STAMFORD, Conn., Aug. 20, 2026 /PRNewswire/ — Charter Communications, Inc. (NASDAQ: CHTR) (along with its subsidiaries, “Charter”) today announced the expiration and final results of 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 5:00 p.m., New York City time, on August 20, 2026 (the “Expiration 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the Exchange Offers, the aggregate principal amount of $84,396,000 of Pool 1 Notes had been validly tendered and not withdrawn in the Pool 1 Offer after the Early Tender Date (as defined below) but on or prior to the Expiration Date, representing 0.8% of the outstanding Pool 1 Notes, and the aggregate principal amount of $60,651,000 of Pool 2 Notes had been validly tendered and not withdrawn in the Pool 2 Offer after the Early Tender Date but on or prior to the Expiration Date, representing 0.6% of the outstanding Pool 2 Notes, each as detailed below.
Pool 1 Notes
Issuer(s)
Title of Security
Aggregate Principal
Amount Outstanding
CUSIP No./ ISIN(1)
Acceptance
Priority Level(2)
Sub-Cap(2)
Principal
Amount Tendered
CCO Issuers
3.500% senior secured
notes due 2042
$1,236,000,000
161175CE2 /
US161175CE27
1
N/A
$15,633,000
3.500% senior secured
notes due 2041
$1,479,000,000
161175BZ6 /
US161175BZ64
2
N/A
$22,770,000
TWC Issuer
4.500% senior debentures
due 2042
$1,250,000,000
88732JBD9 /
US88732JBD90
3
$614,423,000
$0
CCO Issuers
5.375% senior secured
notes due 2047
$2,265,000,000
161175BL7 /
US161175BL78
161175BD5 /
US161175BD52
4
N/A
$31,422,000
2.300% senior secured
notes due 2032
$1,000,000,000
161175BX1 /
US161175BX17
5
N/A
$10,345,000
2.800% senior secured
notes due 2031
$1,590,000,000
161175BU7 /
US161175BU77
6
N/A
$626,000
2.250% senior secured
notes due 2029
$1,250,000,000
161175CD4 /
US161175CD44
7
N/A
$3,600,000
___________________
(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.
(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 4.500% Notes Sub-Cap (as defined below) 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.
Pool 2 Notes
Issuer(s)
Title of Security
Aggregate Principal
Amount Outstanding
CUSIP No./ ISIN(1)
Acceptance
Priority Level(2)
Sub-Cap
Principal
Amount Tendered
CCO Issuers
3.700% senior secured
notes due 2051
$2,050,000,000
161175BV5 /
US161175BV50
1
N/A
$5,548,000
3.900% senior secured
notes due 2052
$2,400,000,000
161175CA0 /
US161175CA05
2
N/A
$11,006,000
4.800% senior secured
notes due 2050
$2,473,000,000
161175BT0 /
US161175BT05
3
N/A
$3,810,000
5.125% senior secured
notes due 2049
$1,244,000,000
161175BS2 /
US161175BS22
4
N/A
$6,935,000
5.250% senior secured
notes due 2053
$1,500,000,000
161175CK8 /
US161175CK86
5
N/A
$33,352,000
___________________
(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.
(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.
As previously announced, the maximum aggregate principal amount of New 2038 Notes that the CCO Issuers will issue in connection with the Exchange Offers is $2,000,000,000 (the “New 2038 Notes Cap”), the maximum aggregate principal amount of New 2041 Notes that the CCO Issuers will issue in connection with the Exchange Offers is $2,000,000,000 (the “New 2041 Notes Cap”) and 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 is $614,423,000 (the “4.500% Notes Sub-Cap”). The maximum aggregate principal amount of Pool 1 Notes that the Company will accept for exchange pursuant to the terms of the Pool 1 Offer 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 pursuant to the terms of the Pool 2 Offer 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. The aggregate principal amount of 4.500% Notes tendered as of the Early Tender Date is equal to the 4.500% Notes Sub-Cap and as such no additional 4.500% Notes tendered after the Early Tender Date will be accepted.
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”).
Eligible Holders of Old Notes who validly tendered their Old Notes after 5:00 p.m., New York City time, on August 5, 2026 (the “Early Tender Date”) on or prior to the Expiration 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 Final Settlement Date, the amount of any pre-issuance interest on the New Notes exchanged therefor for the period from, and including, August 12, 2026 (the “Early Settlement Date”) to, but not including, the Final Settlement Date, plus amounts due in lieu of fractional amounts of New Notes.
The final settlement of the Exchange Offers for Old Notes validly tendered after the Early Tender Date and at or prior to the Expiration Date is expected to occur on August 24, 2026 (such date, the “Final Settlement Date”), subject to the satisfaction of the conditions of the Exchange Offers as set forth in the Offering Memorandum. Upon completion of the final settlement of the Exchange Offers, the Old Notes Issuers will have exchanged in total, (i) $2,749,089,000 in aggregate principal amount of the Pool 1 Notes for New 2038 Notes and cash, and (ii) $2,750,000,000 in aggregate principal amount of the Pool 2 Notes for New 2041 Notes and cash, in each case, as set forth in the Offering Memorandum.
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.
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. acts 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 charter@dfking.com. 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 the leading broadband and video company in the nation and the fastest growing mobile provider in its footprint, with services available to more than 70 million homes and small to large businesses across 45 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 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.
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SOURCE Charter Communications, Inc.
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