UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 8, 2009
TIME WARNER CABLE INC.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Delaware
|
|
001-33335
|
|
84-1496755 |
| (State or Other Jurisdiction of
|
|
(Commission File Number)
|
|
(IRS Employer |
| Incorporation)
|
|
|
|
Identification No.) |
60 Columbus Circle, New York, New York 10023
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (212) 364-8200
Not
Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
On December 11, 2009, Time Warner Cable Inc. (the “Company”) completed its offering of $2
billion in aggregate principal amount of senior unsecured notes consisting of $500 million principal amount of 3.5% notes due 2015 (the “2015 Notes”) and $1.5 billion principal amount of
5.0% notes due 2020 (the “2020 Notes” and, together with the 2015 Notes, the “Debt Securities”). The Debt Securities are guaranteed by Time Warner Entertainment
Company, L.P. and TW NY Cable Holding Inc., each a subsidiary of the Company (collectively, the
“Guarantors”). In connection with the offering, on December 8, 2009, the Company and the Guarantors
entered into an Underwriting Agreement (the “Underwriting Agreement”) with Barclays Capital Inc.,
Deutsche Bank Securities Inc. and Goldman, Sachs & Co., as representatives of the underwriters
listed in Schedule II thereto (collectively, the “Underwriters”). The Underwriting Agreement
contains customary representations, covenants and indemnification provisions. The offering of the
Debt Securities was registered under the Securities Act of 1933, as amended, pursuant to a
registration statement on Form S-3 (File No. 333-151671) (the “Registration Statement”) filed with
the Securities and Exchange Commission (the “Commission”) on June 16, 2008. The terms of the Debt
Securities are described in the Company’s Prospectus dated
June 16, 2008, as supplemented by a Prospectus Supplement dated December 8, 2009, as filed with the Commission on December 9,
2009. A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on
Form 8-K and is incorporated by reference into this Report and the Registration Statement.
The Debt Securities were issued pursuant to an Indenture, dated as of April 9, 2007, as
amended and supplemented from time to time (the “Indenture”), by and among the Company, the Guarantors and The Bank
of New York Mellon, as trustee. The Indenture was previously described in, and included as an
exhibit to, the Company’s Current Report on Form 8-K dated April 4, 2007, which was filed with the
Commission on April 9, 2007.
The 2015 Notes will mature on February 1, 2015 and the 2020 Notes will mature on February 1,
2020. The 2015 Notes will bear interest at a rate of 3.5% per year and the 2020 Notes will bear
interest at a rate of 5.0% per year. Interest on the 2015 Notes and the 2020 Notes will be payable
semi-annually in arrears on February 1st and August 1st of each year,
beginning on August 1, 2010. The Debt Securities are unsecured senior obligations of the Company
and rank equally with its other unsecured and unsubordinated obligations. The guarantees of the
Debt Securities are unsecured senior obligations of the Guarantors and rank equally in right of
payment with all other unsecured and unsubordinated obligations of the Guarantors.
The Debt Securities may be redeemed in whole or in part at any time at the Company’s option at
a redemption price equal to the greater of (i) 100% of the principal amount of the Debt Securities
being redeemed and (ii) the sum of the present values of the remaining scheduled payments on the
Debt Securities discounted to the redemption date on a semi-annual basis at a government treasury
rate plus 25 basis points for the 2015 Notes and 30 basis points for
the 2020 Notes, as further
described in the Indenture and the Debt Securities, plus, in each case, accrued but unpaid interest
to the redemption date.
The Indenture contains customary covenants relating to restrictions on the ability of the
Company or any material subsidiary to create liens and on the ability of the Company and the
Guarantors to consolidate, merge or convey or transfer substantially all of their assets. The
Indenture also contains customary events of default. The forms of the Debt Securities are attached
as Exhibits 4.1 and 4.2 to this Report and are incorporated by reference into this Report and
the Registration Statement.
Certain of the Underwriters or their affiliates have performed and may, from time to time in
the future, engage in transactions with or perform commercial and investment banking and advisory
services for the Company and/or are lenders under the Company’s bank credit facilities, for which
they have received or will receive customary fees and expenses.
The Company expects to use the net proceeds from the issuance of the Debt Securities to repay
all of the $400 million in borrowings outstanding under the Company’s five-year term loan facility
that matures on February 21, 2011 (the “Term Loan Facility”) and a portion of the borrowings
outstanding under its commercial paper program, with any remaining proceeds to be used for general
corporate purposes. The Term Loan Facility will terminate in accordance with its terms as a result
of such repayment.