLC
Time Warner Cable Information Services (New Hampshire), LLC
Time Warner Cable Information Services (New Jersey), LLC
Time Warner Cable Information Services (New Mexico), LLC
Time Warner Cable Information Services (New York), LLC
Time Warner Cable Information Services (North Carolina), LLC
Time Warner Cable Information Services (Ohio), LLC
Time Warner Cable Information Services (Pennsylvania), LLC
Time Warner Cable Information Services (South Carolina), LLC
Time Warner Cable Information Services (Tennessee), LLC
Time Warner Cable Information Services (Texas), LLC
Time Warner Cable Information Services (Virginia), LLC
Time Warner Cable Information Services (Washington), LLC
Time Warner Cable Information Services (West Virginia), LLC
Time Warner Cable Information Services (Wisconsin), LLC
TWCIS Holdco LLC
I-4
Exhibit 5.1
601 Lexington Avenue New York, NY 10022 United States
+1 212 446 4800
www.kirkland.com |
Facsimile: +1 212 446 4900 |
October 30, 2023
Charter Communications, Inc.
Charter Communications Operating, LLC
Charter Communications Operating Capital Corp.
400 Washington Blvd.
Stamford, Connecticut 06902
Re: | Registration Statement on Form S-3ASR |
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special legal counsel to Charter Communications, Inc., a Delaware corporation, Charter Communications Operating, LLC, a Delaware limited liability company (“CCO”), Charter Communications Operating Capital Corp., a Delaware corporation (“CCO Capital” and, together with CCO, the “Issuers”), and each of the entities listed on Exhibit A hereto (the “Guarantors” and, together with the Issuers, the “Registrants”), in connection with the proposed registration by the Registrants under the Securities Act of 1933, as amended (the “Act”), on a Registration Statement on Form S-3ASR, and the documents incorporated by refence therein, filed with the Securities and Exchange Commission (the “Commission”) on October 30, 2023 (as such registration statement is amended or supplemented, the “Registration Statement”) for the offer and sale from time to time pursuant to Rule 415 under the Act of one or more series of debt securities (the “Securities”). The Securities may be issued by the Issuers in connection with an offering or offerings from time to time pursuant to the Registration Statement and will be offered on terms set forth in the Registration Statement and in the prospectus contained in the Registration Statement (the “Prospectus”) and in amounts, at prices and on other terms to be determined by the Issuers at the time of offering and to be set forth in an amendment or amendments to the Registration Statement and the Prospectus and in one or more supplements to the Prospectus (each, a “Prospectus Supplement”).
You have advised us that the Securities will be issued under an indenture, dated as of July 23, 2015, by and among the Issuers, CCO Safari II, LLC, and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”) and as collateral agent (as amended and supplemented through the date hereof, and as further amended and supplemented from time to time, the “Indenture”) and guaranteed (the “Guarantees”) by the applicable Guarantors.
Austin Bay Area Beijing Boston Brussels Chicago Dallas Hong Kong Houston London Los Angeles Miami Munich Paris Salt Lake City Shanghai Washington, D.C.
October 30, 2023
Page 2
The companies listed on Exhibit A hereto under the headings “Delaware Guarantors” are collectively referred to herein as the “Delaware Guarantors.” The companies listed on Exhibit A hereto under the heading “Other Guarantors” are collectively referred to herein as the “Other Guarantors.”
The Registration Statement provides that the Issuers may sell the Securities registered thereby (i) through underwriters or dealers, (ii) directly to one or more other purchasers, (iii) through agents or (iv) through a combination of any of these methods. The applicable Prospectus Supplement with respect to the Securities offered will set forth the terms of the offering of such Securities, including the name or names of any underwriters, dealers or agents, the purchase price of such Securities and the proceeds to the Issuers from such sale, any underwriting discounts and other items constituting underwriters’ compensation, any initial public offering price and any discounts, commissions or concessions allowed or reallowed or paid to dealers, and any bidding or auction process. If underwriters are used in an offering of Securities registered by the Registration Statement, the Registration Statement anticipates that the Issuers will sell such Securities pursuant to the terms of an underwriting agreement to be executed between the Issuers and underwriters that will be identified in the applicable Prospectus Supplement. We have assumed for purposes of this letter that the terms of the Underwriting Agreement will fall within the scope of the authorization adopted by the board of directors, sole director, board of managers, managing committee, manager, sole member or other applicable governing body, as applicable, of the Issuers and the applicable Guarantors (“Board Authorization”) and will receive the approvals required by that Board Authorization. The term “Underwriting Agreement” is used in this letter to mean an underwriting agreement in the form in which it will be actually executed by the Issuers and the underwriters with respect to a particular underwritten offering of Securities registered by the Registration Statement.
In connection therewith, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purpose of this opinion, including (i) the corporate and organizational documents of the Issuers and the Delaware Guarantors, (ii) minutes and records of the corporate proceedings of the Issuers and the Delaware Guarantors with respect to the Registration Statement, (iii) the Registration Statement, (iv) the Indenture (including the Guarantees) and (v) forms of the Securities. The term “Transaction Documents” is used in this letter to refer collectively to the Underwriting Agreement, the Indenture, the Securities and the Guarantees.
October 30, 2023
Page 3
For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto (other than the Issuers and the Delaware Guarantors), and the due authorization, execution and delivery of all documents by the parties thereto (other than the Issuers and the Delaware Guarantors). As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Issuers and the Guarantors.
We have also assumed that:
(i) | the Registration Statement shall have become effective pursuant to the provisions of the Act and will remain effective and comply with all applicable laws at the time the Securities are offered or issued as contemplated the Registration Statement; |
(ii) | a Prospectus Supplement or Prospectus Supplements with respect to the Securities shall have been filed (or transmitted for filing) with the Commission pursuant to Rule 424(b) of the Act and any exhibits necessary under the rules and regulations of the Commission shall have been filed with the Commission in an amendment to the Registration Statement or incorporated by reference into the Registration Statement pursuant to a Current Report on Form 8-K of the Issuers filed with the Commission and will comply with all applicable laws; |
(iii) | the Securities will be issued and sold in the manner stated in the Registration Statement, and in the form and containing the terms set forth in the Registration Statement and the Indenture; |
(iv) | the Guarantees have been duly authorized, executed and delivered by the Other Guarantors (to the extent they are party to the Indenture); |
(v) | a definitive Underwriting Agreement will have been duly authorized and validly executed and delivered by the Issuers, the Guarantors (to the extent they are party thereto) and the other parties thereto; |
(vi) | the terms of the Indenture are consistent with the description of the terms of such agreement set forth in the Registration Statement and in the Prospectus Supplement or Prospectus Supplements; |
(vii) | appropriate corporate action shall have been taken to authorize the issuance and sale of, and such authorization will not have been modified or rescinded; |
October 30, 2023
Page 4
(viii) | the issuance, sale and delivery of the Securities, the terms of the Securities and compliance by each of Issuers and the Guarantors (to the extent they are party to the Indenture) with the terms of the Securities will not violate any applicable law, any agreement or instrument then binding upon the Issuers or such Guarantors or any restriction imposed by any court or governmental body having jurisdiction over the Issuers or such Guarantors; |
(ix) | any legally required consents, approvals, authorizations and other orders of the Commission and any other regulatory authorities shall have been obtained; and |
(x) | there will not have occurred any change in law affecting the validity, legally binding character or enforceability of the Securities. |
Based upon and subject to the assumptions, qualifications and limitations identified in this opinion, we are of the opinion that when (i) the Securities have been duly executed, delivered and paid for in accordance with the Underwriting Agreement, (ii) the Indenture has been duly authorized, executed and delivered by the Issuers, the Guarantors (to the extent they are party thereto) and the Trustee, (iii) the Indenture has been qualified under the Trust Indenture Act of 1939, as amended and (iv) the Securities have been fully authenticated by the Trustee, the Securities will constitute legal, valid and binding obligations of the Issuers and the Guarantors (to the extent they are party thereto), enforceable against the Issuers and the Guarantors (to the extent they are party thereto) in accordance with their terms.
Each opinion in this letter that any particular contract constitutes a valid and binding agreement or is enforceable in accordance with its terms (each, an “enforceability opinion”) is subject to: (i) the effect of bankruptcy, insolvency, fraudulent conveyance and other similar laws and judicially developed doctrines in this area such as substantive consolidation and equitable subordination; (ii) the effect of general principles of equity; and (iii) other commonly recognized statutory and judicial constraints on enforceability including statutes of limitations. “General principles of equity” include but are not limited to: (A) principles limiting the availability of specific performance and injunctive relief; (B) principles which limit the availability of a remedy under certain circumstances where another remedy has been elected; (C) principles requiring reasonableness, good faith and fair dealing in the performance and enforcement of an agreement by the party seeking enforcement; (D) principles which may permit a party to cure a material failure to perform its obligations; and (E) principles affording equitable defenses such as waiver, laches and estoppel. It is possible that terms in a particular contract covered by our enforceability opinion may not prove enforceable for reasons other than those explicitly cited in this letter should an actual enforcement action be brought, but (subject to all the exceptions, qualifications, exclusions and other limitations contained in this letter) such unenforceability would not in our opinion prevent the party entitled to enforce that contract from realizing the principal benefits purported to be provided to that party by the terms in that contract which are covered by our enforceability opinion. In addition, none of the opinions or other advice contained in this letter covers or otherwise addresses any of the following types of provisions (or the enforceability thereof) which may be contained in the Transaction Documents: (i) provisions mandating contribution towards judgments or settlements among various parties; (ii) waivers of benefits and rights to the extent they cannot be waived under applicable law; (iii) provisions providing for liquidated damages, late charges and prepayment charges, in each case if deemed to constitute penalties; (iv) provisions which might require indemnification or contribution in violation of general principles of equity or public policy, including, without limitation, indemnification or contribution obligations which arise out of the failure to comply with applicable state or federal securities laws, rules or regulations; or (v) requirements in the Transaction Documents specifying that provisions thereof may only be waived in writing (these provisions may not be valid, binding or enforceable to the extent that an oral agreement or an implied agreement by trade practice or course of conduct has been created modifying any provision of such documents).
October 30, 2023
Page 5
Our advice on every legal issue addressed in this opinion is based exclusively on the internal law of the State of New York, the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act.
We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the issuance of the Securities.
This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion speaks only as of the date that the Registration Statement becomes effective under the Act, and we assume no obligation to revise or supplement this opinion should the present laws of the State of New York, the General Corporation Law of the State of Delaware or the Delaware Limited Liability Company Act be changed by legislative action, judicial decision or otherwise after the date hereof.
This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purposes.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours, | |
/s/ Kirkland & Ellis LLP | |
KIRKLAND & ELLIS LLP |
October 30, 2023
Page 6
EXHIBIT A
Guarantors
Delaware Guarantors:
Bresnan Broadband Holdings, LLC, a Delaware limited liability company
Bresnan Digital Services, LLC, a Delaware limited liability company
Bright House Networks Information Services (Alabama), LLC, a Delaware limited liability company
Bright House Networks Information Services (California), LLC, a Delaware limited liability company
Bright House Networks Information Services (Florida), LLC, a Delaware limited liability company
Bright House Networks Information Services (Indiana), LLC, a Delaware limited liability company
Bright House Networks Information Services (Michigan), LLC, a Delaware limited liability company
CC Fiberlink, LLC, a Delaware limited liability company
CC VI Fiberlink, LLC, a Delaware limited liability company
CC VII Fiberlink, LLC, a Delaware limited liability company
CCO Fiberlink, LLC, a Delaware limited liability company
CCO Holdings Capital Corp., a Delaware corporation
CCO Holdings, LLC, a Delaware limited liability company
CCO NR Holdings, LLC, a Delaware limited liability company
Charter Advanced Services (MO), LLC, a Delaware limited liability company
Charter Communications, Inc., a Delaware corporation
Charter Communications, LLC, a Delaware limited liability company
Charter Communications ASC, LLC, a Delaware limited liability company
Charter Communications SSC, LLC, a Delaware limited liability company
Charter Communications VI, L.L.C., a Delaware limited liability company
Charter Distribution, LLC, a Delaware limited liability company
Charter Fiberlink – Alabama, LLC, a Delaware limited liability company
Charter Fiberlink – Georgia, LLC, a Delaware limited liability company
Charter Fiberlink – Illinois, LLC, a Delaware limited liability company
Charter Fiberlink – Maryland II, LLC, a Delaware limited liability company
Charter Fiberlink – Michigan, LLC, a Delaware limited liability company
Charter Fiberlink – Missouri, LLC, a Delaware limited liability company
Charter Fiberlink – Nebraska, LLC, a Delaware limited liability company
Charter Fiberlink – Tennessee, LLC, a Delaware limited liability company
Charter Fiberlink CA-CCO, LLC, a Delaware limited liability company
Charter Fiberlink CC VIII, LLC, a Delaware limited liability company
Charter Fiberlink CCO, LLC, a Delaware limited liability company
Charter Fiberlink CT-CCO, LLC, a Delaware limited liability company
Charter Fiberlink LA-CCO, LLC, a Delaware limited liability company
Charter Fiberlink MA-CCO, LLC, a Delaware limited liability company
Charter Fiberlink MS-CCVI, LLC, a Delaware limited liability company
Charter Fiberlink NC-CCO, LLC, a Delaware limited liability company
Charter Fiberlink NH-CCO, LLC, a Delaware limited liability company
Charter Fiberlink NV-CCVII, LLC, a Delaware limited liability company
Charter Fiberlink NY-CCO, LLC, a Delaware limited liability company
Charter Fiberlink OR-CCVII, LLC, a Delaware limited liability company
Charter Fiberlink SC-CCO, LLC, a Delaware limited liability company
October 30, 2023
Page 7
Charter Fiberlink TX-CCO, LLC, a Delaware limited liability company
Charter Fiberlink VA-CCO, LLC, a Delaware limited liability company
Charter Fiberlink VT-CCO, LLC, a Delaware limited liability company
Charter Fiberlink WA-CCVII, LLC, a Delaware limited liability company
Charter IP Enabled Services, LLC, a Delaware limited liability company
Charter Leasing Holding Company, LLC, a Delaware limited liability company
Charter Procurement Leasing, LLC, a Delaware limited liability company
DukeNet Communications, LLC, a Delaware limited liability company
Innovar Media LLC, a Delaware limited liability company
Marcus Cable Associates, L.L.C., a Delaware limited liability company
Spectrum Advanced Services, LLC, a Delaware limited liability company
Spectrum Fiberlink Florida, LLC, a Delaware limited liability company
Spectrum Gulf Coast, LLC, a Delaware limited liability company
Spectrum Mid-America, LLC, a Delaware limited liability company
Spectrum Mobile Equipment, LLC, a Delaware limited liability company
Spectrum Mobile, LLC, a Delaware limited liability company
Spectrum New York Metro, LLC, a Delaware limited liability company
Spectrum NLP, LLC, a Delaware limited liability company
Spectrum Northeast, LLC, a Delaware limited liability company
Spectrum Oceanic, LLC, a Delaware limited liability company
Spectrum Originals Development, LLC, a Delaware limited liability company
Spectrum Originals, LLC, a Delaware limited liability company
Spectrum Pacific West, LLC, a Delaware limited liability company
Spectrum Reach, LLC, a Delaware limited liability company
Spectrum RSN, LLC, a Delaware limited liability company
Spectrum SN, LLC, a Delaware limited liability company
Spectrum Southeast, LLC, a Delaware limited liability company
Spectrum SportsNet LLC, a Delaware limited liability company
Spectrum Sunshine State, LLC, a Delaware limited liability company
Spectrum TV Essentials, LLC, a Delaware limited liability company
Spectrum Wireless Holdings, LLC, a Delaware limited liability company
Time Warner Cable Business LLC, a Delaware limited liability company
Time Warner Cable Enterprises LLC, a Delaware limited liability company
Time Warner Cable Information Services (Alabama), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Arizona), LLC, a Delaware limited liability company
Time Warner Cable Information Services (California), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Colorado), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Hawaii), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Idaho), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Illinois), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Indiana), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Kansas), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Kentucky), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Maine), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Massachusetts), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Michigan), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Missouri), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Nebraska), LLC, a Delaware limited liability company
October 30, 2023
Page 8
Time Warner Cable Information Services (New Hampshire), LLC, a Delaware limited liability company
Time Warner Cable Information Services (New Jersey), LLC, a Delaware limited liability company
Time Warner Cable Information Services (New Mexico) LLC, a Delaware limited liability company
Time Warner Cable Information Services (New York), LLC, a Delaware limited liability company
Time Warner Cable Information Services (North Carolina), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Ohio), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Pennsylvania), LLC, a Delaware limited liability company
Time Warner Cable Information Services (South Carolina), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Tennessee), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Texas), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Virginia), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Washington), LLC, a Delaware limited liability company
Time Warner Cable Information Services (West Virginia), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Wisconsin), LLC, a Delaware limited liability company
Time Warner Cable, LLC, a Delaware limited liability company
TWC Administration LLC, a Delaware limited liability company
TWC Communications, LLC, a Delaware limited liability company
TWC IP Enabled Services, LLC, a Delaware limited liability company
TWC SEE Holdco LLC, a Delaware limited liability company
TWCIS Holdco LLC, a Delaware limited liability company
Other Guarantors:
Bresnan Broadband of Colorado, LLC, a Colorado limited liability company
Bresnan Broadband of Montana, LLC, a Montana limited liability company
Bresnan Broadband of Utah, LLC, a Utah limited liability company
Bresnan Broadband of Wyoming, LLC, a Wyoming limited liability company
Exhibit 5.2
601 Lexington Avenue New York, NY 10022 United States
+1 212 446 4800
www.kirkland.com |
Facsimile: +1 212 446 4900 |
October 30, 2023
Charter Communications, Inc.
CCO Holdings, LLC
CCO Holdings Capital Corp.
400 Washington Blvd.
Stamford, Connecticut 06902
Re: | Registration Statement on Form S-3ASR |
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special legal counsel to Charter Communications, Inc., a Delaware corporation, CCO Holdings Capital Corp., a Delaware corporation (“CCOH Capital”), CCO Holdings, LLC, a Delaware limited liability company (“CCO Holdings” and, together with CCOH Capital, the “Issuers”), and each of the entities listed on Exhibit A hereto (the “Guarantors” and, together with the Issuers, the “Registrants”), in connection with the proposed registration by the Registrants under the Securities Act of 1933, as amended (the “Act”), on a Registration Statement on Form S-3ASR, and the documents incorporated by refence therein, filed with the Securities and Exchange Commission (the “Commission”) on October 30, 2023 (as such registration statement is amended or supplemented, the “Registration Statement”) for the offer and sale from time to time pursuant to Rule 415 under the Act of one or more series of debt securities (the “Securities”). The Securities may be issued by the Issuers in connection with an offering or offerings from time to time pursuant to the Registration Statement and will be offered on terms set forth in the Registration Statement and in the prospectus contained in the Registration Statement (the “Prospectus”) and in amounts, at prices and on other terms to be determined by the Issuers at the time of offering and to be set forth in an amendment or amendments to the Registration Statement and the Prospectus and in one or more supplements to the Prospectus (each, a “Prospectus Supplement”).
You have advised us that the Securities will be issued under an indenture, dated as of May 23, 2019, by and among the Issuers and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (as amended and supplemented through the date hereof, and as further amended and supplemented from time to time, the “Indenture”) and guaranteed (the “Guarantees”) by the applicable Guarantors.
Austin Bay Area Beijing Boston Brussels Chicago Dallas Hong Kong Houston London Los Angeles Miami Munich Paris Salt Lake City Shanghai Washington, D.C.
October 30, 2023
Page 2
The companies listed on Exhibit A hereto under the headings “Delaware Guarantors” are collectively referred to herein as the “Delaware Guarantors.” The companies listed on Exhibit A hereto under the heading “Other Guarantors” are collectively referred to herein as the “Other Guarantors.”
The Registration Statement provides that the Issuers may sell the Securities registered thereby (i) through underwriters or dealers, (ii) directly to one or more other purchasers, (iii) through agents or (iv) through a combination of any of these methods. The applicable Prospectus Supplement with respect to the Securities offered will set forth the terms of the offering of such Securities, including the name or names of any underwriters, dealers or agents, the purchase price of such Securities and the proceeds to the Issuers from such sale, any underwriting discounts and other items constituting underwriters’ compensation, any initial public offering price and any discounts, commissions or concessions allowed or reallowed or paid to dealers, and any bidding or auction process. If underwriters are used in an offering of Securities registered by the Registration Statement, the Registration Statement anticipates that the Issuers will sell such Securities pursuant to the terms of an underwriting agreement to be executed between the Issuers and underwriters that will be identified in the applicable Prospectus Supplement. We have assumed for purposes of this letter that the terms of the Underwriting Agreement will fall within the scope of the authorization adopted by the board of directors, sole director, board of managers, managing committee, manager, sole member or other applicable governing body, as applicable, of the Issuers and the applicable Guarantors (“Board Authorization”) and will receive the approvals required by that Board Authorization. The term “Underwriting Agreement” is used in this letter to mean an underwriting agreement in the form in which it will be actually executed by the Issuers and the underwriters with respect to a particular underwritten offering of Securities registered by the Registration Statement.
In connection therewith, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purpose of this opinion, including (i) the corporate and organizational documents of the Issuers and the Delaware Guarantors, (ii) minutes and records of the corporate proceedings of the Issuers and the Delaware Guarantors with respect to the Registration Statement, (iii) the Registration Statement, (iv) the Indenture (including the Guarantees) and (v) forms of the Securities. The term “Transaction Documents” is used in this letter to refer collectively to the Underwriting Agreement, the Indenture, the Securities and the Guarantees.
October 30, 2023
Page 3
For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto (other than the Issuers and the Delaware Guarantors), and the due authorization, execution and delivery of all documents by the parties thereto (other than the Issuers and the Delaware Guarantors). As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Issuers and the Guarantors.
We have also assumed that:
(i) | the Registration Statement shall have become effective pursuant to the provisions of the Act and will remain effective and comply with all applicable laws at the time the Securities are offered or issued as contemplated the Registration Statement; |
(ii) | a Prospectus Supplement or Prospectus Supplements with respect to the Securities shall have been filed (or transmitted for filing) with the Commission pursuant to Rule 424(b) of the Act and any exhibits necessary under the rules and regulations of the Commission shall have been filed with the Commission in an amendment to the Registration Statement or incorporated by reference into the Registration Statement pursuant to a Current Report on Form 8-K of the Issuers filed with the Commission and will comply with all applicable laws, |
(iii) | the Securities will be issued and sold in the manner stated in the Registration Statement, and in the form and containing the terms set forth in the Registration Statement and the Indenture; |
(iv) | the Guarantees have been duly authorized, executed and delivered by the Other Guarantors (to the extent they are party to the Indenture); |
(v) | a definitive Underwriting Agreement will have been duly authorized and validly executed and delivered by the Issuers, the Guarantors (to the extent they are party thereto) and the other parties thereto; |
(vi) | the terms of the Indenture are consistent with the description of the terms of such agreement set forth in the Registration Statement and in the Prospectus Supplement or Prospectus Supplements; |
(vii) | appropriate corporate action shall have been taken to authorize the issuance and sale of, and such authorization will not have been modified or rescinded; |
(viii) | the issuance, sale and delivery of the Securities, the terms of the Securities and compliance by each of Issuers and the Guarantors (to the extent they are party to the Indenture) with the terms of the Securities will not violate any applicable law, any agreement or instrument then binding upon the Issuers or such Guarantors or any restriction imposed by any court or governmental body having jurisdiction over the Issuers or such Guarantors; |
October 30, 2023
Page 4
(ix) | any legally required consents, approvals, authorizations and other orders of the Commission and any other regulatory authorities shall have been obtained; and |
(x) | there will not have occurred any change in law affecting the validity, legally binding character or enforceability of the Securities. |
Based upon and subject to the assumptions, qualifications and limitations identified in this opinion, we are of the opinion that when (i) the Securities have been duly executed, delivered and paid for in accordance with the Underwriting Agreement, (ii) the Indenture has been duly authorized, executed and delivered by the Issuers, the Guarantors (to the extent they are party thereto) and the Trustee, (iii) the Indenture has been qualified under the Trust Indenture Act of 1939, as amended and (iv) the Securities have been fully authenticated by the Trustee, the Securities will constitute legal, valid and binding obligations of the Issuers and the Guarantors (to the extent they are party thereto), enforceable against the Issuers and the Guarantors (to the extent they are party thereto) in accordance with their terms.
Each opinion in this letter that any particular contract constitutes a valid and binding agreement or is enforceable in accordance with its terms (each, an “enforceability opinion”) is subject to: (i) the effect of bankruptcy, insolvency, fraudulent conveyance and other similar laws and judicially developed doctrines in this area such as substantive consolidation and equitable subordination; (ii) the effect of general principles of equity; and (iii) other commonly recognized statutory and judicial constraints on enforceability including statutes of limitations. “General principles of equity” include but are not limited to: (A) principles limiting the availability of specific performance and injunctive relief; (B) principles which limit the availability of a remedy under certain circumstances where another remedy has been elected; (C) principles requiring reasonableness, good faith and fair dealing in the performance and enforcement of an agreement by the party seeking enforcement; (D) principles which may permit a party to cure a material failure to perform its obligations; and (E) principles affording equitable defenses such as waiver, laches and estoppel. It is possible that terms in a particular contract covered by our enforceability opinion may not prove enforceable for reasons other than those explicitly cited in this letter should an actual enforcement action be brought, but (subject to all the exceptions, qualifications, exclusions and other limitations contained in this letter) such unenforceability would not in our opinion prevent the party entitled to enforce that contract from realizing the principal benefits purported to be provided to that party by the terms in that contract which are covered by our enforceability opinion. In addition, none of the opinions or other advice contained in this letter covers or otherwise addresses any of the following types of provisions (or the enforceability thereof) which may be contained in the Transaction Documents: (i) provisions mandating contribution towards judgments or settlements among various parties; (ii) waivers of benefits and rights to the extent they cannot be waived under applicable law; (iii) provisions providing for liquidated damages, late charges and prepayment charges, in each case if deemed to constitute penalties; (iv) provisions which might require indemnification or contribution in violation of general principles of equity or public policy, including, without limitation, indemnification or contribution obligations which arise out of the failure to comply with applicable state or federal securities laws, rules or regulations; or (v) requirements in the Transaction Documents specifying that provisions thereof may only be waived in writing (these provisions may not be valid, binding or enforceable to the extent that an oral agreement or an implied agreement by trade practice or course of conduct has been created modifying any provision of such documents).
October 30, 2023
Page 5
Our advice on every legal issue addressed in this opinion is based exclusively on the internal law of the State of New York, the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act.
We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the issuance of the Securities.
This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion speaks only as of the date that the Registration Statement becomes effective under the Act, and we assume no obligation to revise or supplement this opinion should the present laws of the State of New York, the General Corporation Law of the State of Delaware or the Delaware Limited Liability Company Act be changed by legislative action, judicial decision or otherwise after the date hereof.
This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purposes.
We hereby consent to the filing of this opinion as Exhibit 5.2 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours, | |
/s/ Kirkland & Ellis LLP | |
KIRKLAND & ELLIS LLP |
October 30, 2023
Page 6
EXHIBIT A
Guarantors
Delaware Guarantors:
Bresnan Broadband Holdings, LLC, a Delaware limited liability company
Bresnan Digital Services, LLC, a Delaware limited liability company
Bright House Networks Information Services (Alabama), LLC, a Delaware limited liability company
Bright House Networks Information Services (California), LLC, a Delaware limited liability company
Bright House Networks Information Services (Florida), LLC, a Delaware limited liability company
Bright House Networks Information Services (Indiana), LLC, a Delaware limited liability company
Bright House Networks Information Services (Michigan), LLC, a Delaware limited liability company
CC Fiberlink, LLC, a Delaware limited liability company
CC VI Fiberlink, LLC, a Delaware limited liability company
CC VII Fiberlink, LLC, a Delaware limited liability company
CCO Fiberlink, LLC, a Delaware limited liability company
CCO NR Holdings, LLC, a Delaware limited liability company
Charter Advanced Services (MO), LLC, a Delaware limited liability company
Charter Communications, Inc., a Delaware corporation
Charter Communications, LLC, a Delaware limited liability company
Charter Communications ASC, LLC, a Delaware limited liability company
Charter Communications Operating, LLC, a Delaware limited liability company
Charter Communications Operating Capital Corp., a Delaware corporation
Charter Communications SSC, LLC, a Delaware limited liability company
Charter Communications VI, L.L.C., a Delaware limited liability company
Charter Distribution, LLC, a Delaware limited liability company
Charter Fiberlink – Alabama, LLC, a Delaware limited liability company
Charter Fiberlink – Georgia, LLC, a Delaware limited liability company
Charter Fiberlink – Illinois, LLC, a Delaware limited liability company
Charter Fiberlink – Maryland II, LLC, a Delaware limited liability company
Charter Fiberlink – Michigan, LLC, a Delaware limited liability company
Charter Fiberlink – Missouri, LLC, a Delaware limited liability company
Charter Fiberlink – Nebraska, LLC, a Delaware limited liability company
Charter Fiberlink – Tennessee, LLC, a Delaware limited liability company
Charter Fiberlink CA-CCO, LLC, a Delaware limited liability company
Charter Fiberlink CC VIII, LLC, a Delaware limited liability company
Charter Fiberlink CCO, LLC, a Delaware limited liability company
Charter Fiberlink CT-CCO, LLC, a Delaware limited liability company
Charter Fiberlink LA-CCO, LLC, a Delaware limited liability company
Charter Fiberlink MA-CCO, LLC, a Delaware limited liability company
Charter Fiberlink MS-CCVI, LLC, a Delaware limited liability company
Charter Fiberlink NC-CCO, LLC, a Delaware limited liability company
Charter Fiberlink NH-CCO, LLC, a Delaware limited liability company
Charter Fiberlink NV-CCVII, LLC, a Delaware limited liability company
Charter Fiberlink NY-CCO, LLC, a Delaware limited liability company
Charter Fiberlink OR-CCVII, LLC, a Delaware limited liability company
Charter Fiberlink SC-CCO, LLC, a Delaware limited liability company
October 30, 2023
Page 7
Charter Fiberlink TX-CCO, LLC, a Delaware limited liability company
Charter Fiberlink VA-CCO, LLC, a Delaware limited liability company
Charter Fiberlink VT-CCO, LLC, a Delaware limited liability company
Charter Fiberlink WA-CCVII, LLC, a Delaware limited liability company
Charter IP Enabled Services, LLC, a Delaware limited liability company
Charter Leasing Holding Company, LLC, a Delaware limited liability company
Charter Procurement Leasing, LLC, a Delaware limited liability company
DukeNet Communications, LLC, a Delaware limited liability company
Innovar Media LLC, a Delaware limited liability company
Marcus Cable Associates, L.L.C., a Delaware limited liability company
Spectrum Advanced Services, LLC, a Delaware limited liability company
Spectrum Fiberlink Florida, LLC, a Delaware limited liability company
Spectrum Gulf Coast, LLC, a Delaware limited liability company
Spectrum Mid-America, LLC, a Delaware limited liability company
Spectrum Mobile Equipment, LLC, a Delaware limited liability company
Spectrum Mobile, LLC, a Delaware limited liability company
Spectrum New York Metro, LLC, a Delaware limited liability company
Spectrum NLP, LLC, a Delaware limited liability company
Spectrum Northeast, LLC, a Delaware limited liability company
Spectrum Oceanic, LLC, a Delaware limited liability company
Spectrum Originals Development, LLC, a Delaware limited liability company
Spectrum Originals, LLC, a Delaware limited liability company
Spectrum Pacific West, LLC, a Delaware limited liability company
Spectrum Reach, LLC, a Delaware limited liability company
Spectrum RSN, LLC, a Delaware limited liability company
Spectrum SN, LLC, a Delaware limited liability company
Spectrum Southeast, LLC, a Delaware limited liability company
Spectrum SportsNet LLC, a Delaware limited liability company
Spectrum Sunshine State, LLC, a Delaware limited liability company
Spectrum TV Essentials, LLC, a Delaware limited liability company
Spectrum Wireless Holdings, LLC, a Delaware limited liability company
Time Warner Cable Business LLC, a Delaware limited liability company
Time Warner Cable Enterprises LLC, a Delaware limited liability company
Time Warner Cable Information Services (Alabama), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Arizona), LLC, a Delaware limited liability company
Time Warner Cable Information Services (California), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Colorado), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Hawaii), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Idaho), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Illinois), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Indiana), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Kansas), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Kentucky), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Maine), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Massachusetts), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Michigan), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Missouri), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Nebraska), LLC, a Delaware limited liability company
October 30, 2023
Page 8
Time Warner Cable Information Services (New Hampshire), LLC, a Delaware limited liability company
Time Warner Cable Information Services (New Jersey), LLC, a Delaware limited liability company
Time Warner Cable Information Services (New Mexico) LLC, a Delaware limited liability company
Time Warner Cable Information Services (New York), LLC, a Delaware limited liability company
Time Warner Cable Information Services (North Carolina), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Ohio), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Pennsylvania), LLC, a Delaware limited liability company
Time Warner Cable Information Services (South Carolina), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Tennessee), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Texas), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Virginia), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Washington), LLC, a Delaware limited liability company
Time Warner Cable Information Services (West Virginia), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Wisconsin), LLC, a Delaware limited liability company
Time Warner Cable, LLC, a Delaware limited liability company
TWC Administration LLC, a Delaware limited liability company
TWC Communications, LLC, a Delaware limited liability company
TWC IP Enabled Services, LLC, a Delaware limited liability company
TWC SEE Holdco LLC, a Delaware limited liability company
TWCIS Holdco LLC, a Delaware limited liability company
Other Guarantors:
Bresnan Broadband of Colorado, LLC, a Colorado limited liability company
Bresnan Broadband of Montana, LLC, a Montana limited liability company
Bresnan Broadband of Utah, LLC, a Utah limited liability company
Bresnan Broadband of Wyoming, LLC, a Wyoming limited liability company
Exhibit 5.3
601 Lexington Avenue New York, NY 10022 United States
+1 212 446 4800
www.kirkland.com |
Facsimile: +1 212 446 4900 |
October 30, 2023
Charter Communications, Inc.
400 Washington Blvd.
Stamford, Connecticut 06902
Re: | Registration Statement on Form S-3ASR |
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special legal counsel to Charter Communications, Inc., a Delaware corporation (the “Issuer”), and each of the entities listed on Exhibit A hereto (the “Guarantors” and, together with the Issuer, the “Registrants”), in connection with the proposed registration by the Registrants under the Securities Act of 1933, as amended (the “Act”), on a Registration Statement on Form S-3ASR, and the documents incorporated by refence therein, filed with the Securities and Exchange Commission (the “Commission”) on October 30, 2023 (as such registration statement is amended or supplemented, the “Registration Statement”) for the offer and sale from time to time pursuant to Rule 415 under the Act of one or more series of debt securities (the “Securities”). The Securities may be issued by the Issuer in connection with an offering or offerings from time to time pursuant to the Registration Statement and will be offered on terms set forth in the Registration Statement and in the prospectus contained in the Registration Statement (the “Prospectus”) and in amounts, at prices and on other terms to be determined by the Issuer at the time of offering and to be set forth in an amendment or amendments to the Registration Statement and the Prospectus and in one or more supplements to the Prospectus (each, a “Prospectus Supplement”).
You have advised us that the Securities are to be issued by the Issuer pursuant to one or more indentures and supplemental indentures (the “Indentures”) to be entered into by the Issuer, the guarantors party thereto from time to time and the Bank of New York Mellon Trust Company, N.A. as trustee (the “Trustee”) and guaranteed (the “Guarantees”) by the applicable Guarantors. The Indentures will be executed and filed in an amendment to the Registration Statement (or incorporated by reference into the Registration Statement) prior to the offering of any Securities.
The companies listed on Exhibit A hereto under the headings “Delaware Guarantors” are collectively referred to herein as the “Delaware Guarantors.” The companies listed on Exhibit A hereto under the heading “Other Guarantors” are collectively referred to herein as the “Other Guarantors.”
Austin Bay Area Beijing Boston Brussels Chicago Dallas Hong Kong Houston London Los Angeles Miami Munich Paris Salt Lake City Shanghai Washington, D.C.
October 30, 2023
Page 2
The Registration Statement provides that the Issuer may sell the Securities registered thereby (i) through underwriters or dealers, (ii) directly to one or more other purchasers, (iii) through agents or (iv) through a combination of any of these methods. The applicable Prospectus Supplement with respect to the Securities offered will set forth the terms of the offering of such Securities, including the name or names of any underwriters, dealers or agents, the purchase price of such Securities and the proceeds to the Issuer from such sale, any underwriting discounts and other items constituting underwriters’ compensation, any initial public offering price and any discounts, commissions or concessions allowed or reallowed or paid to dealers, and any bidding or auction process. If underwriters are used in an offering of Securities registered by the Registration Statement, the Registration Statement anticipates that the Issuer will sell such Securities pursuant to the terms of an underwriting agreement to be executed between the Issuer and underwriters that will be identified in the applicable Prospectus Supplement. We have assumed for purposes of this letter that the terms of the Underwriting Agreement will fall within the scope of the authorization adopted by the board of directors, sole director, board of managers, managing committee, manager, sole member or other applicable governing body, as applicable, of the Issuer and the applicable Guarantors (“Board Authorization”) and will receive the approvals required by that Board Authorization. The term “Underwriting Agreement” is used in this letter to mean an underwriting agreement in the form in which it will be actually executed by the Issuer and the underwriters with respect to a particular underwritten offering of Securities registered by the Registration Statement.
In connection therewith, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purpose of this opinion, including (i) the corporate and organizational documents of the Issuer and the Delaware Guarantors, (ii) minutes and records of the corporate proceedings of the Issuer and the Delaware Guarantors with respect to the Registration Statement and (iii) the Registration Statement. The term “Transaction Documents” is used in this letter to refer collectively to the Underwriting Agreement, the Indentures, the Securities and the Guarantees.
For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto (other than the Issuer and the Delaware Guarantors), and the due authorization, execution and delivery of all documents by the parties thereto (other than the Issuer and the Delaware Guarantors). As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Issuer and the Guarantors.
October 30, 2023
Page 3
We have also assumed that:
(i) | the Registration Statement shall have become effective pursuant to the provisions of the Act and will remain effective and comply with all applicable laws at the time the Securities are offered or issued as contemplated the Registration Statement; |
(ii) | a Prospectus Supplement or Prospectus Supplements with respect to the Securities shall have been filed (or transmitted for filing) with the Commission pursuant to Rule 424(b) of the Act and any exhibits necessary under the rules and regulations of the Commission shall have been filed with the Commission in an amendment to the Registration Statement or incorporated by reference into the Registration Statement pursuant to a Current Report on Form 8-K of the Issuer filed with the Commission and will comply with all applicable laws, |
(iii) | the Securities will be issued and sold in the manner stated in the Registration Statement, and in the form and containing the terms set forth in the Registration Statement and the Indentures; |
(iv) | the Guarantees will have been duly authorized, executed and delivered by the Other Guarantors (to the extent they are party to the Indentures); |
(v) | a definitive Underwriting Agreement will have been duly authorized and validly executed and delivered by the Issuer, the Guarantors (to the extent they are party thereto) and the other parties thereto; |
(vi) | the terms of the Indentures are consistent with the description of the terms of such agreement set forth in the Registration Statement and in the Prospectus Supplement or Prospectus Supplements; |
(vii) | appropriate corporate action shall have been taken to authorize the issuance and sale of, and such authorization will not have been modified or rescinded; |
(viii) | the issuance, sale and delivery of the Securities, the terms of the Securities and compliance by each of Issuer and the Guarantors (to the extent they are party to the Indenture) with the terms of the Securities will not violate any applicable law, any agreement or instrument then binding upon the Issuer or such Guarantors or any restriction imposed by any court or governmental body having jurisdiction over the Issuer or such Guarantors; |
October 30, 2023
Page 4
(ix) | any legally required consents, approvals, authorizations and other orders of the Commission and any other regulatory authorities shall have been obtained; and |
(x) | there will not have occurred any change in law affecting the validity, legally binding character or enforceability of the Securities. |
Based upon and subject to the assumptions, qualifications and limitations identified in this opinion, we are of the opinion that when (i) the Securities have been duly executed, delivered and paid for in accordance with the Underwriting Agreement, (ii) the Indenture has been duly authorized, executed and delivered by the Issuer, the Guarantors (to the extent they are party thereto) and the Trustee, (iii) the Indenture has been qualified under the Trust Indenture Act of 1939, as amended and (iv) the Securities have been fully authenticated by the Trustee, the Securities will constitute legal, valid and binding obligations of the Issuer and the Guarantors (to the extent they are party thereto), enforceable against the Issuer and the Guarantors (to the extent they are party thereto) in accordance with their terms.
Each opinion in this letter that any particular contract constitutes a valid and binding agreement or is enforceable in accordance with its terms (each, an “enforceability opinion”) is subject to: (i) the effect of bankruptcy, insolvency, fraudulent conveyance and other similar laws and judicially developed doctrines in this area such as substantive consolidation and equitable subordination; (ii) the effect of general principles of equity; and (iii) other commonly recognized statutory and judicial constraints on enforceability including statutes of limitations. “General principles of equity” include but are not limited to: (A) principles limiting the availability of specific performance and injunctive relief; (B) principles which limit the availability of a remedy under certain circumstances where another remedy has been elected; (C) principles requiring reasonableness, good faith and fair dealing in the performance and enforcement of an agreement by the party seeking enforcement; (D) principles which may permit a party to cure a material failure to perform its obligations; and (E) principles affording equitable defenses such as waiver, laches and estoppel. It is possible that terms in a particular contract covered by our enforceability opinion may not prove enforceable for reasons other than those explicitly cited in this letter should an actual enforcement action be brought, but (subject to all the exceptions, qualifications, exclusions and other limitations contained in this letter) such unenforceability would not in our opinion prevent the party entitled to enforce that contract from realizing the principal benefits purported to be provided to that party by the terms in that contract which are covered by our enforceability opinion. In addition, none of the opinions or other advice contained in this letter covers or otherwise addresses any of the following types of provisions (or the enforceability thereof) which may be contained in the Transaction Documents: (i) provisions mandating contribution towards judgments or settlements among various parties; (ii) waivers of benefits and rights to the extent they cannot be waived under applicable law; (iii) provisions providing for liquidated damages, late charges and prepayment charges, in each case if deemed to constitute penalties; (iv) provisions which might require indemnification or contribution in violation of general principles of equity or public policy, including, without limitation, indemnification or contribution obligations which arise out of the failure to comply with applicable state or federal securities laws, rules or regulations; or (v) requirements in the Transaction Documents specifying that provisions thereof may only be waived in writing (these provisions may not be valid, binding or enforceable to the extent that an oral agreement or an implied agreement by trade practice or course of conduct has been created modifying any provision of such documents).
October 30, 2023
Page 5
Our advice on every legal issue addressed in this opinion is based exclusively on the internal law of the State of New York, the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act.
We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the issuance of the Securities.
This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion speaks only as of the date that the Registration Statement becomes effective under the Act, and we assume no obligation to revise or supplement this opinion should the present laws of the State of New York, the General Corporation Law of the State of Delaware or the Delaware Limited Liability Company Act be changed by legislative action, judicial decision or otherwise after the date hereof.
This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purposes.
We hereby consent to the filing of this opinion as Exhibit 5.3 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours, | |
/s/ Kirkland & Ellis LLP | |
KIRKLAND & ELLIS LLP |
October 30, 2023
Page 6
EXHIBIT A
Guarantors
Delaware Guarantors:
Bresnan Broadband Holdings, LLC, a Delaware limited liability company
Bresnan Digital Services, LLC, a Delaware limited liability company
Bright House Networks Information Services (Alabama), LLC, a Delaware limited liability company
Bright House Networks Information Services (California), LLC, a Delaware limited liability company
Bright House Networks Information Services (Florida), LLC, a Delaware limited liability company
Bright House Networks Information Services (Indiana), LLC, a Delaware limited liability company
Bright House Networks Information Services (Michigan), LLC, a Delaware limited liability company
CC Fiberlink, LLC, a Delaware limited liability company
CC VI Fiberlink, LLC, a Delaware limited liability company
CC VII Fiberlink, LLC, a Delaware limited liability company
CCO Fiberlink, LLC, a Delaware limited liability company
CCO Holdings Capital Corp., a Delaware corporation
CCO Holdings, LLC, a Delaware limited liability company
CCO NR Holdings, LLC, a Delaware limited liability company
Charter Advanced Services (MO), LLC, a Delaware limited liability company
Charter Communications ASC, LLC, a Delaware limited liability company
Charter Communications Operating, LLC, a Delaware limited liability company
Charter Communications Operating Capital Corp., a Delaware corporation
Charter Communications SSC, LLC, a Delaware limited liability company
Charter Communications VI, L.L.C., a Delaware limited liability company
Charter Communications, LLC, a Delaware limited liability company
Charter Distribution, LLC, a Delaware limited liability company
Charter Fiberlink – Alabama, LLC, a Delaware limited liability company
Charter Fiberlink – Georgia, LLC, a Delaware limited liability company
Charter Fiberlink – Illinois, LLC, a Delaware limited liability company
Charter Fiberlink – Maryland II, LLC, a Delaware limited liability company
Charter Fiberlink – Michigan, LLC, a Delaware limited liability company
Charter Fiberlink – Missouri, LLC, a Delaware limited liability company
Charter Fiberlink – Nebraska, LLC, a Delaware limited liability company
Charter Fiberlink – Tennessee, LLC, a Delaware limited liability company
Charter Fiberlink CA-CCO, LLC, a Delaware limited liability company
Charter Fiberlink CC VIII, LLC, a Delaware limited liability company
Charter Fiberlink CCO, LLC, a Delaware limited liability company
Charter Fiberlink CT-CCO, LLC, a Delaware limited liability company
Charter Fiberlink LA-CCO, LLC, a Delaware limited liability company
Charter Fiberlink MA-CCO, LLC, a Delaware limited liability company
Charter Fiberlink MS-CCVI, LLC, a Delaware limited liability company
Charter Fiberlink NC-CCO, LLC, a Delaware limited liability company
Charter Fiberlink NH-CCO, LLC, a Delaware limited liability company
Charter Fiberlink NV-CCVII, LLC, a Delaware limited liability company
Charter Fiberlink NY-CCO, LLC, a Delaware limited liability company
Charter Fiberlink OR-CCVII, LLC, a Delaware limited liability company
October 30, 2023
Page 7
Charter Fiberlink SC-CCO, LLC, a Delaware limited liability company
Charter Fiberlink TX-CCO, LLC, a Delaware limited liability company
Charter Fiberlink VA-CCO, LLC, a Delaware limited liability company
Charter Fiberlink VT-CCO, LLC, a Delaware limited liability company
Charter Fiberlink WA-CCVII, LLC, a Delaware limited liability company
Charter IP Enabled Services, LLC, a Delaware limited liability company
Charter Leasing Holding Company, LLC, a Delaware limited liability company
Charter Procurement Leasing, LLC, a Delaware limited liability company
DukeNet Communications, LLC, a Delaware limited liability company
Innovar Media LLC, a Delaware limited liability company
Marcus Cable Associates, L.L.C., a Delaware limited liability company
Spectrum Advanced Services, LLC, a Delaware limited liability company
Spectrum Fiberlink Florida, LLC, a Delaware limited liability company
Spectrum Gulf Coast, LLC, a Delaware limited liability company
Spectrum Mid-America, LLC, a Delaware limited liability company
Spectrum Mobile Equipment, LLC, a Delaware limited liability company
Spectrum Mobile, LLC, a Delaware limited liability company
Spectrum New York Metro, LLC, a Delaware limited liability company
Spectrum NLP, LLC, a Delaware limited liability company
Spectrum Northeast, LLC, a Delaware limited liability company
Spectrum Oceanic, LLC, a Delaware limited liability company
Spectrum Originals Development, LLC, a Delaware limited liability company
Spectrum Originals, LLC, a Delaware limited liability company
Spectrum Pacific West, LLC, a Delaware limited liability company
Spectrum Reach, LLC, a Delaware limited liability company
Spectrum RSN, LLC, a Delaware limited liability company
Spectrum SN, LLC, a Delaware limited liability company
Spectrum Southeast, LLC, a Delaware limited liability company
Spectrum SportsNet LLC, a Delaware limited liability company
Spectrum Sunshine State, LLC, a Delaware limited liability company
Spectrum TV Essentials, LLC, a Delaware limited liability company
Spectrum Wireless Holdings, LLC, a Delaware limited liability company
Time Warner Cable Business LLC, a Delaware limited liability company
Time Warner Cable Enterprises LLC, a Delaware limited liability company
Time Warner Cable Information Services (Alabama), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Arizona), LLC, a Delaware limited liability company
Time Warner Cable Information Services (California), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Colorado), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Hawaii), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Idaho), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Illinois), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Indiana), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Kansas), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Kentucky), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Maine), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Massachusetts), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Michigan), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Missouri), LLC, a Delaware limited liability company
October 30, 2023
Page 8
Time Warner Cable Information Services (Nebraska), LLC, a Delaware limited liability company
Time Warner Cable Information Services (New Hampshire), LLC, a Delaware limited liability company
Time Warner Cable Information Services (New Jersey), LLC, a Delaware limited liability company
Time Warner Cable Information Services (New Mexico) LLC, a Delaware limited liability company
Time Warner Cable Information Services (New York), LLC, a Delaware limited liability company
Time Warner Cable Information Services (North Carolina), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Ohio), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Pennsylvania), LLC, a Delaware limited liability company
Time Warner Cable Information Services (South Carolina), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Tennessee), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Texas), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Virginia), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Washington), LLC, a Delaware limited liability company
Time Warner Cable Information Services (West Virginia), LLC, a Delaware limited liability company
Time Warner Cable Information Services (Wisconsin), LLC, a Delaware limited liability company
Time Warner Cable, LLC, a Delaware limited liability company
TWC Administration LLC, a Delaware limited liability company
TWC Communications, LLC, a Delaware limited liability company
TWC IP Enabled Services, LLC, a Delaware limited liability company
TWC SEE Holdco LLC, a Delaware limited liability company
TWCIS Holdco LLC, a Delaware limited liability company
Other Guarantors:
Bresnan Broadband of Colorado, LLC, a Colorado limited liability company
Bresnan Broadband of Montana, LLC, a Montana limited liability company
Bresnan Broadband of Utah, LLC, a Utah limited liability company
Bresnan Broadband of Wyoming, LLC, a Wyoming limited liability company
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Charter Communications, Inc.:
We consent to the use of our report dated January 26, 2023, with respect to the consolidated financial statements of Charter Communications, Inc., and the effectiveness of internal control over financial reporting, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the prospectus.
/s/ KPMG LLP |
St. Louis, Missouri
October 26, 2023
Consent of Independent Registered Public Accounting Firm
The Manager and the Member of
CCO Holdings, LLC and CCO Holdings Capital Corp.:
We consent to the use of our report dated January 26, 2023, with respect to the consolidated financial statements of CCO Holdings, LLC, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the prospectus.
/s/ KPMG LLP |
St. Louis, Missouri
October 26, 2023
Exhibit 25.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) ¨
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
(Jurisdiction of incorporation if not a U.S. national bank) |
95-3571558 (I.R.S. employer identification no.) |
333 South Hope Street Los Angeles, California (Address of principal executive offices) |
90071 |
Charter Communications Operating, LLC
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
43-1843260 (I.R.S. employer identification no.) |
400 Washington Blvd. Stamford,
Connecticut |
06902 |
Charter Communications Operating Capital Corp.
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
20-1044453 identification no.) |
400 Washington Blvd. Stamford, Connecticut (Address of principal executive offices) |
|
Charter Communications, Inc.
(Exact name of registrant as specified in its charter)
Delaware incorporation or organization) |
84-1496755 identification no.) |
400 Washington Blvd. Stamford, Connecticut |
|
- 2 - |
Table of Additional Registrants
Exact Name of Registrant | Jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification Number |
Bresnan Broadband Holdings, LLC | Delaware | 13-4119839 |
Bresnan Broadband of Colorado, LLC | Colorado | 35-2403834 |
Bresnan Broadband of Montana, LLC | Montana | 32-0334681 |
Bresnan Broadband of Utah, LLC | Utah | 30-0667318 |
Bresnan Broadband of Wyoming, LLC | Wyoming | 61-1642737 |
Bresnan Digital Services, LLC | Delaware | 38-3833973 |
Bright House Networks Information Services (Alabama), LLC | Delaware | 20-1544201 |
Bright House Networks Information Services (California), LLC | Delaware | 20-1544390 |
Bright House Networks Information Services (Florida), LLC | Delaware | 59-3758339 |
Bright House Networks Information Services (Indiana), LLC | Delaware | 20-1544486 |
Bright House Networks Information Services (Michigan), LLC | Delaware | 20-1544302 |
CC Fiberlink, LLC | Delaware | 43-1928509 |
CC VI Fiberlink, LLC | Delaware | 20-0310684 |
CC VII Fiberlink, LLC | Delaware | 20-0310704 |
CCO Fiberlink, LLC | Delaware | 20-0310854 |
CCO NR Holdings, LLC | Delaware | 86-1067241 |
Charter Advanced Services (MO), LLC | Delaware | 32-0400433 |
Charter Communications ASC, LLC | Delaware | 93-4070587 |
Charter Communications SSC, LLC | Delaware | 93-4084052 |
Charter Communications, LLC | Delaware | 43-1659860 |
Charter Communications VI, L.L.C. | Delaware | 43-1854208 |
- 3 - |
Charter Distribution, LLC | Delaware | 74-3089287 |
Charter Fiberlink – Alabama, LLC | Delaware | 20-0193389 |
Charter Fiberlink – Georgia, LLC | Delaware | 20-0193674 |
Charter Fiberlink – Illinois, LLC | Delaware | 43-1943035 |
Charter Fiberlink – Maryland II, LLC | Delaware | 81-2255084 |
Charter Fiberlink – Michigan, LLC | Delaware | 43-1875389 |
Charter Fiberlink – Missouri, LLC | Delaware | 43-1928511 |
Charter Fiberlink – Nebraska, LLC | Delaware | 81-0547765 |
Charter Fiberlink – Tennessee, LLC | Delaware | 20-0193707 |
Charter Fiberlink CA-CCO, LLC | Delaware | 43-1943040 |
Charter Fiberlink CC VIII, LLC | Delaware | 43-1793439 |
Charter Fiberlink CCO, LLC | Delaware | 43-1876029 |
Charter Fiberlink CT-CCO, LLC | Delaware | 20-0339366 |
Charter Fiberlink LA-CCO, LLC | Delaware | 20-0709283 |
Charter Fiberlink MA-CCO, LLC | Delaware | 20-0258357 |
Charter Fiberlink MS-CCVI, LLC | Delaware | 20-0709405 |
Charter Fiberlink NC-CCO, LLC | Delaware | 20-0258604 |
Charter Fiberlink NH-CCO, LLC | Delaware | 20-0709514 |
Charter Fiberlink NV-CCVII, LLC | Delaware | 20-0474139 |
Charter Fiberlink NY-CCO, LLC | Delaware | 20-0426827 |
Charter Fiberlink OR-CCVII, LLC | Delaware | 20-0474232 |
Charter Fiberlink SC-CCO, LLC | Delaware | 43-1943037 |
Charter Fiberlink TX-CCO, LLC | Delaware | 43-1943038 |
Charter Fiberlink VA-CCO, LLC | Delaware | 20-0709822 |
Charter Fiberlink VT-CCO, LLC | Delaware | 20-0258644 |
Charter Fiberlink WA-CCVII, LLC | Delaware | 20-0474261 |
Charter IP Enabled Services, LLC | Delaware | 92-3313105 |
- 4 - |
Charter Leasing Holding Company, LLC | Delaware | 47-4669203 |
Charter Procurement Leasing, LLC | Delaware | 47-4657690 |
DukeNet Communications, LLC | Delaware | 27-2985707 |
Innovar Media LLC | Delaware | 46-5437739 |
Marcus Cable Associates, L.L.C. | Delaware | 75-2775560 |
Spectrum Advanced Services, LLC | Delaware | 26-0354307 |
Spectrum Fiberlink Florida, LLC | Delaware | 84-4375530 |
Spectrum Gulf Coast, LLC | Delaware | 45-4608769 |
Spectrum Mid-America, LLC | Delaware | 45-4593320 |
Spectrum Mobile Equipment, LLC | Delaware | 82-3887201 |
Spectrum Mobile, LLC | Delaware | 82-2492552 |
Spectrum New York Metro, LLC | Delaware | 45-4593291 |
Spectrum NLP, LLC | Delaware | 45-1560311 |
Spectrum Northeast, LLC | Delaware | 45-4593341 |
Spectrum Oceanic, LLC | Delaware | 45-4593273 |
Spectrum Originals Development, LLC | Delaware | 83-1623014 |
Spectrum Originals, LLC | Delaware | 82-3414467 |
Spectrum Pacific West, LLC | Delaware | 45-4593361 |
Spectrum Reach, LLC | Delaware | 27-4633156 |
Spectrum RSN, LLC | Delaware | 83-1611206 |
Spectrum SN, LLC | Delaware | 93-1943164 |
Spectrum Southeast, LLC | Delaware | 45-4608839 |
Spectrum SportsNet, LLC | Delaware | 93-1958585 |
Spectrum Sunshine State, LLC | Delaware | 02-0636401 |
Spectrum TV Essentials, LLC | Delaware | 83-4704194 |
Spectrum Wireless Holdings, LLC | Delaware | 83-1856732 |
- 5 - |
Time Warner Cable Business LLC | Delaware | 35-2466312 |
Time Warner Cable Enterprises LLC | Delaware | 45-4854395 |
Time Warner Cable Information Services (Alabama), LLC | Delaware | 20-0639409 |
Time Warner Cable Information Services (Arizona), LLC | Delaware | 20-4370232 |
Time Warner Cable Information Services (California), LLC | Delaware | 20-0162970 |
Time Warner Cable Information Services (Colorado), LLC | Delaware | 26-2375439 |
Time Warner Cable Information Services (Hawaii), LLC | Delaware | 20-0162993 |
Time Warner Cable Information Services (Idaho), LLC | Delaware | 20-8254896 |
Time Warner Cable Information Services (Illinois), LLC | Delaware | 26-2375576 |
Time Warner Cable Information Services (Indiana), LLC | Delaware | 20-1618562 |
Time Warner Cable Information Services (Kansas), LLC | Delaware | 20-0163009 |
Time Warner Cable Information Services (Kentucky), LLC | Delaware | 20-4370430 |
Time Warner Cable Information Services (Maine), LLC | Delaware | 48-1296576 |
Time Warner Cable Information Services (Massachusetts), LLC | Delaware | 20-0639517 |
Time Warner Cable Information Services (Michigan), LLC | Delaware | 26-2376102 |
Time Warner Cable Information Services (Missouri), LLC | Delaware | 20-0163031 |
Time Warner Cable Information Services (Nebraska), LLC | Delaware | 20-0597251 |
Time Warner Cable Information Services (New Hampshire), LLC | Delaware | 20-0834759 |
Time Warner Cable Information Services (New Jersey), LLC | Delaware | 20-0605091 |
- 6 - |
Time Warner Cable Information Services (New Mexico), LLC | Delaware | 20-8244978 |
Time Warner Cable Information Services (New York), LLC | Delaware | 06-1530234 |
Time Warner Cable Information Services (North Carolina), LLC | Delaware | 05-0563203 |
Time Warner Cable Information Services (Ohio), LLC | Delaware | 20-0163449 |
Time Warner Cable Information Services (Pennsylvania), LLC | Delaware | 20-0639607 |
Time Warner Cable Information Services (South Carolina), LLC | Delaware | 20-0163480 |
Time Warner Cable Information Services (Tennessee), LLC | Delaware | 20-0639795 |
Time Warner Cable Information Services (Texas), LLC | Delaware | 20-0095157 |
Time Warner Cable Information Services (Virginia), LLC | Delaware | 20-4370738 |
Time Warner Cable Information Services (Washington), LLC | Delaware | 20-5690377 |
Time Warner Cable Information Services (West Virginia), LLC | Delaware | 20-1620308 |
Time Warner Cable Information Services (Wisconsin), LLC | Delaware | 20-0163685 |
Time Warner Cable, LLC | Delaware | 81-2545593 |
TWC Administration LLC | Delaware | 90-0882471 |
TWC Communications, LLC | Delaware | 35-2205910 |
TWC IP Enabled Services, LLC | Delaware | 92-3326637 |
TWC SEE Holdco LLC | Delaware | 20-5421447 |
TWCIS Holdco LLC | Delaware | 27-3481972 |
- 7 - |
400 Washington Blvd. Stamford, Connecticut |
06902 |
Debt Securities
and Guarantees of Debt Securities
(Title of the indenture securities)
- 8 - |
1. | General information. Furnish the following information as to the trustee: |
(a) | Name and address of each examining or supervising authority to which it is subject. |
Name | Address | |
Comptroller of the Currency United States Department of the Treasury |
Washington, DC 20219 | |
Federal Reserve Bank |
San Francisco, CA 94105 | |
Federal Deposit Insurance Corporation | Washington, DC 20429 |
(b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
2. | Affiliations with Obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
16. | List of Exhibits. |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act").
1. | A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875). |
2. | A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1
filed with Registration Statement No. 333-121948). |
3. | A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1
filed with Registration Statement No. 333-152875). |
- 9 - |
4. | A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229762). |
6. | The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875). |
7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
- 10 - |
SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Houston, and State of Texas, on the 25th day of October, 2023.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. | |||
By: | /s/ April Bradley | ||
Name: | April Bradley | ||
Title: | Vice President |
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 333 South Hope Street, Suite 2525, Los Angeles, CA 90071
At the close of business June 30, 2023, published in accordance with Federal regulatory authority instructions.
Dollar amounts in thousands | ||||
ASSETS | ||||
Cash and balances due from depository institutions: | ||||
Noninterest-bearing balances and currency and coin | 7,759 | |||
Interest-bearing balances | 477,398 | |||
Securities: | ||||
Held-to-maturity securities | 0 | |||
Available-for-sale debt securities | 1,042 | |||
Equity securities with readily determinable fair values not held for trading | 0 | |||
Federal funds sold and securities purchased under agreements to resell: | ||||
Federal funds sold in domestic offices | 0 | |||
Securities purchased under agreements to resell | 0 | |||
Loans and lease financing receivables: | ||||
Loans and leases held for sale | 0 | |||
Loans and leases, held for investment | 0 | |||
LESS: Allowance for loan and | ||||
lease losses | 0 | |||
Loans and leases held for investment, net of allowance | 0 | |||
Trading assets | 0 | |||
Premises and fixed assets (including capitalized leases) | 12,825 | |||
Other real estate owned | 0 | |||
Investments in unconsolidated subsidiaries and associated companies | 0 | |||
Direct and indirect investments in real estate ventures | 0 | |||
Intangible assets | 856,313 | |||
Other assets | 111,444 | |||
Total assets | $ | 1,466,781 |
1
LIABILITIES | ||||
Deposits: | ||||
In domestic offices | 1,366 | |||
Noninterest-bearing | 1,366 | |||
Interest-bearing | 0 | |||
Federal funds purchased and securities sold under agreements to repurchase: | ||||
Federal funds purchased in domestic offices | 0 | |||
Securities sold under agreements to repurchase | 0 | |||
Trading liabilities | 0 | |||
Other borrowed money: | ||||
(includes mortgage indebtedness and obligations under capitalized leases) | 0 | |||
Not applicable | ||||
Not applicable | ||||
Subordinated notes and debentures | 0 | |||
Other liabilities | 256,455 | |||
Total liabilities | 257,821 | |||
Not applicable | ||||
EQUITY CAPITAL | ||||
Perpetual preferred stock and related surplus | 0 | |||
Common stock | 1,000 | |||
Surplus (exclude all surplus related to preferred stock) | 326,030 | |||
Not available | ||||
Retained earnings | 881,933 | |||
Accumulated other comprehensive income | -3 | |||
Other equity capital components | 0 | |||
Not available | ||||
Total bank equity capital | 1,208,960 | |||
Noncontrolling (minority) interests in consolidated subsidiaries | 0 | |||
Total equity capital | 1,208,960 | |||
Total liabilities and equity capital | 1,466,781 |
I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
Matthew J. McNulty ) CFO
We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
Antonio I. Portuondo, President | ) | |
Loretta A. Lundberg, Managing Director | ) | Directors (Trustees) |
Jon M. Pocchia, Managing Director | ) |
2
Exhibit 25.2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) ¨
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
(Jurisdiction of incorporation if not a U.S. national bank) |
95-3571558 (I.R.S. employer identification no.) |
333 South Hope Street Los Angeles, California (Address of principal executive offices) |
90071 |
CCO Holdings, LLC
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
86-1067239 (I.R.S. employer identification no.) |
400 Washington Blvd. Stamford, Connecticut |
06902 |
CCO Holdings Capital Corp.
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
20-0257904 identification no.) |
400 Washington Blvd. Stamford, Connecticut |
06902 |
Charter Communications, Inc.
(Exact name of registrant as specified in its charter)
Delaware incorporation or organization) |
84-1496755 identification no.) |
400 Washington Blvd. Stamford, Connecticut |
06902 |
- 2 - |
Table of Additional Registrants
Exact Name of Registrant | Jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification Number |
Bresnan Broadband Holdings, LLC | Delaware | 13-4119839 |
Bresnan Broadband of Colorado, LLC | Colorado | 35-2403834 |
Bresnan Broadband of Montana, LLC | Montana | 32-0334681 |
Bresnan Broadband of Utah, LLC | Utah | 30-0667318 |
Bresnan Broadband of Wyoming, LLC | Wyoming | 61-1642737 |
Bresnan Digital Services, LLC | Delaware | 38-3833973 |
Bright House Networks Information Services (Alabama), LLC | Delaware | 20-1544201 |
Bright House Networks Information Services (California), LLC | Delaware | 20-1544390 |
Bright House Networks Information Services (Florida), LLC | Delaware | 59-3758339 |
Bright House Networks Information Services (Indiana), LLC | Delaware | 20-1544486 |
Bright House Networks Information Services (Michigan), LLC | Delaware | 20-1544302 |
CC Fiberlink, LLC | Delaware | 43-1928509 |
CC VI Fiberlink, LLC | Delaware | 20-0310684 |
CC VII Fiberlink, LLC | Delaware | 20-0310704 |
CCO Fiberlink, LLC | Delaware | 20-0310854 |
CCO NR Holdings, LLC | Delaware | 86-1067241 |
Charter Advanced Services (MO), LLC | Delaware | 32-0400433 |
Charter Communications ASC, LLC | Delaware | 93-4070587 |
Charter Communications SSC, LLC | Delaware | 93-4084052 |
Charter Communications, LLC | Delaware | 43-1659860 |
Charter Communications VI, L.L.C. | Delaware | 43-1854208 |
- 3 - |
Charter Distribution, LLC | Delaware | 74-3089287 |
Charter Fiberlink – Alabama, LLC | Delaware | 20-0193389 |
Charter Fiberlink – Georgia, LLC | Delaware | 20-0193674 |
Charter Fiberlink – Illinois, LLC | Delaware | 43-1943035 |
Charter Fiberlink – Maryland II, LLC | Delaware | 81-2255084 |
Charter Fiberlink – Michigan, LLC | Delaware | 43-1875389 |
Charter Fiberlink – Missouri, LLC | Delaware | 43-1928511 |
Charter Fiberlink – Nebraska, LLC | Delaware | 81-0547765 |
Charter Fiberlink – Tennessee, LLC | Delaware | 20-0193707 |
Charter Fiberlink CA-CCO, LLC | Delaware | 43-1943040 |
Charter Fiberlink CC VIII, LLC | Delaware | 43-1793439 |
Charter Fiberlink CCO, LLC | Delaware | 43-1876029 |
Charter Fiberlink CT-CCO, LLC | Delaware | 20-0339366 |
Charter Fiberlink LA-CCO, LLC | Delaware | 20-0709283 |
Charter Fiberlink MA-CCO, LLC | Delaware | 20-0258357 |
Charter Fiberlink MS-CCVI, LLC | Delaware | 20-0709405 |
Charter Fiberlink NC-CCO, LLC | Delaware | 20-0258604 |
Charter Fiberlink NH-CCO, LLC | Delaware | 20-0709514 |
Charter Fiberlink NV-CCVII, LLC | Delaware | 20-0474139 |
Charter Fiberlink NY-CCO, LLC | Delaware | 20-0426827 |
Charter Fiberlink OR-CCVII, LLC | Delaware | 20-0474232 |
Charter Fiberlink SC-CCO, LLC | Delaware | 43-1943037 |
Charter Fiberlink TX-CCO, LLC | Delaware | 43-1943038 |
Charter Fiberlink VA-CCO, LLC | Delaware | 20-0709822 |
Charter Fiberlink VT-CCO, LLC | Delaware | 20-0258644 |
Charter Fiberlink WA-CCVII, LLC | Delaware | 20-0474261 |
Charter IP Enabled Services, LLC | Delaware | 92-3313105 |
- 4 - |
Charter Leasing Holding Company, LLC | Delaware | 47-4669203 |
Charter Procurement Leasing, LLC | Delaware | 47-4657690 |
DukeNet Communications, LLC | Delaware | 27-2985707 |
Innovar Media LLC | Delaware | 46-5437739 |
Marcus Cable Associates, L.L.C. | Delaware | 75-2775560 |
Spectrum Advanced Services, LLC | Delaware | 26-0354307 |
Spectrum Fiberlink Florida, LLC | Delaware | 84-4375530 |
Spectrum Gulf Coast, LLC | Delaware | 45-4608769 |
Spectrum Mid-America, LLC | Delaware | 45-4593320 |
Spectrum Mobile Equipment, LLC | Delaware | 82-3887201 |
Spectrum Mobile, LLC | Delaware | 82-2492552 |
Spectrum New York Metro, LLC | Delaware | 45-4593291 |
Spectrum NLP, LLC | Delaware | 45-1560311 |
Spectrum Northeast, LLC | Delaware | 45-4593341 |
Spectrum Oceanic, LLC | Delaware | 45-4593273 |
Spectrum Originals Development, LLC | Delaware | 83-1623014 |
Spectrum Originals, LLC | Delaware | 82-3414467 |
Spectrum Pacific West, LLC | Delaware | 45-4593361 |
Spectrum Reach, LLC | Delaware | 27-4633156 |
Spectrum RSN, LLC | Delaware | 83-1611206 |
Spectrum SN, LLC | Delaware | 93-1943164 |
Spectrum Southeast, LLC | Delaware | 45-4608839 |
Spectrum SportsNet, LLC | Delaware | 93-1958585 |
Spectrum Sunshine State, LLC | Delaware | 02-0636401 |
Spectrum TV Essentials, LLC | Delaware | 83-4704194 |
Spectrum Wireless Holdings, LLC | Delaware | 83-1856732 |
- 5 - |
Time Warner Cable Business LLC | Delaware | 35-2466312 |
Time Warner Cable Enterprises LLC | Delaware | 45-4854395 |
Time Warner Cable Information Services (Alabama), LLC | Delaware | 20-0639409 |
Time Warner Cable Information Services (Arizona), LLC | Delaware | 20-4370232 |
Time Warner Cable Information Services (California), LLC | Delaware | 20-0162970 |
Time Warner Cable Information Services (Colorado), LLC | Delaware | 26-2375439 |
Time Warner Cable Information Services (Hawaii), LLC | Delaware | 20-0162993 |
Time Warner Cable Information Services (Idaho), LLC | Delaware | 20-8254896 |
Time Warner Cable Information Services (Illinois), LLC | Delaware | 26-2375576 |
Time Warner Cable Information Services (Indiana), LLC | Delaware | 20-1618562 |
Time Warner Cable Information Services (Kansas), LLC | Delaware | 20-0163009 |
Time Warner Cable Information Services (Kentucky), LLC | Delaware | 20-4370430 |
Time Warner Cable Information Services (Maine), LLC | Delaware | 48-1296576 |
Time Warner Cable Information Services (Massachusetts), LLC | Delaware | 20-0639517 |
Time Warner Cable Information Services (Michigan), LLC | Delaware | 26-2376102 |
Time Warner Cable Information Services (Missouri), LLC | Delaware | 20-0163031 |
Time Warner Cable Information Services (Nebraska), LLC | Delaware | 20-0597251 |
Time Warner Cable Information Services (New Hampshire), LLC | Delaware | 20-0834759 |
Time Warner Cable Information Services (New Jersey), LLC | Delaware | 20-0605091 |
- 6 - |
Time Warner Cable Information Services (New Mexico), LLC | Delaware | 20-8244978 |
Time Warner Cable Information Services (New York), LLC | Delaware | 06-1530234 |
Time Warner Cable Information Services (North Carolina), LLC | Delaware | 05-0563203 |
Time Warner Cable Information Services (Ohio), LLC | Delaware | 20-0163449 |
Time Warner Cable Information Services (Pennsylvania), LLC | Delaware | 20-0639607 |
Time Warner Cable Information Services (South Carolina), LLC | Delaware | 20-0163480 |
Time Warner Cable Information Services (Tennessee), LLC | Delaware | 20-0639795 |
Time Warner Cable Information Services (Texas), LLC | Delaware | 20-0095157 |
Time Warner Cable Information Services (Virginia), LLC | Delaware | 20-4370738 |
Time Warner Cable Information Services (Washington), LLC | Delaware | 20-5690377 |
Time Warner Cable Information Services (West Virginia), LLC | Delaware | 20-1620308 |
Time Warner Cable Information Services (Wisconsin), LLC | Delaware | 20-0163685 |
Time Warner Cable, LLC | Delaware | 81-2545593 |
TWC Administration LLC | Delaware | 90-0882471 |
TWC Communications, LLC | Delaware | 35-2205910 |
TWC IP Enabled Services, LLC | Delaware | 92-3326637 |
TWC SEE Holdco LLC | Delaware | 20-5421447 |
TWCIS Holdco LLC | Delaware | 27-3481972 |
- 7 - |
400 Washington Blvd. Stamford, Connecticut (Address of principal executive offices) |
06902 |
Debt Securities
and Guarantees of Debt Securities
(Title of the indenture securities)
- 8 - |
1. | General information. Furnish the following information as to the trustee: |
(a) | Name and address of each examining or supervising authority to which it is subject. |
Name | Address | |
Comptroller of the Currency United States Department of the Treasury |
Washington, DC 20219 | |
Federal Reserve Bank |
San Francisco, CA 94105 | |
Federal Deposit Insurance Corporation | Washington, DC 20429 |
(b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
2. | Affiliations with Obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
16. | List of Exhibits. |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act").
1. | A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875). |
2. | A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1
filed with Registration Statement No. 333-121948). |
3. | A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1
filed with Registration Statement No. 333-152875). |
- 9 - |
4. | A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229762). |
6. | The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875). |
7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
- 10 - |
SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Houston, and State of Texas, on the 25th day of October, 2023.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. | |||
By: | /s/ April Bradley | ||
Name: | April Bradley | ||
Title: | Vice President |
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 333 South Hope Street, Suite 2525, Los Angeles, CA 90071
At the close of business June 30, 2023, published in accordance with Federal regulatory authority instructions.
Dollar amounts in thousands | ||||
ASSETS | ||||
Cash and balances due from depository institutions: | ||||
Noninterest-bearing balances and currency and coin | 7,759 | |||
Interest-bearing balances | 477,398 | |||
Securities: | ||||
Held-to-maturity securities | 0 | |||
Available-for-sale debt securities | 1,042 | |||
Equity securities with readily determinable fair values not held for trading | 0 | |||
Federal funds sold and securities purchased under agreements to resell: | ||||
Federal funds sold in domestic offices | 0 | |||
Securities purchased under agreements to resell | 0 | |||
Loans and lease financing receivables: | ||||
Loans and leases held for sale | 0 | |||
Loans and leases, held for investment | 0 | |||
LESS: Allowance for loan and | ||||
lease losses | 0 | |||
Loans and leases held for investment, net of allowance | 0 | |||
Trading assets | 0 | |||
Premises and fixed assets (including capitalized leases) | 12,825 | |||
Other real estate owned | 0 | |||
Investments in unconsolidated subsidiaries and associated companies | 0 | |||
Direct and indirect investments in real estate ventures | 0 | |||
Intangible assets | 856,313 | |||
Other assets | 111,444 | |||
Total assets | $ | 1,466,781 |
1
LIABILITIES | ||||
Deposits: | ||||
In domestic offices | 1,366 | |||
Noninterest-bearing | 1,366 | |||
Interest-bearing | 0 | |||
Federal funds purchased and securities sold under agreements to repurchase: | ||||
Federal funds purchased in domestic offices | 0 | |||
Securities sold under agreements to repurchase | 0 | |||
Trading liabilities | 0 | |||
Other borrowed money: | ||||
(includes mortgage indebtedness and obligations under capitalized leases) | 0 | |||
Not applicable | ||||
Not applicable | ||||
Subordinated notes and debentures | 0 | |||
Other liabilities | 256,455 | |||
Total liabilities | 257,821 | |||
Not applicable | ||||
EQUITY CAPITAL | ||||
Perpetual preferred stock and related surplus | 0 | |||
Common stock | 1,000 | |||
Surplus (exclude all surplus related to preferred stock) | 326,030 | |||
Not available | ||||
Retained earnings | 881,933 | |||
Accumulated other comprehensive income | -3 | |||
Other equity capital components | 0 | |||
Not available | ||||
Total bank equity capital | 1,208,960 | |||
Noncontrolling (minority) interests in consolidated subsidiaries | 0 | |||
Total equity capital | 1,208,960 | |||
Total liabilities and equity capital | 1,466,781 |
I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
Matthew J. McNulty ) CFO
We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
Antonio I. Portuondo, President | ) | |
Loretta A. Lundberg, Managing Director | ) | Directors (Trustees) |
Jon M. Pocchia, Managing Director | ) |
2
Exhibit 107
Calculation of Filing Fee Tables
Form S-3 ASR
(Form Type)
Charter Communications, Inc.
Charter Communications Operating, LLC
Charter Communications Operating Capital Corp.
CCO Holdings, LLC
CCO Holdings Capital Corp.
Additional Registrant Guarantors
(Exact Name of Each Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security |
Security |
Fee Calculation or Carry Forward Rule |
Amount |
Proposed Maximum Offering Price Per Share |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Initial Effective Date |
Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |
Newly Registered Securities | ||||||||||||
Fees to be Paid | Debt | Debt Securities | Rule 456(b) and Rule 457(r) | (1) | (1) | (1) | (2) | (2) | ||||
Fees Previously Paid | - | - | - | - | - | - | - | - | ||||
Carry Forward Securities | ||||||||||||
Carry Forward Securities | - | - | - | - | - | - | - | - | - | |||
Total Offering Amounts | - | - | ||||||||||
Total Fees Previously Paid | - | |||||||||||
Total Fee Offsets | - | |||||||||||
Net Fee Due | - |
(1) | An unspecified aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be at unspecified prices. The debt securities registered include any guarantees from the registrants. |
(2) | Each registrant is relying on Rules 456(b) and 457(r) under the Securities Act, to defer payment of the entire registration fee. In connection with the securities offered hereby, the registrants will pay “pay-as-you-go registration fees” in accordance with Rule 456(b) under the Securities Act. The registrant will calculate the registration fee applicable to an offer of securities pursuant to this registration statement based on the fee rate in effect on the date of such fee payment. |