The proceeds from the offering of the notes were placed in escrow at CCOH
Safari, LLC and will remain in escrow until the closing of the transaction between Charter and Time Warner Cable Inc.
Fitch assumes that Clear Channel has maximized the debt-funded dividends from CCOH
and used the proceeds to repay bank debt.
A change of control occurs in the event of i) CCWW is no longer a wholly-owned subsidiary of CCOH
; ii) CCOH
becomes a wholly owned subsidiary of Clear Channel; iii) a sale of all or substantially all of CCOH
assets to persons other than a Permitted Holder (private equity owners, management, Clear Channel); iv) the acquisition of a majority of the voting stock of CCOH
by persons other than Permitted Holders; iv) certain changes to the Board of Directors.
This $825 million includes $712 million of CCOH
funds swept to Clear Channel for cash management purposes.
All funds from the Notes will remain in escrow at CCOH
Safari, LLC until the closing of the previously announced transactions between Charter and Comcast, at which time the Notes will become an obligation of Charter's subsidiaries, CCO Holdings, LLC and CCO Holdings Capital Corp.
, CCH II and Charter Communications Operating, LLC (CCO) are indirect wholly owned subsidiaries of Charter Communications, Inc.
Fitch continues to expect Charter's debt structure will evolve into a more traditional hold-co/op-co structure, with senior unsecured debt issued by CCOH
and senior secured debt issued by CCO, while eliminating the second lien tier of the company's debt structure and reducing Charter's overall reliance on secured debt.
together with CCOH
, "CCO Holdings"), a tender offer to purchase for cash any and all of its outstanding 7.
2 billion of combined legacy notes and bank debt that mature 2012 - 2014 using a combination of cash on hand, cash swept from CCOH
that is held in Clear Channel's accounts and issuance out of Clear Channel.
The notes will be guaranteed by the same entities that guarantee CCWW's 2017 unsecured notes - CCOH
, CCO, and certain of CCOH
domestic subsidiaries that house the majority of the company's domestic outdoor operations.
, CCH II and CCO are indirect wholly owned subsidiaries of Charter Communications, Inc.
Each of CCH II, LLC, CCOH
and CCO are indirect wholly owned subsidiaries of Charter Communications, Inc.