SEC Company Response from CCO HOLDINGS LLC (CIK 0001271833) — Apr 8, 2021
CCO HOLDINGS LLC (CIK 0001271833)
Date: April 8, 2021 · CIK: 0001271833 · Accession: 0001104659-21-048091
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File numbers found in text: 333-254465
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CORRESP
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CCO
Holdings, LLC and
CCO
Holdings Capital Corp.
400 Atlantic Street
Stamford, Connecticut 06901
April 8, 2021
VIA FACSIMILE AND EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street NE
Washington, D.C. 20549
FAX: (202) 772-9202
Re: CCO Holdings, LLC and CCO Holdings Capital Corp. Registration Statement on Form S-4 (SEC File No. 333-254465) Originally Filed
on March 18, 2021
Ladies and Gentlemen:
Pursuant to Rule 461 of Regulation
C promulgated under the Securities Act of 1933, as amended (the “Act”), CCO Holdings, LLC and CCO Holdings Capital Corp. (together,
the “Registrants”) hereby request acceleration of the effective date of their Registration Statement on Form S-4 with respect
to themselves of the securities specified therein (SEC File No. 333-254465) (the “Registration Statement”) to 4:00
p.m., Eastern time, on April 12, 2021 or as soon as practicable thereafter.
The Registrants hereby acknowledge
their responsibilities under the Act and the Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities
specified in the Registration Statement. The Registrants hereby further acknowledge that:
· should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant
to delegated authority, declare this filing effective, it does not foreclose the Commission from taking any action with respect to the
filing;
· the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Registrants from their full responsibility for the adequacy and accuracy of the disclosure in the filing;
and
· the Registrants may not assert staff comments and the declaration of effectiveness as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please call Christian Nagler
of Kirkland & Ellis LLP, counsel to the Registrants, at (212) 446-4660 as soon as the Registration Statement has been declared effective.
Very
truly yours,
CCO
Holdings, LLC
By:
/s/
Daniel J. Bollinger
Name:
Daniel J. Bollinger
Title:
Vice President, Associate General Counsel and Assistant Corporate Secretary
CCO
Holdings Capital Corp.
By:
/s/
Daniel J. Bollinger
Name:
Daniel J. Bollinger
Title:
Vice President, Associate General Counsel and Assistant Corporate Secretary