Preliminary Prospectus Supplement. Preliminary Prospectus Supplement dated September 16, 2020 (the “Preliminary Prospectus Supplement,” incorporating the Prospectus dated April 6, 2018 relating to the Notes (the “Prospectus”)). If there is any discrepancy or contradiction between this Pricing Term Sheet and the Preliminary Prospectus Supplement, this Pricing Term Sheet shall prevail.
Preliminary Prospectus Supplement. 30 POST-STEPDOWN REMAINING PRINCIPAL DISTRIBUTION AMOUNT........................................................30 PRE-STEPDOWN REMAINING PRINCIPAL DISTRIBUTION AMOUNT.........................................................30
Preliminary Prospectus Supplement. The final prospectus supplement to be filed with the Commission pursuant to General Instruction II.L of Form F-10 under the Securities Act in accordance with Section 4(a) hereof shall be referred to herein as the “U.S. Prospectus Supplement”; the U.S. Basic Prospectus together with the U.S. Preliminary Prospectus Supplement, as amended and supplemented to the Time of Sale (as defined below) shall be referred to herein as the “U.S. Pricing Prospectus.” The U.S. Basic Prospectus, as supplemented by the U.S. Prospectus Supplement, shall be referred to herein as the “U.S. Prospectus.” Any “issuer free writing prospectus” as defined in Rule 433 under the Securities Act relating to the Securities shall be referred to herein as an “Issuer Free Writing Prospectus.” The U.S. Prospectus and the Canadian Prospectus are referred to herein as the “Final Prospectuses.” The Company has prepared and filed with the Commission an appointment of agent for service of process upon the Company on Form F-X in conjunction with the filing of the Registration Statement (the “Form F-X”). The Company has also caused the Trustee to prepare and file with the Commission a Statement of Eligibility under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), on Form T-1 (the “Form T-1”). At or prior to the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): the U.S. Pricing Prospectus, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex B hereto.
Preliminary Prospectus Supplement. No order preventing or suspending the use of any Preliminary Prospectus Supplement has been issued by the Commission, and each Preliminary Prospectus Supplement included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus Supplement, at the time of filing thereof, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the BRP Parties make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in any Preliminary Prospectus Supplement, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.
Preliminary Prospectus Supplement. [Reserved]
Preliminary Prospectus Supplement corporate purposes, including to fund potential buybacks of Class A common stock of Charter Communications, Inc. or common units of Charter Communications Holdings, LLC, a subsidiary of Charter Communications, Inc. Joint Book-Running Managers: Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC BofA Securities, Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. Xxxxxxx Sachs & Co. LLC Mizuho Securities USA LLC MUFG Securities Americas Inc. RBC Capital Markets, LLC TD Securities (USA) LLC Xxxxx Fargo Securities, LLC Co-Managers: Barclays Capital Inc. BNP Paribas Securities Corp. Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. SunTrust Xxxxxxxx Xxxxxxxx, Inc. Credit Agricole Securities (USA) Inc. U.S. Bancorp Investments, Inc. LionTree Advisors LLC Xxxxxxxx Financial Group, Inc. X. Xxxxxxx & Co., Inc. Xxxxxx X. Xxxxxxx & Company, Inc. The Xxxxxxxx Capital Group, L.P. Trade Date: June 25, 2019 Settlement Date: July 10, 2019 (T+10) We expect that delivery of the Notes will be made to investors on or about July 10, 2019, which will be the tenth business day following the date of this Pricing Term Sheet (such settlement cycle being herein referred to as “T+10”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the date that is two business days preceding the settlement date will be required, by virtue of the fact that the Notes initially will settle in T+10, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes hereunder during such period should consult their advisors. Distribution: SEC Registered (Registration No. 333-222241-213) This Pricing Term Sheet is qualified in its entirety by reference to the
Preliminary Prospectus Supplement. The Issuers and the guarantors have filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents that the Issuers and the guarantors have filed with the SEC for more complete information about the Issuers, the guarantors and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, copies of the preliminary prospectus supplement and accompanying prospectus may be obtained by contacting Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000; Telephone: (000) 000-0000; E-mail: xxxxxxxxxx@xxxx.xxx, X.X. Xxxxxx Securities LLC, c/o Investment Grade Syndicate Desk, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000; Telephone: 0-000-000-0000, or Xxxxxx Xxxxxxx & Co. LLC, Attention: Prospectus Department, 000 Xxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000; E-mail: xxxxxxxxxx@xxxxxxxxxxxxx.xxx.
Preliminary Prospectus Supplement. Any such optional redemption prior to maturity is subject to the consent of the relevant regulator, as described in the section titled “Description of Notes—Redemption—Conditions to Redemption and Purchase”, beginning on page S-35 of the Preliminary Prospectus Supplement.
Preliminary Prospectus Supplement the Registration Statement or any Prospectus Supplement or in any amendment or supplement thereto (ii) the omission or alleged omission to state in the Prospectus, any Preliminary Prospectus Supplement, the Registration Statement or any Prospectus Supplement, or in any amendment or supplement thereto, or in any Blue Sky Application any material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Offered Securities or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon matters covered by clause (i) or (ii) above (provided that neither the Issuers nor the Company, as applicable, shall be liable under this clause (iii) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its gross negligence or willful misconduct), and shall reimburse each Underwriter and each such officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that (A) neither the Issuers nor the Company, as applicable, shall be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in the Prospectus, any Preliminary Prospectus Supplement, the Registration Statement or any Prospectus Supplement, or in any such amendment or supplement, in reliance upon and in conformity with written information concerning such Underwriter furnished to the Issuers or the Company, as applicable, through the Underwriters by or on behalf of any Underwriter specifically for inclusion therein which information will consist solely of the information specified in the Terms Agreement or in writing between the Issuers or the Company, as applicable, and the Underwriters, and (B) the indemnif...
Preliminary Prospectus Supplement. No order preventing or suspending the use of any preliminary Prospectus Supplement has been issued by the Commission, and each preliminary Prospectus Supplement, at the time of filing thereof, complied in all material respects with the Securities Act and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in any preliminary Prospectus Supplement.
