Charter Announces Debt Exchange Offers
Rhea-AI Summary
Charter Communications (NASDAQ: CHTR) announced that subsidiaries Charter Communications Operating and Charter Communications Operating Capital, together with Time Warner Cable, launched two private debt exchange offers on July 23, 2026. The Pool 1 Offer covers seven series of senior secured notes and debentures, to be exchanged for cash and new Senior Secured Notes due 2038 (New 2038 Notes), subject to a $1.75 billion issuance cap and a $450 million sub-cap on the 4.500% 2042 TWC debentures. The Pool 2 Offer covers five additional series of senior secured notes, to be exchanged for cash and new Senior Secured Notes due 2041 (New 2041 Notes), also capped at $1.75 billion of new issuance. Consideration per $1,000 of existing notes combines a cash component and New Notes determined via a Treasury reference yield plus fixed spreads, with an $50 Early Exchange Premium for tenders before the Early Tender Date. Each exchange is subject to conditions, including at least $500 million of each New Notes series being issued.
Positive
- Up to $3.5 billion of new secured notes across 2038 and 2041 caps
- Early Exchange Premium of $50 per $1,000 incentivizes early participation
- Structured priority and caps manage allocation across 12 note series
Negative
- Exchange Offers conditional on minimum $500 million issuance per new series
- Complex yield and accounting conditions may limit completion of exchanges
News Explained
The offers have commenced but are not yet completed: eligible noteholders may exchange old debt for cash and new notes due
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Jul 22 | Wireless plan launch | Positive | +1.1% | Spectrum Mobile introduced a premium unlimited wireless plan with expanded included benefits. |
| Jul 21 | Advertising expansion | Positive | +1.1% | Spectrum Reach expanded New York operations through the New York Interconnect transition. |
| Jul 16 | Product launch | Positive | +1.6% | Spectrum Business launched TV Control Pro for commercial venue television management. |
| Jun 29 | Earnings scheduling | Neutral | +9.4% | Charter scheduled its second-quarter 2026 financial results webcast for July 24. |
| Jun 18 | Streaming integration | Positive | -2.0% | Spectrum added Netflix to its application store for direct customer membership purchases. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Recent product-related announcements aligned with positive price reactions, while the Netflix availability announcement diverged with a -1.99% reaction.
Key Terms
senior secured notes financial
registration rights regulatory
asc 470-50 regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
Issuer(s) | Title of Security | Aggregate Principal Amount Outstanding | CUSIP No./ ISIN(1) | Acceptance Priority Level(2) | Sub-Cap(2) | Reference Treasury | Bloomberg Reference Page(3) | Fixed Spread (Basis Points) | Early Exchange Premium(4)(5) | Cash |
CCO Issuers | 161175CE2 / US161175CE27 | 1 | N/A | FIT 1 | +165 Bps | |||||
161175BZ6 / US161175BZ64 | 2 | N/A | FIT 1 | +215 Bps | ||||||
Time Warner Cable, LLC ("TWC Issuer" or "TWC") | 88732JBD9 / US88732JBD90 | 3 | FIT 1 | +190 Bps | ||||||
CCO Issuers | 161175BL7 / US161175BL78 161175BD5 / US161175BD52 | 4 | N/A | FIT 1 | +215 Bps | |||||
161175BX1 / US161175BX17 | 5 | N/A | FIT 1 | +110 Bps | ||||||
161175BU7 / US161175BU77 | 6 | N/A | FIT 1 | +110 Bps | ||||||
161175CD4 / US161175CD44 | 7 | N/A | FIT 1 | +80 Bps |
_____________ | |
(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 |
(3) | The Bloomberg Reference Page/Screen is provided for convenience only. To the extent any Bloomberg Reference Page/Screen changes prior to the Pricing Time (as defined below), the Joint-Lead Dealer Managers referred to below will quote the applicable Reference Treasury Security from the updated Bloomberg Reference Page/Screen. |
(4) | Per |
(5) | The Total Exchange Consideration (as defined below) for 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 is inclusive of the Early Exchange Premium. |
(6) | Represents the portion of the Total Exchange Consideration or the Base Exchange Consideration in each case for the Pool 1 Notes, as applicable, that will be payable in cash per |
Charter also announced today the commencement by CCO Issuers of a private offer to exchange (the "Pool 2 Offer") 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 with registration rights, as described and for the consideration summarized in the table below. The aggregate principal amount of Pool 2 Notes of each series that are accepted for exchange will be based on, among other things, the order of acceptance priority for such series as set forth in the table below, such that the aggregate principal amount of Pool 2 Notes accepted in the Pool 2 Offer results in the issuance of New 2041 Notes in an amount not exceeding
Issuer(s) | Title of Security | Aggregate Principal Amount Outstanding | CUSIP No./ ISIN(1) | Acceptance Priority Level(2) | Sub-Cap(2) | Reference Treasury | Bloomberg Reference Page(3) | Fixed Spread (Basis Points) | Early Exchange Premium(4)(5) | Cash |
CCO Issuers | 161175BV5 / US161175BV50 | 1 | N/A | FIT 1 | +190 Bps | |||||
161175CA0 / US161175CA05 | 2 | N/A | FIT 1 | +195 Bps | ||||||
161175BT0 / US161175BT05 | 3 | N/A | FIT 1 | +205 Bps | ||||||
161175BS2 / US161175BS22 | 4 | N/A | FIT 1 | +220 Bps | ||||||
161175CK8 / US161175CK86 | 5 | N/A | FIT 1 | +210 Bps |
_____________ | |
(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, the principal amount of each series of Pool 2 Notes that is purchased 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) | The Bloomberg Reference Page/Screen is provided for convenience only. To the extent any Bloomberg Reference Page/Screen changes prior to the Pricing Time, the Joint-Lead Dealer Managers referred to below will quote the applicable Reference Treasury Security from the updated Bloomberg Reference Page/Screen. |
(4) | Per |
(5) | The Total Exchange Consideration for 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 is inclusive of the Early Exchange Premium. |
(6) | Represents the portion of the Total Exchange Consideration or the Base Exchange Consideration in each case for the Pool 2 Notes, as applicable, that will be payable in cash per |
Eligible Holders (as defined below) of Old Notes who validly tendered at or prior to the Early Tender Date (and not validly withdrawn at or prior to the Withdrawal Deadline), and whose Old Notes are accepted pursuant to the terms of the applicable Exchange Offers, will receive the Total Exchange Consideration. The Total Exchange Consideration (which includes the Early Exchange Premium) for each
The New 2038 Notes will bear interest at a rate per annum to be determined as of the Pricing Time, as the sum of (a) the bid-side yield on the
Set forth below is a table summarizing certain material terms of the New Notes:
Title of Series | Maturity Date | Benchmark Security | Spread to Benchmark |
New 2038 Notes | September 1, 2038 |
| 245 |
New 2041 Notes | September 1, 2041 |
| 270 |
Eligible Holders of Old Notes who validly tendered after the Early Tender Date but on or prior to the Expiration Date, and whose Old Notes are accepted pursuant to the terms of the applicable Exchange Offers, will receive the Base Exchange Consideration. The Base Exchange Consideration for each series of Old Notes validly tendered and accepted for exchange pursuant to the Exchange Offers will equal the Total Exchange Consideration for such series of Old Notes minus the applicable Early Exchange Premium for such series of Old Notes.
In addition, Eligible Holders of Old Notes who validly tendered their Old Notes on or prior to the Expiration Date, and whose Old Notes are accepted 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 (the "Accrued Interest"), plus amounts due in lieu of fractional amounts of New Notes. Eligible Holders who receive New Notes in exchange for Old Notes on the Final Settlement Date (as defined below) will receive New Notes that will, if the Early Settlement Date (as defined below) has occurred, have an embedded entitlement to pre-issuance interest for the period from, and including, the Early Settlement Date to, but not including, the Final Settlement Date. As a result, the cash payable for Accrued Interest on the Old Notes exchanged on the Final Settlement Date will be reduced by the amount of pre-issuance interest on the New Notes exchanged therefor.
The Exchange Offers are being conducted upon the terms and subject to the conditions set forth in an offering memorandum, dated July 23, 2026 (the "Offering Memorandum"). The Company reserves the right, in its sole and absolute discretion, to increase the New 2038 Notes Cap or the New 2041 Notes Cap without extending the Withdrawal Deadline or otherwise reinstating withdrawal rights.
The consummation of each Exchange Offer is subject to and conditioned upon the satisfaction or waiver of certain conditions, including, (i) that with respect to each series of New Notes, at least
Only Eligible Holders of Old Notes who validly tender their Old Notes at or before 5:00 p.m.
The Exchange Offers will expire at 5:00 p.m.,
The Company reserves the right, but is under no obligation, at any point following the Early Tender Date and before the Expiration Date, to accept for exchange any Old Notes validly tendered at or prior to the Early Tender Date (the date of such exchange, the "Early Settlement Date"). The Early Settlement Date will be determined at the Company's option and is currently expected to occur on August 12, 2026, the fifth business day immediately following the Early Tender Date. If, after the Early Tender Date, the Company choose to exercise its options to have an Early Settlement Date and all conditions to the relevant Exchange Offers have been or are concurrently satisfied or waived by the Company, the Old Notes Issuers will, subject to the terms of the Exchange Offers, accept for exchange all Old Notes validly tendered in the Exchange Offers prior to the Early Tender Date subject to proration, and the exchange for such Old Notes will be made on the Early Settlement Date.
The Final Settlement Date for the Exchange Offers will be promptly after the Expiration Date and is currently expected to occur on August 24, 2026, the second business day immediately following the Expiration Date (the "Final Settlement Date").
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 New Notes and related guarantees have not been registered under the Securities Act or any state securities laws. Therefore, the New Notes and related guarantees may not be offered or sold in
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 dealer managers for the Exchange Offers (the "Joint Lead Dealer Managers"). 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 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
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.
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SOURCE Charter Communications, Inc.