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): May 26, 2011
TIME WARNER CABLE INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-33335
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84-1496755 |
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer
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))
Item 1.01 Entry into a Material Definitive Agreement.
On May 26, 2011, Time Warner Cable Inc. (the “Company”) completed its offering of £625,000,000
principal amount of 5¾% Notes due 2031 (the “Notes”). The Notes are
guaranteed by Time Warner Entertainment Company, L.P. and TW NY Cable Holding Inc., each a
subsidiary of the Company (collectively, the “Guarantors”).
The offering of the Notes was registered under the Securities Act of 1933, as amended,
pursuant to a registration statement on Form S-3 (File No. 333-173760) (the “Registration
Statement”) filed with the Securities and Exchange Commission (the “Commission”) on April 28, 2011.
The terms of the Notes are described in the Company’s Prospectus dated April 28, 2011, as
supplemented by a final Prospectus Supplement dated May 19, 2011, as filed with the Commission on
May 19, 2011.
The Notes were issued pursuant to an Indenture, dated as of April 9, 2007, as amended and
supplemented (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
Notes will mature on June 2, 2031. The Notes will bear interest
at a rate of 5¾% per year,
and interest on the Notes will be payable annually in arrears on June 2 of each year, beginning on
June 2, 2012. The Notes are unsecured senior obligations of the Company and rank equally with its
other unsecured and unsubordinated obligations. The guarantees of the Notes 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 Company may redeem the Notes 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 Notes being
redeemed and (ii) the sum of the present values of the remaining scheduled payments on the Notes
discounted to the redemption date on an annual basis at a comparable government bond rate plus 30
basis points as further described in the Indenture and the Notes, plus, in each case, accrued but
unpaid interest to, but not including, the redemption date.
The Company may offer to redeem all, but not less than all, of the Notes in the event of
certain changes in the tax laws of the United States (or any taxing authority in the United
States). This redemption would be at a redemption price equal to 100% of the principal amount,
together with accrued and unpaid interest on the Notes to, but not including, the date fixed for
redemption.
The Company will, subject to certain exceptions and limitations set forth in the Notes, pay
additional amounts on the Notes as are necessary in order that the net payment by the Company or a
paying agent of the principal of and interest on the Notes to a holder who is not a United States
person, after withholding or deduction for any present or future tax, assessment or other
governmental charge imposed by the United States or a taxing authority in the United States will
not be less than the amount provided in the Notes to be then due and payable.
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 form of
5¾% Note due
2031 is attached as Exhibit 4.1 to this Report and is incorporated by reference into this Report
and the Registration Statement.
The Company expects to use the net proceeds from the issuance of the Notes for general
corporate purposes, which may include the repayment of debt.