Charter Announces Tender Offers for Eight Series of Notes

STAMFORD, Conn., Nov. 10, 2026 /PRNewswire/ -- Charter Communications, Inc. (NASDAQ: CHTR, CHTRP) (along with its subsidiaries, "Charter") announced today the commencement by its wholly-owned subsidiaries, Charter Communications Operating, LLC ("CCO") and Charter Communications Operating Capital Corp. ("CCO Capital" and, together with CCO, collectively, the "Issuers" or the "Company"), of eight separate offers to purchase for cash the outstanding series of their notes listed in the table below (collectively, the "Notes" and such tender offers, the "Offers") for aggregate Consideration (as defined below) of up to $1,500,000,000, on the terms and subject to the conditions set forth in the Offer to Purchase dated November 10, 2026 (the "Offer to Purchase"). 

The Company is offering to purchase validly tendered Notes using a "waterfall" methodology under which the Notes will be accepted in the order of their Acceptance Priority Levels, subject to the Offer Cap (each as defined below). The Offers are subject to the terms and conditions described in the Offer to Purchase, including (i) the Acceptance Priority Procedures (as described below) and (ii) a $1.5 billion cap (the "Offer Cap") on the aggregate Consideration that the Company will be obligated to pay for all Notes purchased in the Offers (excluding the applicable Accrued Interest (as defined below) and fees and expenses related to the Offers). The Company may increase the amount of Notes accepted for payment in the Offers by no more than 2% of the outstanding Notes of the applicable series subject to proration without amending or extending the Offers.

On the terms and subject to the conditions set forth in the Offer to Purchase, the Company is offering to purchase the following outstanding notes issued by the Issuers for the consideration described below. Terms not otherwise defined are defined in the Offer to Purchase.

The Offers will each expire at 5:00 p.m. (New York City time) on November 17, 2026, unless extended or earlier terminated by the Company (such date and time, as the same may be extended, the "Expiration Date"). All Holders (as defined in the Offer to Purchase) whose Notes are accepted in an Offer will receive a cash payment equal to accrued and unpaid interest on such Notes to, but excluding, the Settlement Date (as defined below) (the "Accrued Interest") in addition to their Consideration. Notes may be validly withdrawn at any time at or prior to the earlier of (i) the Expiration Date and (ii) if the applicable Offer is extended, the 10th business day after commencement of such Offer (such time and date, as the same may be extended, the "Withdrawal Deadline"), but not thereafter, unless otherwise required by applicable law. Upon the terms and subject to the conditions set forth in the Offer to Purchase, Holders who validly tender, and do not validly withdraw, Notes at or prior to the Expiration Date, and whose Notes are accepted for purchase by the Company, will receive the applicable Consideration per $1,000 principal amount of such Notes. The Offers are subject to the satisfaction or waiver of certain conditions, including the General Conditions (as defined in the Offer to Purchase). The Offers are not conditioned on any minimum amount of Notes being tendered, and no Offer is conditioned on the consummation of any other Offer. Subject to applicable law and limitations described in the Offer to Purchase, the Company expressly reserves the right to amend, extend or terminate any of the Offers at any time prior to the Expiration Date.

Subject to the satisfaction or waiver of the conditions of the Offers, the "Acceptance Priority Procedures" with respect to the Offers will operate as follows:

• if the aggregate Consideration for all Notes validly tendered, and not validly withdrawn, at or prior to the Expiration Date does not exceed the Offer Cap, then the Company will accept all such Notes; and
• if the aggregate Consideration for all Notes validly tendered, and not validly withdrawn, at or prior to the Expiration Date exceeds the Offer Cap (subject to any increase in the Offer Cap at the Company's discretion, subject to applicable law), then the Company will (i) accept for purchase all validly tendered Notes of each series starting at the highest Acceptance Priority Level (level 1) and moving sequentially to Notes of each series having a lower Acceptance Priority Level (the lowest of which is level 8) until the aggregate Consideration for all validly tendered Notes of the applicable series, together with the aggregate Consideration for all Notes accepted for purchase from series with higher Acceptance Priority Levels, is as close as possible to, but does not exceed, the Offer Cap, (ii) accept on a prorated basis validly tendered Notes of the series with the next lower Acceptance Priority Level, subject to the Company's ability to increase the amount of Notes of such prorated series by no more than 2% of the outstanding Notes of such series without amending or extending the applicable Offer and (iii) not accept for purchase any Notes of a series with an Acceptance Priority Level below the prorated series.

The "Settlement Date," if any, is the date on which the Company will settle all Notes validly tendered and accepted for purchase, subject to all conditions having been satisfied or waived by the Company. The Settlement Date is expected to be the second business day following the Expiration Date (November 19, 2026), unless the Expiration Date is extended with respect to any Offer.

The applicable Consideration payable by the Company for each $1,000 principal amount of each series of Notes validly tendered at or prior to the Expiration Date, and not validly withdrawn, and accepted by the Company will be paid in cash on the Settlement Date.

Promptly after 3:00 p.m. (New York City time) on November 17, 2026, the scheduled Expiration Date, unless extended (such date and time, as the same may be extended, the "Price Determination Date"), the Company will publicly announce the Consideration for each series of Notes.

If proration of tendered Notes is required, the Company will use commercially reasonable efforts to announce the results of proration by press release prior to 10:00 a.m. (New York City time) on the business day following the Expiration Date.

The Company has retained BofA Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC  (the "Lead Dealer Managers") to act as lead dealer managers for the Offers. Questions regarding terms and conditions of the Offers should be directed to BofA Securities, Inc., Liability Management Group at (888) 292-0070 (toll-free) or (980) 387-3907 (collect), J.P. Morgan Securities LLC, Liability Management Group at (866) 834-4666 (toll-free) or (212) 834-4087 (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 Information Agent and Tender Agent for the Offers. Questions or requests for assistance related to the Offers or for additional copies of the Offer to Purchase may be directed to D.F. King & Co., Inc. at (866) 416-0577 (toll-free) or (212) 993-7540 (banks and brokers) or by email at [email protected]. Copies of the Offer to Purchase are also available at the following web address: www.dfking.com/charter. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers.

If the Company terminates any Offer with respect to one or more series of Notes, it will give prompt notice to the Information Agent and Tender Agent, and all Notes tendered pursuant to such terminated Offer will be returned promptly to the tendering Holders thereof. With effect from such termination, any Notes blocked in The Depository Trust Company ("DTC") will be released.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold 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 withdrawal is permitted) withdraw their instruction to participate in, the Offers before the deadlines specified herein and in the Offer to Purchase. The deadlines set by any such intermediary and DTC for the submission and withdrawal of tender instructions may be earlier than the relevant deadlines specified herein and in the Offer to Purchase.

This press release is for informational purposes only. This press release is not an offer to purchase or a solicitation of an offer to purchase any Notes. The Offers are being made solely pursuant to the Offer to Purchase and related documents. The Offers are not being made to Holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Offers to be made by a licensed broker or dealer, the Offers will be deemed to be made on behalf of the Company by the Lead Dealer Managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

None of the Company, the Lead Dealer Managers, the Tender Agent, the Information Agent, and the trustee with respect to any Notes is making any recommendation as to whether Holders of Notes should tender any Notes in response to the Offers, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders of Notes must make their own decision as to whether to tender any of their Notes, and, if so, the principal amount of Notes to tender.

About Charter

Charter Communications, Inc. (NASDAQ: CHTR, CHTRP), through its Spectrum brand, is the leading internet and video provider in the nation and the fastest growing mobile company in our footprint, with services available to more than 70 million homes and businesses across 45 states. Supported by our 100% U.S.-based employees,* we are America's Internet Company^®.

More information about Charter can be found at corporate.charter.com.

*At close of the Cox acquisition, Spectrum announced that over the next 18 months, it will fully return legacy Cox's customer service function to the U.S.

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 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.