Time Warner Cable 2008 Annual Report Download - page 123

2008 Debt Securities are unsecured senior obligations of the Company and rank equally with its other unsecured
and unsubordinated obligations. The guarantees of the 2008 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 2008 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 2008 Debt Securities being
redeemed and (ii) the sum of the present values of the remaining scheduled payments on the 2008 Debt Securities
discounted to the redemption date on a semi-annual basis at a government treasury rate plus 40 basis points for each
of the July 2013 Notes, July 2018 Notes and the July 2038 Debentures and 50 basis points for each of the February
2014 Notes and the February 2019 Notes as further described in the Indenture and the 2008 Debt Securities, plus, in
each case, accrued but unpaid interest to the redemption date.
2007 Bond Offering
On April 9, 2007, the Company issued $5.0 billion in aggregate principal amount of senior unsecured notes and
debentures (the “2007 Bond Offering”) consisting of $1.5 billion principal amount of 5.40% Notes due 2012 (the
“2012 Initial Notes”), $2.0 billion principal amount of 5.85% Notes due 2017 (the “2017 Initial Notes”) and
$1.5 billion principal amount of 6.55% Debentures due 2037 (the “2037 Initial Debentures” and, together with the
2012 Initial Notes and the 2017 Initial Notes, the “Initial Debt Securities”) pursuant to Rule 144A and Regulation S
under the Securities Act of 1933, as amended. The Initial Debt Securities are guaranteed by TWE and TW NY. In
April 2007, TWC used a portion of the net proceeds of the 2007 Bond Offering to repay all of the outstanding
indebtedness under its $4.0 billion three-year term credit facility, which was terminated on April 13, 2007. The
balance of the net proceeds was used to repay a portion of the outstanding indebtedness under the Term Facility on
April 27, 2007, which reduced the amounts outstanding under that facility to $3.045 billion as of such date.
On November 5, 2007, pursuant to a registration rights agreement entered into in connection with the issuance
of the Initial Debt Securities, TWC and the Guarantors exchanged (i) substantially all of the 2012 Initial Notes for a
like aggregate principal amount of registered debt securities without transfer restrictions or registration rights (the
“2012 Registered Notes,” and, together with the 2012 Initial Notes, the “2012 Notes”), (ii) all of the 2017 Initial
Notes for a like aggregate principal amount of registered debt securities without transfer restrictions or registration
rights (the “2017 Registered Notes,” and, together with the 2017 Initial Notes, the “2017 Notes”), and (iii) sub-
stantially all of the 2037 Initial Debentures for a like aggregate principal amount of registered debt securities
without transfer restrictions or registration rights (the “2037 Registered Debentures,” and, together with the 2037
Initial Debentures, the “2037 Debentures”). Collectively, the 2012 Notes, the 2017 Notes and the 2037 Debentures
are referred to as the “2007 Debt Securities.”
The 2007 Debt Securities were issued pursuant to an Indenture, dated as of April 9, 2007 (the “Base
Indenture”), by and among TWC, the Guarantors and The Bank of New York, as trustee, as supplemented by the
First Supplemental Indenture, dated as of April 9, 2007 (the “First Supplemental Indenture” and, together with the
Base Indenture, the “Indenture”), by and among TWC, the Guarantors and The Bank of New York, as trustee. The
Indenture contains customary covenants relating to restrictions on the ability of TWC or any material subsidiary to
create liens and on the ability of TWC and the Guarantors to consolidate, merge or convey or transfer substantially
all of their assets. The Indenture also contains customary events of default.
The 2012 Notes mature on July 2, 2012, the 2017 Notes mature on May 1, 2017 and the 2037 Debentures
mature on May 1, 2037. Interest on the 2012 Notes is payable semi-annually in arrears on January 2 and July 2 of
each year, beginning on July 2, 2007. Interest on the 2017 Notes and the 2037 Debentures is payable semi-annually
in arrears on May 1 and November 1 of each year, beginning on November 1, 2007. The 2007 Debt Securities are
unsecured senior obligations of TWC and rank equally with its other unsecured and unsubordinated obligations.
The guarantees of the 2007 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.
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TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)