Charter Announces Expiration And Final Results Of Debt Exchange Offers

(Moderate)

(Neutral)

Rhea-AI Summary

Charter Communications (NASDAQ: CHTR) announced the expiration and final results of its private debt exchange offers for two pools of senior secured notes and debentures issued by Charter subsidiaries. As of 5:00 p.m. New York City time on August 20, 2026, $84.396 million of Pool 1 Notes (0.8% of outstanding) and $60.651 million of Pool 2 Notes (0.6% of outstanding) were validly tendered after the Early Tender Date and before expiration. Upon final settlement, expected on August 24, 2026, the Old Notes Issuers will have exchanged a total of $2.749089 billion of Pool 1 Notes for New 2038 Notes and cash, and $2.75 billion of Pool 2 Notes for New 2041 Notes and cash, subject to the previously disclosed caps, sub-cap on the 4.500% notes, and conditions in the offering memorandum.

Positive

$2.749089 billion of Pool 1 Notes exchanged for New 2038 Notes and cash
$2.75 billion of Pool 2 Notes exchanged for New 2041 Notes and cash
Post‑early period tenders add $84.396 million Pool 1 and $60.651 million Pool 2

Negative

None.

Market Context

A prior CHTR partnership announcement produced a -4.73% 24-hour reaction, adding historical context ...

Analysis

A prior CHTR partnership announcement produced a -4.73% 24-hour reaction, adding historical context to this final debt-exchange result. The active S-3ASR shelf and Net Selling provide additional financing and insider-activity context.

Key Figures

Pool 1 Notes tendered: $84,396,000 Pool 1 tender rate: 0.8% Pool 2 Notes tendered: $60,651,000 +5 more

8 metrics

Pool 1 Notes tendered $84,396,000 At the August 20, 2026 expiration date

Pool 1 tender rate 0.8% Of outstanding Pool 1 Notes

Pool 2 Notes tendered $60,651,000 At the August 20, 2026 expiration date

Pool 2 tender rate 0.6% Of outstanding Pool 2 Notes

New 2038 Notes cap $2,000,000,000 Maximum aggregate principal amount issuable

New 2041 Notes cap $2,000,000,000 Maximum aggregate principal amount issuable

Pool 1 total exchange $2,749,089,000 Aggregate Pool 1 Notes exchanged upon final settlement

Pool 2 total exchange $2,750,000,000 Aggregate Pool 2 Notes exchanged upon final settlement

Historical Context

5 past events · Latest: Aug 20 (Neutral)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Aug 20	Cox/Liberty transaction	Neutral	-3.1%	Completed Cox and Liberty Broadband transactions; expanded operating footprint and changed ownership structure.
Aug 18	Debt offering	Negative	+2.8%	Closed $4.75 billion senior secured notes offering across four maturities.
Aug 12	Strategic partnership	Positive	-4.7%	Expanded Spectrum and Optimum collaboration for local news and advertising access.
Aug 06	Debt offering	Negative	-3.1%	Priced $4.75 billion senior secured notes to fund acquisition and corporate purposes.
Aug 06	Debt exchange pricing	Neutral	-3.1%	Set final pricing terms for two private debt exchange offers.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

The five supplied prior events all had non-zero 24-hour reactions, with four negative reactions and one positive reaction.

Key Terms

senior secured notes, qualified institutional buyers, rule 144a, regulation s, +1 more

5 terms

senior secured notes financial

"for a combination of cash consideration and a new series of Senior Secured Notes due 2038"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

qualified institutional buyers regulatory

"reasonably believed to be "qualified institutional buyers" ("QIBs") as defined in Rule 144A"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

rule 144a regulatory

""qualified institutional buyers" ("QIBs") as defined in Rule 144A"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

regulation s regulatory

"in offshore transactions in compliance with Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

cusip financial

"CUSIP No./ ISIN(1)"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

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AI-generated analysis. How Rhea-AI works. Not financial advice.

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08/20/2026 - 10:03 PM

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
CCO Issuers	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.

View original content to download multimedia:https://www.prnewswire.com/news-releases/charter-announces-expiration-and-final-results-of-debt-exchange-offers-302856989.html

SOURCE Charter Communications, Inc.

FAQ

What did Charter Communications (NASDAQ: CHTR) announce about its debt exchange offers on August 20, 2026?

Charter announced the expiration and final results of its private exchange offers for two pools of existing notes. According to Charter, the offers covered seven Pool 1 series and five Pool 2 series, exchanging them for new senior secured notes due 2038 and 2041 plus cash.

How much debt did Charter (CHTR) exchange in its 2026 Pool 1 and Pool 2 offers?

Charter expects to exchange $2.749089 billion of Pool 1 Notes and $2.75 billion of Pool 2 Notes. According to Charter, these Old Notes will be swapped for New 2038 and New 2041 senior secured notes, respectively, together with cash consideration, subject to stated caps and conditions.

What were the tender results after the Early Tender Date in Charter’s 2026 exchange offers for CHTR notes?

After the Early Tender Date, $84.396 million of Pool 1 Notes and $60.651 million of Pool 2 Notes were validly tendered. According to Charter, these amounts represent 0.8% of outstanding Pool 1 Notes and 0.6% of outstanding Pool 2 Notes tendered during the later period.

What are the caps on new notes in Charter Communications’ 2026 debt exchange offers for CHTR?

Charter set a $2.0 billion cap for New 2038 Notes and a $2.0 billion cap for New 2041 Notes. According to Charter, Pool 1 acceptances are limited by the New 2038 cap, and Pool 2 acceptances are limited by the New 2041 cap and related proration rules.

When is the final settlement date for Charter’s 2026 CHTR debt exchange offers?

The final settlement for notes tendered after the Early Tender Date is expected on August 24, 2026. According to Charter, Eligible Holders whose Old Notes are accepted will receive total exchange consideration, accrued interest, pre‑issuance interest on New Notes, and cash for fractional amounts.

Who could participate in Charter’s 2026 private exchange offers for CHTR notes?

Participation was limited to Eligible Holders that are qualified institutional buyers or certain non‑U.S. persons in offshore transactions. According to Charter, only holders completing an eligibility certification, and in Canada an additional form, could review the offering memorandum and join the exchange.

Were Charter Communications’ New 2038 and New 2041 Notes registered with the SEC?

The New 2038 and New 2041 Notes and related guarantees were not registered with the SEC. According to Charter, they may only be offered or sold in the United States under an applicable Securities Act exemption or in transactions not subject to registration requirements.