STAMFORD, Conn., Aug. 6, 2026 /PRNewswire/ -- Charter Communications, Inc. (NASDAQ: CHTR) (along with its subsidiaries, "Charter") announced today the pricing terms for the previously announced private offer (the "Pool 1 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 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 in an aggregate principal amount not greater than $2,000,000,000 (the "New 2038 Notes Cap"), as described in the table below. For each $1,000 principal amount of Pool 1 Notes validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on August 5, 2026 and accepted by the applicable Old Notes Issuers, the following table sets forth the yields, the total exchange consideration and the amount of cash component, as priced below:
Issuer(s) | Title of Security | Aggregate Principal Amount Outstanding | CUSIP No./ ISIN(1) | Acceptance Priority Level(2) | Sub-Cap(2) | Reference U.S. Treasury Security | Reference Yield(3) | Fixed Spread (Basis Points) | Exchange Offer Yield(4) | Early Exchange Premium(5)(6) | Total Exchange Consideration(6) | Cash |
CCO Issuers | 3.500% senior secured notes due 2042 | $1,236,000,000 | 161175CE2 / US161175CE27 | 1 | N/A | 5.000% due May 15, 2046 | 5.186Â % | +165 Bps | 6.836Â % | $50.00 | $683.52 | $95.00 |
3.500% senior secured notes due 2041 | $1,479,000,000 | 161175BZ6 / US161175BZ64 | 2 | N/A | 4.375% due May 15, 2036 | 4.637Â % | +215 Bps | 6.787Â % | $50.00 | $695.94 | $130.00 | |
Time Warner Cable, LLC ("TWC Issuer" or "TWC") | 4.500% senior debentures due 2042 | $1,250,000,000 | 88732JBD9 / US88732JBD90 | 3 | $ 614,423,000 | 5.000% due May 15, 2046 | 5.186Â % | +190 Bps | 7.086Â % | $50.00 | $754.01 | $305.00 |
CCO Issuers | 5.375% senior secured notes due 2047 | $2,265,000,000 | 161175BL7 / US161175BL78 161175BD5 US161175BD52 | 4 | N/A | 5.000% due May 15, 2046 | 5.186Â % | +215 Bps | 7.336Â % | $50.00 | $792.65 | $120.00 |
2.300% senior secured notes due 2032 | $1,000,000,000 | 161175BX1 / US161175BX17 | 5 | N/A | 4.125% due June 30, 2031 | 4.355Â % | +110 Bps | 5.455Â % | $50.00 | $852.51 | $0.00 | |
2.800% senior secured notes due 2031 | $1,590,000,000 | 161175BU7 /Â US161175BU77 | 6 | N/A | 4.125% due June 30, 2031 | 4.355Â % | +110 Bps | 5.455Â % | $50.00 | $892.49 | $0.00 | |
2.250% senior secured notes due 2029 | $1,250,000,000 | 161175CD4 / US161175CD44 | 7 | N/A | 4.125% due July 15, 2029 | 4.270Â % | +80 Bps | 5.070Â % | $50.00 | $936.39 | $0.00 |
____________________ | |
(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 and, solely with respect to the 4.500% senior debentures due 2042 issued by the TWC Issuer (the "4.500% Note"), the sub-cap with respect to the aggregate principal amount of such series set forth in this table (the "4.500% Notes Sub-Cap") and proration, the principal amount of each series of Pool 1 Notes that is exchanged 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. |
(3) | Represents the yield to maturity based on the bid side price of the Reference U.S. Treasury Security specified on this table for each series of Old Notes, as calculated by the Joint Lead Dealer Managers at the Pricing Time (as defined below). |
(4) | Represents the sum of (i) the Reference Yield set forth in this table and (ii) the applicable Fixed Spread specified for each series of Pool 1 Notes set forth in this table. |
(5) | Per $1,000 principal amount of the Pool 1 Notes validly tendered prior to or at the Early Tender Date (as defined below) (and not validly withdrawn at or prior to the Withdrawal Deadline (as defined below)) and accepted for exchange, to be paid in the form of New 2038 Notes. |
(6) | Per $1,000 principal amount of the Pool 1 Notes validly tendered prior to or at the Early Tender Date (and not validly withdrawn at or prior to the Withdrawal Deadline) and accepted for exchange, which will be divided into (i) a cash payment equal to the applicable Cash Component and (ii) a principal amount of New 2038 Notes equal to the Total Exchange Consideration minus such Cash Component. The Total Exchange Consideration is inclusive of the Early Exchange Premium. |
(7) | Represents the portion of the Total Exchange Consideration for the Pool 1 Notes that will be payable in cash per $1,000 principal amount of Pool 1 Notes validly tendered and accepted for exchange. |
Charter also announced today the pricing terms for the previously announced private offer (the "Pool 2 Offer" and, together with the Pool 1 Offer, the "Exchange Offers") by the CCO Issuers to exchange 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 in an aggregate principal amount not greater than $2,000,000,000 (the "New 2041 Notes Cap"), as described in the table below. For each $1,000 principal amount of Pool 2 Notes validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on August 5, 2026 and accepted by the CCO Issuers, the following table sets forth the yields, the total exchange consideration and the amount of cash component, as priced below:
Issuer(s) | Title of Security | Aggregate Principal Amount Outstanding | CUSIP No./ ISIN(1) | Acceptance Priority Level(2) | Sub-Cap(2) | Reference U.S. Treasury Security | Reference Yield(3) | Fixed Spread (Basis Points) | Exchange Offer Yield(4) | Early Exchange Premium(5)(6) | Total Exchange Consideration(6) | Cash |
CCO Issuers | 3.700% senior secured notes due 2051 | $2,050,000,000 | 161175BV5 / US161175BV50 | 1 | N/A | 4.750% due February 15, 2056 | 5.187Â % | +190 Bps | 7.087Â % | $50.00 | $607.96 | $0.00 |
3.900% senior secured notes due 2052 | $2,400,000,000 | 161175CA0 / US161175CA05 | 2 | N/A | 4.750% due February 15, 2056 | 5.187Â % | +195 Bps | 7.137Â % | $50.00 | $620.63 | $0.00 | |
4.800% senior secured notes due 2050 | $2,473,000,000 | 161175BT0 / US161175BT05 | 3 | N/A | 4.750% due February 15, 2056 | 5.187Â % | +205 Bps | 7.237Â % | $50.00 | $726.33 | $117.50 | |
5.125% senior secured notes due 2049 | $1,244,000,000 | 161175BS2 / US161175BS22 | 4 | N/A | 5.000% due May 15, 2046 | 5.186Â % | +220 Bps | 7.386Â % | $50.00 | $752.01 | $150.00 | |
5.250% senior secured notes due 2053 | $1,500,000,000 | 161175CK8 / US161175CK86 | 5 | N/A | 4.750% due February 15, 2056 | 5.187Â % | +210 Bps | 7.287Â % | $50.00 | $761.91 | $190.00 |
____________________ | |
(1) | No representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers listed in the Offering Memorandum. 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 and proration, the principal amount of each series of Pool 2 Notes that is exchanged 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. |
(3) | Represents the yield to maturity based on the bid side price of the Reference U.S. Treasury Security specified on this table for each series of Old Notes, as calculated by the Joint Lead Dealer Managers at the Pricing Time. |
(4) | Represents the sum of (i) the Reference Yield set forth in this table and (ii) the applicable Fixed Spread specified for each series of Pool 2 Notes set forth in this table. |
(5) | Per $1,000 principal amount of the Pool 2 Notes validly tendered prior to or at the Early Tender Date (and not validly withdrawn at or prior to the Withdrawal Deadline) and accepted for exchange, to be paid in the form of New 2041 Notes. |
(6) | Per $1,000 principal amount of the Pool 2 Notes validly tendered prior to or at the Early Tender Date (and not validly withdrawn at or prior to the Withdrawal Deadline) and accepted for exchange, which will be divided into (i) a cash payment equal to the applicable Cash Component and (ii) a principal amount of New 2041 Notes equal to the Total Exchange Consideration minus such Cash Component. The Total Exchange Consideration is inclusive of the Early Exchange Premium. |
(7) | Represents the portion of the Total Exchange Consideration for the Pool 2 Notes that will be payable in cash per $1,000 principal amount of Pool 2 Notes validly tendered and accepted for exchange. |
In addition, Eligible Holders (as defined below) whose Old Notes are validly tendered (not validly withdrawn) and accepted for exchange pursuant to the terms of the applicable Exchange Offers will receive in cash accrued and unpaid interest from the last applicable interest payment date to, but excluding, the date on which the exchange of such Old Notes is settled, less the amount of any pre-issuance interest on the New Notes exchanged therefor, and amounts due in lieu of fractional amounts of New Notes.
Based on the principal amount of Old Notes validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on August 5, 2026 and in accordance with the terms of the Exchange Offers, the Old Notes Issuers expect to accept, on August 12, 2026, (i) all of the Pool 1 Notes at Acceptance Priority Levels 1 through 7 and (ii) all of the Pool 2 Notes at Acceptance Priority Levels 1 through 5.
The Exchange Offers described in this press release are being conducted upon the terms and subject to the conditions set forth in the offering memorandum, dated July 23, 2026 (as amended and/or supplemented from time to time, the "Offering Memorandum").
Eligible Holders of Old Notes who validly tendered their Old Notes at or before 5:00 p.m., New York City time, on August 5, 2026 (the "Early Tender Date"), who did not validly withdraw their tenders and whose Old Notes are accepted for exchange, will receive an early exchange premium as set forth in the tables above (the "Early Exchange Premium"). 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 yield on the New 2038 Notes will be 7.087%, and the new issue price of the New 2038 Notes will be $1,000, which has been determined by reference to the bid-side yield on the 4.375% U.S. Treasury Notes due May 15, 2036, as of 10:00 a.m., New York City time, on August 6, 2026 (such date and time, the "Pricing Time"), which was 4.637%, plus 2.450%, rounded to the nearest 0.001%. The yield on the New 2041 Notes will be 7.337%, and the new issue price of the New 2041 Notes will be $1,000, which has been determined by reference to the bid-side yield on the 4.375% U.S. Treasury Notes due May 15, 2036, as of the Pricing Time, which was 4.637%, plus 2.700%, rounded to the nearest 0.001%.
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 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 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" 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) 558-3745Â (toll free) or (212) 723-6106Â (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 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 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.
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.Â
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SOURCE Charter Communications, Inc.
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