Long-Term Debt

Long-term debt consists of the following as of September 30, 2014 and December 31, 2013:



	September 30, 2014				December 31, 2013
	Principal Amount		Accreted Value		Principal Amount		Accreted Value
CCO Holdings, LLC:
7.250% senior notes due October 30, 2017	$	1,000	$	1,000	$	1,000	$	1,000
7.000% senior notes due January 15, 2019	1,400		1,394		1,400		1,393
8.125% senior notes due April 30, 2020	700		700		700		700
7.375% senior notes due June 1, 2020	750		750		750		750
5.250% senior notes due March 15, 2021	500		500		500		500
6.500% senior notes due April 30, 2021	1,500		1,500		1,500		1,500
6.625% senior notes due January 31, 2022	750		747		750		747
5.250% senior notes due September 30, 2022	1,250		1,240		1,250		1,239
5.125% senior notes due February 15, 2023	1,000		1,000		1,000		1,000
5.750% senior notes due September 1, 2023	500		500		500		500
5.750% senior notes due January 15, 2024	1,000		1,000		1,000		1,000
Credit facility due September 6, 2014	—		—		350		342
Charter Communications Operating, LLC:
Credit facilities	3,817		3,781		3,548		3,510
CCO Safari, LLC (an Unrestricted Subsidiary)
Credit facility due September 12, 2021	3,500		3,483		—		—
Long-Term Debt	$	17,667	$	17,595	$	14,248	$	14,181

The accreted values presented above represent the principal amount of the debt less the original issue discount at the time of sale, plus the accretion to the balance sheet date. However, the amount that is currently payable if the debt becomes immediately due is equal to the principal amount of the debt. The Company has availability under its credit facilities of approximately $774 million as of September 30, 2014 and as such, debt maturing in the next twelve months is classified as long-term.

In March 2013, CCO Holdings, LLC ("CCO Holdings") and CCO Holdings Capital Corp. closed on transactions in which they issued $500 million aggregate principal amount of 5.250% senior notes due 2021 and $500 million aggregate principal amount of 5.750% senior notes due 2023. The proceeds were used for repaying amounts outstanding under the Charter Operating term loan C facility. The Company recorded a loss on extinguishment of debt of approximately $42 million for the nine months ended September 30, 2013 related to these transactions.

In April 2013, Charter Operating entered into an amendment to its credit agreement extending the maturity of its term loan A and revolver one year to 2018, decreasing the applicable LIBOR margin for the term loan A and revolver to 2%, decreasing the undrawn commitment fee on the revolver to 0.30% and increasing the revolver capacity to $1.3 billion. The Company recorded a loss on extinguishment of debt of approximately $2 million for the nine months ended September 30, 2013 related to these transactions.

In May 2013, Charter Operating entered into a new term loan F facility pursuant to the terms of the Charter Operating credit agreement providing for a $1.2 billion term loan maturing in 2021. Pricing on the new term loan F was set at LIBOR plus 2.25% with a LIBOR floor of 0.75%, and issued at a price of 99.75% of the aggregate principal amount. The Company used the proceeds to repay Charter Operating's existing term loan C due 2016 and term loan D due 2019. The Company recorded a loss on extinguishment of debt of approximately $14 million for the nine months ended September 30, 2013 related to these transactions.

In May 2013, CCO Holdings and CCO Holdings Capital Corp. closed on transactions in which they issued $1.0 billion aggregate principal amount of 5.750% senior notes due 2024. Concurrently with the pricing of the 5.750% senior notes, a tender offer was launched to purchase any and all of the CCO Holdings 7.875% senior notes due 2018. The Company used the proceeds from the issuance to purchase the notes tendered in the tender offer. Any notes not tendered were subsequently called in June 2013. The Company recorded a loss on extinguishment of debt of approximately $65 million for the nine months ended September 30, 2013 related to these transactions.

In September 2014, Charter Operating entered into a new term loan G facility pursuant to the terms of the Charter Operating credit agreement providing for a $3.5 billion term loan maturing in 2021. Pricing on the term loan G was set at LIBOR plus 3.50% with a LIBOR floor of 0.75% and issued at a price of 99.50% of the aggregate principal amount. The term loan G forms a portion of the incremental facilities commitments as announced by the Company in July 2014 that will be used to fund the purchase of certain assets pursuant to the Transactions. Charter Operating assigned all of its obligations with respect to the term loan G and transferred all of the proceeds from the term loan G to a newly-created subsidiary, CCO Safari, LLC (“CCO Safari”), which is considered a Non-Recourse Subsidiary under Charter Operating’s Amended and Restated Credit Agreement dated April 11, 2012 (the “Credit Agreement”), and CCO Safari placed the funds in escrow pending the closing of the Transactions, at which time, subject to certain conditions, Charter Operating will re-assume the obligations in respect of the term loan G under the Credit Agreement. Such amounts, along with required original issuance discount and one months interest, were placed in escrow and classified as noncurrent restricted cash and cash equivalents in the Company's condensed consolidated balance sheet as of September 30, 2014. To the extent the Transactions do not close, such amounts placed in escrow must be used to settle amounts outstanding under the term loan G. See Note 2.