UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

FORM 8-K

~~CURRENT~~Current Report ~~REPORT~~

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): ~~January~~February 1215, 2017

Mediacom LLC

Mediacom Capital Corporation

(Exact name of ~~registrants~~Registrants as specified in ~~their~~its charter)

New York New York	333-82124-01 333-82124-04	06-1433421 06-1513997
New York	333-82124-01	06-1433421
(State or other jurisdiction of incorporation or organization)	(Commission File Nos.)	(I.R.S. Employer Identification Nos.)
New York	333-82124-04	06-1513997
(State of organization)	(Commission File No.)	(I.R.S. Employer Identification No)

1 Mediacom Way

Mediacom Park, ~~New~~NY ~~York~~ 10918

(Address of principal executive offices ~~and zip code~~)

Registrant’s telephone number, including area code: (845) 443-2600

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)~~:

☐	Written communications pursuant to 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))

Item 21.0201. ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition.~~Agreement

OnSee ~~January 12,~~disclosure ~~2017,~~contained in ~~connection~~Item ~~with a lender presentation to private lenders and potential lenders, Mediacom LLC provided preliminary estimates for the three months ended December 31, 2016, and such estimates are provided below~~2.03 ~~Investors are cautioned that Mediacom LLC has not yet~~below, ~~completed~~which ~~its~~is ~~financial~~incorporated ~~closing~~herein ~~procedures for the year ended December 31, 2016, and these estimates have not been audited or verified~~ by ~~Mediacom LLC’s independent auditors~~reference. ~~Accordingly, such preliminary financial and operating data may change, and those changes may be material. Therefore, investors are cautioned not to place undue reliance on these estimates.~~

~~Mediacom~~Item ~~LLC~~2.03. ~~estimates~~Creation ~~that as~~ of, ~~and~~a ~~for~~Direct ~~the~~Financial ~~three~~Obligation ~~months~~or ~~ended~~an ~~December 31,~~Obligation ~~2016:~~under an Off-Balance Sheet Arrangement of a Registrant

-The ~~Revenues~~operating ~~were~~subsidiaries ~~between~~of Mediacom LLC (the “operating subsidiaries”) have a senior secured bank credit facility (the “credit facility”) that consists of revolving credit commitments and term loans. On February 15, 2017, the operating subsidiaries entered into a Second Amended and Restated Credit Agreement, dated as of February 15, 2017, with the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders, governing the credit facility (the “credit agreement”). The credit agreement provides for (i) term loans in the principal amount of $~~197~~200.0 million (“Term Loan A-1”) and $~~198~~800.0 million (“Term Loan K” and, together with Term Loan A-1, the “new term loans”), and (ii) a $370.0 million revolving credit facility (the “new revolver”). On February 15, 2017, the full amount of the new term loans was borrowed by the operating subsidiaries, the new revolver became effective, and the previous $362.5 million revolving credit facility (the “old revolver”) was terminated.

-The ~~Operating~~net ~~income~~proceeds of ~~was~~the ~~between~~new term loans, along with a drawdown of approximately $41169.51 million -under the new revolver, were used to: (i) repay the entire outstanding balances of $44165.9 million, $145.8 million, $243.1 million and $342.1 million under the old revolver, Term Loan A, Term Loan F and Term Loan G, respectively; (ii) fund the redemption of the entire $250.0 million in aggregate principal amount outstanding of Mediacom LLC and Mediacom Capital Corporation’s existing 7 1⁄4% senior notes due 2022 (the “7 1⁄4% Notes”) at an aggregate redemption price of $259.1 million; and (iii) pay approximately $13.0 million of related fees and expenses.

-Borrowings ~~Adjusted~~under ~~system~~the ~~cash~~new ~~flow~~revolver bear interest at a floating rate or rates equal to, at the discretion of the operating subsidiaries, the London Interbank Offered Rate (“~~ASCF~~LIBOR”) ~~was~~plus ~~between~~a ~~$84~~margin ranging from 1.575% -to ~~$85~~2.575%, or the Prime Rate plus a margin ranging from 0.75% to 1.75%. Commitment fees on the unused portion of the new revolver are payable at a rate ranging from 0.25% to 0.50%. The applicable margin on outstanding borrowings, and commitment fees charged on the unused portion of the new revolver, are determined by certain financial ratios pursuant to the credit agreement. The new revolver expires on the earliest of (i) February 15, 2022; (ii) 91 days prior to the final maturity of any term loan under the credit facility if $200.0 million or more remains outstanding under such term loan on that date; or (iii) six months prior to the scheduled maturity date of any affiliated subordinated indebtedness that is then outstanding.

Borrowings under Term Loan A-1 ~~Ending~~bear ~~senior~~interest ~~secured~~at ~~debt~~a ~~under~~floating ~~Mediacom~~rate ~~LLC’s~~or ~~existing~~rates ~~bank~~equal ~~credit~~to, ~~facility~~at the discretion of ~~$897~~the operating subsidiaries, LIBOR plus a margin ranging from 2.000% to 3.00%, or the Prime Rate plus a margin ranging from 1.00% to 2.00%. The applicable margin charged is determined by certain financial ratios pursuant to the credit agreement. Term Loan A-1 matures on November 15, 2021, and is subject to quarterly reductions of $2.5 million beginning on March 31, 2017. The obligations of the operating subsidiaries under Term Loan A-1 are governed by the terms of the credit agreement.

-1 ~~Ending video customers of 365,000~~

-Borrowings ~~Ending~~under ~~high-speed~~Term ~~data~~Loan ~~customers~~K bear interest at a floating rate or rates equal to, at the discretion of ~~513~~the operating subsidiaries,~~000~~ LIBOR plus a margin of 2.25%, subject to a minimum LIBOR of 0.75%, or the Prime Rate plus a margin of 1.25%, subject to a minimum Prime Rate of 1.75%. Term Loan K matures on February 15, 2024, and is subject to quarterly reductions of $2.0 million beginning on June 30, 2017. If on or before August 15, 2017, the borrowers prepay Term Loan K from the proceeds of a substantially concurrent borrowing of term loans with an interest rate less than the interest rate applicable to Term Loan K (calculated as provided in the credit agreement), then the prepayment shall be accompanied by a fee equal to 1.00% of the aggregate principal amount of Term Loan K so prepaid. The obligations of the operating subsidiaries under Term Loan K are governed by the terms of the credit agreement.

- Ending phone customers of 215,000

ASCF is not a financial measure calculated in accordance with generally accepted accounting principles (“GAAP”) in the United States. Mediacom LLC defines ASCF as operating income before depreciation and amortization and management fees, plus investment income from affiliate. Mediacom LLC believes that ASCF is useful for investors because it enables them to assess our performance in a manner similar to the methods used by management, and provide measures that can be used to analyze its value and evaluate its performance compared to other companies in the cable industry. For a reconciliation of ASCF to operating income for the three months ended December 31, 2016, see below (dollars in millions).

	Three MonthsEndedDecember 31,2016
ASCF	$	84.5 - $85.5
Management fees		(3.5 - 4.0	)
Depreciation and amortization		(33.5 - 34.5	)
Investment income from affiliate		(4.5	)
Operating income	$	41.5 - $44.0

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains statements that constitute forward-looking statements, including statements regarding management’s beliefs with respect to future events and our future financial performance. These forward-looking statements are not guarantees of future performance or results, and are subject to risks and uncertainties that could cause actual results to differ materially from historical results or those management anticipates as a result of various factors, many of which are beyond the control of Mediacom LLC. Significant factors that may cause such differences to occur include, but are not limited to: increased levels of competition; greater than anticipated programming and other service costs; the ability to generate sufficient cash flow to meet debt service obligations; and other risks and uncertainties discussed in Form 10-K and other periodic reports of Mediacom LLC. Mediacom LLC disclaims any obligation to update any forward-looking statements contained herein, except as required by applicable federal securities laws.

Item 8.01.

Other Events

OnAs previously disclosed, on January 12, 2017, Mediacom LLC and Mediacom Capital Corporation ~~issued~~(the a“issuers”) ~~press release announcing that they have~~ called for redemption the entire ~~aggregate~~ $250.0 million ~~outstanding~~aggregate principal amount outstanding of ~~their~~the 7 1⁄4% Notes. In accordance with the redemption provisions of the 7 1⁄4% ~~Senior~~Notes and related indenture, the 7 1⁄4% Notes ~~due~~were redeemed in ~~2022~~full on February 15, 2017 (the “redemption date”) at a price equal to $1,036.25 Afor ~~copy~~each $1,000 principal amount outstanding, for an aggregate redemption price of $259.1 million. In addition, the ~~press~~February 15, ~~release~~2017 isinterest payment ~~being~~was ~~filed~~made as ~~Exhibit~~required ~~99.1~~under tothe ~~this~~indenture ~~report~~governing the 7 1⁄4% Notes, and ~~incorporated~~interest ~~herein~~on bythe ~~reference~~Notes ceased to accrue on the redemption date.

As a result of the redemption, none of the 7¹⁄₄% Notes remain outstanding, and the issuers’ obligation under the related indenture to file annual, quarterly and other periodic reports with the Securities and Exchange Commission (“SEC”) has terminated. As a result, the issuers intend to cease filing voluntary reports with the SEC.

A copy of the press release announcing the completion and funding of the new revolver and new term loans is being filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		~~Name~~Description
99.1		Press ~~Release~~release, dated ~~January~~February 1215, 2017.

~~SIGNATURE~~2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: ~~January~~February 1215, 2017


Mediacom LLC

By:		/s/ Mark E. Stephan
		Mark E. Stephan
		Executive Vice President and Chief Financial Officer

Date: ~~January~~February 1215, 2017


Mediacom Capital Corporation

By:		/s/ Mark E. Stephan
		Mark E. Stephan
		Executive Vice President and Chief Financial Officer

~~EXHIBIT~~3 ~~INDEX~~

Exhibit No.		Name
99.1		Press Release dated January 12, 2017.

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