Charter Announces Results Of Early Tenders In Debt Exchange Offers And Amendment And Upsize of Debt Exchange Offers
STAMFORD, Conn., Aug. 6, 2026 /PRNewswire/ -- Charter Communications, Inc. (NASDAQ: CHTR) (along with its subsidiaries, "Charter") announced today the early tender results for the previously announced (i) private offer by its wholly-owned subsidiaries, Charter Communications Operating, LLC ("CCO"), Charter Communications Operating Capital Corp. ("CCO Capital" and, together with CCO, collectively, the "CCO Issuers" or the "Company") and Time Warner Cable, LLC (the "TWC Issuer" and, together with CCO Issuers, the "Old Notes Issuers"), as applicable, to exchange (the "Pool 1 Offer") seven series of notes issued by the CCO Issuers or the TWC Issuer, as applicable (collectively, the "Pool 1 Notes"), for a combination of cash consideration and a new series of Senior Secured Notes due 2038 (the "New 2038 Notes") to be issued by the CCO Issuers and (ii) private offer by the CCO Issuers to exchange (the "Pool 2 Offer" and, together with the Pool 1 Offer, the "Exchange Offers") five series of notes (collectively, the "Pool 2 Notes" and, together with the Pool 1 Notes, the "Old Notes" and each series of Old Notes, a "series of Old Notes") for a combination of cash and a new series of Senior Secured Notes due 2041 (the "New 2041 Notes" and, together with the New 2038 Notes, the "New Notes" and each series of New Notes, a "series of New Notes") to be issued by the CCO Issuers.
As of the previously announced early tender time of 5:00 p.m., New York City time, on August 5, 2026 (the "Early Tender Date"), according to information provided by D.F. King & Co., Inc., the exchange agent and the information agent for the Exchange Offers, the aggregate principal amount of $2,664,740,000 of Pool 1 Notes had been validly tendered and not withdrawn in the Pool 1 Offer, representing 26.5% of the outstanding Pool 1 Notes, and the aggregate principal amount of $2,689,377,000 of Pool 2 Notes had been validly tendered and not withdrawn in the Pool 2 Offer, representing 27.8% of the outstanding Pool 2 Notes, each as detailed below.
Pool 1 Notes
Issuer(s) |
Title of Security |
Aggregate Principal |
CUSIP No./ ISIN(1) |
Acceptance Priority |
Sub-Cap(2) |
Principal |
CCO Issuers |
3.500% senior secured notes due 2042 |
$1,236,000,000 |
161175CE2 / |
1 |
N/A |
$323,348,000 |
3.500% senior secured notes due 2041 |
$1,479,000,000 |
161175BZ6 / |
2 |
N/A |
$450,822,000 |
|
TWC Issuer |
4.500% senior debentures due 2042 |
$1,250,000,000 |
88732JBD9 / |
3 |
$ 614,423,000 |
$614,423,000 |
CCO Issuers |
5.375% senior secured notes due 2047 |
$2,265,000,000 |
161175BL7 / 161175BD5 US161175BD52 |
4 |
N/A |
$778,719,000 |
2.300% senior secured notes due 2032 |
$1,000,000,000 |
161175BX1 / |
5 |
N/A |
$144,042,000 |
|
2.800% senior secured notes due 2031 |
$1,590,000,000 |
161175BU7 / |
6 |
N/A |
$260,060,000 |
|
2.250% senior secured notes due 2029 |
$1,250,000,000 |
161175CD4 / |
7 |
N/A |
$93,326,000 |
(1) |
No representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers listed in the Offering Memorandum (as defined below). Such CUSIP and ISIN numbers are provided solely for the convenience of the holders of Pool 1 Notes. |
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(2) |
Subject to the New 2038 Notes Cap (as defined below) and, solely with respect to the 4.500% senior debentures due 2042 issued by the TWC Issuer (the "4.500% Notes"), the sub-cap with respect to the aggregate principal amount of such series set forth in this table and proration, the principal amount of each series of Pool 1 Notes that is accepted for exchange in the Pool 1 Offer will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order with 1 being the highest Acceptance Priority Level and 7 being the lowest) specified in this column. |
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Pool 2 Notes
Issuer(s) |
Title of Security |
Aggregate Principal |
CUSIP No./ ISIN(1) |
Acceptance |
Sub-Cap |
Principal Amount |
CCO Issuers |
3.700% senior secured notes due 2051 |
$2,050,000,000 |
161175BV5 / |
1 |
N/A |
$517,617,000 |
3.900% senior secured notes due 2052 |
$2,400,000,000 |
161175CA0 / |
2 |
N/A |
$504,449,000 |
|
4.800% senior secured notes due 2050 |
$2,473,000,000 |
161175BT0 / |
3 |
N/A |
$864,822,000 |
|
5.125% senior secured notes due 2049 |
$1,244,000,000 |
161175BS2 / |
4 |
N/A |
$505,766,000 |
|
5.250% senior secured notes due 2053 |
$1,500,000,000 |
161175CK8 / |
5 |
N/A |
$296,723,000 |
(1) |
No representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers listed in the Offering Memorandum (as defined below). Such CUSIP and ISIN numbers are provided solely for the convenience of the holders of Pool 2 Notes. |
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(2) |
Subject to the New 2041 Notes Cap (as defined below) and proration, the principal amount of each series of Pool 2 Notes that is accepted for exchange in the Pool 2 Offer will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order with 1 being the highest Acceptance Priority Level and 5 being the lowest) specified in this column. |
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Charter further announced that the Company has amended the Exchange Offers to increase the consideration for Eligible Holders who validly tender their Old Notes after the Early Tender Date (as defined below) but on or prior to the Expiration Date (as defined below), and whose Old Notes are accepted for exchange pursuant to the terms of the applicable Exchange Offers, to receive, for each $1,000 aggregate principal amount of Old Notes validly tendered after the Early Tender Date but on or prior to the Expiration Date (and not validly withdrawn), the Total Exchange Consideration (as defined in the Offering Memorandum).
In addition, the Company has increased (i) the maximum aggregate principal amount of New 2038 Notes that the CCO Issuers will issue in connection with the Exchange Offers from $1,750,000,000 to $2,000,000,000 (as increased, the "New 2038 Notes Cap"), (ii) the maximum aggregate principal amount of New 2041 Notes that the CCO Issuers will issue in connection with the Exchange Offers from $1,750,000,000 to $2,000,000,000 (as increased, the "New 2041 Notes Cap") and (iii) the maximum aggregate principal amount of 4.500% Notes that the Company will accept for exchange pursuant to the terms of the Pool 1 Offer from $450,000,000 to $614,423,000, which is equivalent to the amount of 4.500% Notes tendered prior to the Early Tender Date (as increased, the "4.500% Notes Sub-Cap"). The maximum aggregate principal amount of Pool 1 Notes that the Company will accept for exchange is an amount of Pool 1 Notes that results in the issuance of New 2038 Notes in an amount not exceeding the New 2038 Notes Cap. The maximum aggregate principal amount of Pool 2 Notes that the Company will accept for exchange is an amount of Pool 2 Notes that results in the issuance of the New 2041 Notes in an amount not exceeding the New 2041 Notes Cap. The maximum aggregate principal amount of the 4.500% Notes that the Company will accept for exchange is the 4.500% Notes Sub-Cap.
Except as stated in this press release, no other terms of the Exchange Offers have changed. The complete terms and conditions of the Exchange Offers are set forth in the offering memorandum, dated July 23, 2026 (as amended and supplemented from time to time, the "Offering Memorandum").
The withdrawal deadline for the Exchange Offers occurred at 5:00 p.m., New York City time, on August 5, 2026 (the "Withdrawal Deadline"). As a result, tenders of Old Notes submitted in the Exchange Offers after the Withdrawal Deadline will be irrevocable except in the limited circumstances where additional withdrawal rights are required by law (as determined by the Company).
The pricing of the New Notes will occur at 10:00 a.m., New York City time, on August 6, 2026.
The Company has elected to exercise its right to settle the Exchange Offers for Old Notes that were validly tendered (and not validly withdrawn) prior to or at the Early Tender Date and that are accepted for exchange pursuant to the terms of the applicable Exchange Offers on August 12, 2026 (the "Early Settlement Date").
Eligible Holders of Old Notes who validly tendered their Old Notes on or prior to the Early Tender Date, and whose Old Notes are accepted pursuant to the terms of the applicable Exchange Offers, will receive (i) the Total Exchange Consideration, which includes the Early Exchange Premium (as defined in the Offering Memorandum), and (ii) accrued and unpaid interest in cash from the last applicable interest payment date to, but excluding, the Early Settlement Date, plus amounts due in lieu of fractional amounts of New Notes.
The amount of outstanding Old Notes validly tendered at or prior to the Early Tender Date (and not validly withdrawn at or prior to the Withdrawal Deadline), as reflected in the tables above, satisfied the Minimum New Issue Condition in each of the Exchange Offers as described in the Offering Memorandum.
The Exchange Offers will expire at 5:00 p.m., New York City time, on August 20, 2026, unless extended or earlier terminated by the Company (the "Expiration Date").
The New Notes and related guarantees and the offering thereof have not been registered with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), or any state or foreign securities laws. The New Notes and related guarantees may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Exchange Offers are only being made, and the New Notes and related guarantees are only being offered and will only be issued to holders of Old Notes who are (1) reasonably believed to be "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the Securities Act ("Rule 144A") or (2) outside the United States to persons other than "U.S. persons" as defined in Rule 902 under the Securities Act in offshore transactions in compliance with Regulation S under the Securities Act ("Regulation S") (such holders, the "Eligible Holders"). Only Eligible Holders who have properly completed and returned the eligibility certification, which is available from the information agent, are authorized to receive and review the Offering Memorandum and to participate in the Exchange Offers. Additionally, in order to participate in the Exchange Offers, Eligible Holders located in Canada are required to complete, sign and submit to the information agent a Canadian Eligibility Form (which is available from the information agent). There is no separate letter of transmittal in connection with the Offering Memorandum.
Holders are advised to check with any bank, securities broker or other intermediary through which they hold Old Notes as to when such intermediary needs to receive instructions from a holder in order for that holder to be able to participate in, or (in the circumstances in which revocation is permitted) revoke their instruction to participate in the Exchange Offers before the deadlines specified herein and in the Offering Memorandum, eligibility certification and Canadian Eligibility Form. The deadlines set by each clearing system for the submission and withdrawal of exchange instructions will also be earlier than the relevant deadlines specified herein and in the Offering Memorandum, eligibility certification and Canadian Eligibility Form.
This press release is not an offer to sell or a solicitation of an offer to buy any of the securities described herein. The Exchange Offers are being made solely by the Offering Memorandum and only to such persons and in such jurisdictions as is permitted under applicable law.
Barclays Capital Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC are serving as the joint lead dealer managers for the Exchange Offers, and BofA Securities, Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC are serving as the co-dealer managers for the Exchange Offers. Questions regarding the Exchange Offers may be directed to Barclays Capital Inc., Liability Management Group at (800) 438-3242 (toll free) or (212) 528-7581 (collect), Citigroup Global Markets Inc., Liability Management Group at (800) 558-3745 (toll free) or (212) 723-6106 (collect) or Morgan Stanley & Co. LLC, Liability Management Group at (800) 624-1808 (toll free) or (212) 761-1057 (collect).
D.F. King & Co., Inc. will act as the exchange agent and information agent for the Exchange Offers. Documents relating to the Exchange Offers will only be distributed to holders of Old Notes who certify that they are Eligible Holders. Questions or requests for assistance related to the Exchange Offers or for additional copies of the Offering Memorandum, eligibility certification or Canadian beneficial holder form may be directed to D.F. King & Co., Inc. at (888) 644-5854 (toll-free) or (646) 981-1289 (banks and brokers) or by email at [email protected]. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offers. The Offering Memorandum, eligibility certification and Canadian beneficial holder form can be accessed at the following link: www.dfking.com/charter.
About Charter
Charter Communications, Inc. (NASDAQ: CHTR) is a leading broadband connectivity company with services available to nearly 59 million homes and small to large businesses across 41 states through its Spectrum brand. Founded in 1993, Charter has evolved from providing cable TV to streaming, and from high-speed Internet to a converged broadband, WiFi and mobile experience. Over the Spectrum Fiber Broadband Network and supported by our 100% U.S.-based employees, the company offers Seamless Connectivity and Entertainment with Spectrum Internet®, Mobile, TV and Voice products.
More information about Charter can be found at corporate.charter.com.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, the Exchange Offers. Although we believe that our plans, intentions and expectations as reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions including, without limitation, the factors described under "Risk Factors" from time to time in Charter's filings with the SEC. Many of the forward-looking statements contained in this press release may be identified by the use of forward-looking words such as "believe," "future," "expect," "anticipate," "should," "planned," "will," "may," "intend," "estimated," "aim," "on track," "target," "opportunity," "tentative," "positioning," "designed," "create," "predict," "project," "initiatives," "seek," "would," "could," "continue," "ongoing," "upside," "increases," "grow," "focused on" and "potential," among others.
All forward-looking statements attributable to the Company or any person acting on our behalf are expressly qualified in their entirety by this cautionary statement. The Company is under no duty or obligation to update any of the forward-looking statements after the date of this press release.
SOURCE Charter Communications, Inc.
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