Form 8-K SPECTRUM MANAGEMENT HOLD For: Jul 05

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): July 5, 2016

 

 

SPECTRUM MANAGEMENT

HOLDING COMPANY, LLC

TIME WARNER CABLE ENTERPRISES LLC

(Exact name of registrant as specified in its charter)

 

 

Delaware

Delaware

(State or other jurisdiction of incorporation or organization)

 

001-33335 001-12878		81-2589483 45-4854395
(Commission File Number)		(I.R.S. Employer Identification Number)

400 Atlantic Street

Stamford, Connecticut 06901

(Address of principal executive offices including zip code)

(203) 905-7801

(Registrant’s telephone number, including area code)

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:

 

¨	Written communications pursuant Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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ITEM 8.01. OTHER EVENTS.

On July 5, 2016, Time Warner Cable, LLC (f/k/a TWC NewCo LLC) (“TWC LLC”), a subsidiary of Charter Communications, Inc. (“Charter”) and the successor to the obligations of Time Warner Cable Inc. (“TWC”) under its 5 ³⁄₄% Notes due 2031 and 5 ¹⁄₄% Notes due 2042 (the “Sterling Notes”), notified the New York Stock Exchange (the “NYSE”) of its intention to voluntarily delist the Sterling Notes from the NYSE on July 25, 2016 as well as to deregister the Sterling Notes from registration with the U.S. Securities and Exchange Commission (the “Commission”). On July 15, 2016, Spectrum Management Holding Company, LLC (the “Company”), the successor to TWC’s obligations under Section 12(b) of the Securities Exchange Act of 1934, as amended, intends to file a Form 25 with the Commission, and it is expected that the last day that the Sterling Notes will trade on the NYSE will be Monday, July 25, 2016. The associated guarantee of the Sterling Notes by Time Warner Cable Enterprises LLC is also expected to be delisted and deregistered in connection therewith.

On July 5, 2016, Charter issued a press release announcing TWC LLC’s intention to voluntarily delist the Sterling Notes from the NYSE. The press release is attached as Exhibit 99.1.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

Exhibit Number		Description
99.1		Press release of Charter Communications, Inc., dated July 5, 2016, announcing Time Warner Cable, LLC’s intention to voluntarily delist the Sterling Notes from the NYSE.

 

2

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each of Spectrum Management Holding Company, LLC and Time Warner Cable Enterprises LLC has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: July 5, 2016

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EXHIBIT INDEX

 

Exhibit Number		Description
99.1		Press release of Charter Communications, Inc., dated July 5, 2016, announcing Time Warner Cable, LLC’s intention to voluntarily delist the Sterling Notes from the NYSE.

Exhibit 99.1

 

 

Charter Announces Intention To Delist

Time Warner Cable, LLC Sterling Pound Notes From the NYSE

STAMFORD, Connecticut, July 5, 2016 – Charter Communications, Inc. (“Charter”) (NASDAQ: CHTR) today publicly announced its intention to voluntarily delist from the New York Stock Exchange (the “NYSE”) the 5 ³⁄₄% Notes due 2031 and 5 ¹⁄₄% Notes due 2042 (the “Sterling Notes”) of Time Warner Cable, LLC (f/k/a TWC NewCo LLC) (the “Company”), a subsidiary of Charter and the successor to the obligations of Time Warner Cable Inc. (“TWC”) under the Sterling Notes, on July 25, 2016, as well as to deregister the Sterling Notes from registration with the U.S. Securities and Exchange Commission (the “Commission”). The associated guarantee of the Sterling Notes by Time Warner Cable Enterprises LLC is also expected to be delisted and deregistered in connection therewith. On July 15, 2016, Spectrum Management Holding Company, LLC, the successor to TWC’s obligations under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), intends to file a Form 25 with the Commission and it is expected that the last day of trading of the Sterling Notes on the NYSE will be Monday, July 25, 2016. Charter does not intend to arrange for listing or registration of the Sterling Notes on another exchange or for quotation in a quotation medium.

On May 18, 2016, pursuant to the transaction with Charter, TWC’s common stock was suspended from trading on the NYSE. TWC’s common stock was removed from listing and registration on the NYSE at the opening of business on May 31, 2016. Because TWC’s common stock is no longer publicly held, Charter believes that the costs and expenses associated with the continued listing of the Sterling Notes on the NYSE, and the corresponding governance and filing requirements, are not economically justified.

Therefore, Charter decided to apply for the voluntary delisting of the Company’s Sterling Notes from the NYSE and for deregistration of the Sterling Notes and the related guarantee under the Exchange Act to eliminate the associated costs and expenses.

About Charter

Charter (NASDAQ: CHTR) is a leading broadband communications company and the second largest cable operator in the United States. Charter provides a full range of advanced broadband services, including Spectrum TV™ video entertainment programming, Spectrum Internet™ access, and Spectrum Voice™. Spectrum Business™ similarly provides scalable, tailored, and cost-effective broadband communications solutions to business organizations, such as business-to-business Internet access, data networking, business telephone, video and music entertainment services, and wireless backhaul. Charter’s advertising sales and production services are sold under the Spectrum Reach™ brand. More information about Charter can be found at www.charter.com.

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Contact:

 

Media:		Analysts:
Justin Venech		Stefan Anninger
203-905-7818		203-905-7955

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