Charter Announces Pricing Terms For Debt Exchange Offers
Rhea-AI Summary
Charter Communications (NASDAQ: CHTR) announced final pricing terms for two private debt exchange offers. In the Pool 1 Offer, seven series of notes issued by CCO Issuers and Time Warner Cable may be exchanged for cash and new Senior Secured Notes due 2038, subject to a $2.0 billion aggregate principal cap.
In the Pool 2 Offer, five CCO note series may be exchanged for cash and new Senior Secured Notes due 2041, also capped at $2.0 billion. Eligible holders who tendered by August 5, 2026 receive a $50 early exchange premium per $1,000. Charter expects on August 12, 2026 to accept all Pool 1 and Pool 2 notes tendered at all acceptance levels. New 2038 Notes will yield 7.087% and New 2041 Notes 7.337%, each priced at $1,000 per note. The offers expire August 20, 2026.
Positive
- New 2038 Notes yield 7.087% with $1,000 new issue price
- New 2041 Notes yield 7.337% with $1,000 new issue price
- Exchange offers cover 12 outstanding note series across Pool 1 and Pool 2
- Aggregate principal caps of $2.0 billion for each of the New 2038 and New 2041 note series
- Early exchange premium of $50 per $1,000 principal for eligible early tenders
Negative
- None.
News Explained
Existing common holders face a debt-level restructuring, while accepted lenders receive cash and new secured notes instead of a stated equity issuance.
Charter has priced its two debt exchange offers, but they are not yet settled; accepted noteholders would receive cash and new senior secured notes, making the disclosed transaction a change to debt claims rather than a stated common-share issuance.
For each
The
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Aug 06 | Senior notes offering | Neutral | +2.8% | Senior notes offering preceded a positive 24-hour reaction. |
| Aug 06 | Early tender results | Positive | +2.8% | Early tender results and enlarged exchange capacity preceded positive reaction. |
| Jul 24 | Second-quarter earnings | Negative | -2.5% | Revenue, EBITDA and customer declines accompanied negative shareholder reaction. |
| Jul 23 | Debt exchange launch | Neutral | -2.5% | Debt exchange launch preceded a negative 24-hour reaction. |
| Jul 22 | Wireless plan launch | Positive | +1.1% | Premium wireless plan introduction preceded positive reaction. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Recent reactions to Charter announcements were mixed, with debt-exchange items producing both positive and negative recorded reactions.
Key Terms
senior secured notes financial
fixed spread financial
qualified institutional buyers regulatory
rule 144a regulatory
regulation s 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 | Reference Yield(3) | Fixed Spread (Basis Points) | Exchange Offer Yield(4) | Early Exchange Premium(5)(6) | Total Exchange Consideration(6) | Cash |
CCO Issuers | 161175CE2 / US161175CE27 | 1 | N/A | 5.186 % | +165 Bps | 6.836 % | ||||||
161175BZ6 / US161175BZ64 | 2 | N/A | 4.637 % | +215 Bps | 6.787 % | |||||||
Time Warner Cable, LLC ("TWC Issuer" or "TWC") | 88732JBD9 / US88732JBD90 | 3 | 5.186 % | +190 Bps | 7.086 % | |||||||
CCO Issuers | 161175BL7 / US161175BL78 161175BD5 US161175BD52 | 4 | N/A | 5.186 % | +215 Bps | 7.336 % | ||||||
161175BX1 / US161175BX17 | 5 | N/A | 4.355 % | +110 Bps | 5.455 % | |||||||
161175BU7 / US161175BU77 | 6 | N/A | 4.355 % | +110 Bps | 5.455 % | |||||||
161175CD4 / US161175CD44 | 7 | N/A | 4.270 % | +80 Bps | 5.070 % |
____________________ | |
(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) | Represents the yield to maturity based on the bid side price of the Reference |
(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 |
(6) | Per |
(7) | Represents the portion of the Total Exchange Consideration for the Pool 1 Notes that will be payable in cash per |
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
Issuer(s) | Title of Security | Aggregate Principal Amount Outstanding | CUSIP No./ ISIN(1) | Acceptance Priority Level(2) | Sub-Cap(2) | Reference | Reference Yield(3) | Fixed Spread (Basis Points) | Exchange Offer Yield(4) | Early Exchange Premium(5)(6) | Total Exchange Consideration(6) | Cash |
CCO Issuers | 161175BV5 / US161175BV50 | 1 | N/A | 5.187 % | +190 Bps | 7.087 % | ||||||
161175CA0 / US161175CA05 | 2 | N/A | 5.187 % | +195 Bps | 7.137 % | |||||||
161175BT0 / US161175BT05 | 3 | N/A | 5.187 % | +205 Bps | 7.237 % | |||||||
161175BS2 / US161175BS22 | 4 | N/A | 5.186 % | +220 Bps | 7.386 % | |||||||
161175CK8 / US161175CK86 | 5 | N/A | 5.187 % | +210 Bps | 7.287 % |
____________________ | |
(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 |
(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 |
(6) | Per |
(7) | Represents the portion of the Total Exchange Consideration for the Pool 2 Notes that will be payable in cash per |
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.,
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
The yield on the New 2038 Notes will be
The Exchange Offers will expire at 5:00 p.m.,
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
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) 558-3745 (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
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.