Charter Announces Results Of Early Tenders In Debt Exchange Offers And Amendment And Upsize of Debt Exchange Offers

Rhea-AI Summary

Charter Communications (NASDAQ: CHTR) reported early tender results for its private debt exchange offers by CCO Issuers and Time Warner Cable, LLC. As of the early tender date of August 5, 2026, holders had validly tendered $2.665 billion of Pool 1 Notes (26.5% of outstanding) and $2.689 billion of Pool 2 Notes (27.8% of outstanding).

Charter amended the offers to give holders who tender after the Early Tender Date but on or before the August 20, 2026 expiration the same Total Exchange Consideration per $1,000 of Old Notes as early tenders. It also increased the New 2038 Notes cap from $1.75 billion to $2.0 billion, the New 2041 Notes cap from $1.75 billion to $2.0 billion, and the 4.500% TWC 2042 debentures sub-cap from $450 million to $614.423 million, matching all early tenders in that series. Early-settlement for accepted early tenders is scheduled for August 12, 2026, following pricing of the New Notes on August 6, 2026.

Positive

• $2.665 billion of Pool 1 Notes tendered (26.5% of outstanding)
• $2.689 billion of Pool 2 Notes tendered (27.8% of outstanding)
• New 2038 Notes issuance cap increased from $1.75 billion to $2.0 billion
• New 2041 Notes issuance cap increased from $1.75 billion to $2.0 billion
• 4.500% TWC 2042 debentures sub-cap raised to match $614.423 million tendered
• Minimum New Issue Condition satisfied for both exchange offers at early tender

Negative

• None.

News Explained

The minimum issuance condition is met, but settlement is pending; disclosed consideration is cash and new notes, not common shares.

The early tenders satisfied the minimum new issue condition, but the exchange remains unsettled; the disclosed consideration is cash and new notes, so the transaction changes debt obligations rather than common-share ownership.

Since the August 5, 2026 withdrawal deadline passed, tenders submitted after it are irrevocable except where law requires additional withdrawal rights, leaving the remaining offer open without a general right to reverse a tender.

News Market Reaction – CHTR

+2.79%

1 alert

+2.79% Session close to close

$18.78B Market Cap

0.6x Rel. Volume

In the Aug 6 session, CHTR gained 2.79%, reflecting a moderate positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

Recent insider activity was classified as Net Selling, adding governance context to Charter’s debt-e...

Analysis

Recent insider activity was classified as Net Selling, adding governance context to Charter’s debt-exchange update. The platform record also includes a prior -2.52% reaction to the earlier exchange announcement.

Key Figures

Pool 1 tenders: $2,664,740,000 Pool 1 tender percentage: 26.5% Pool 2 tenders: $2,689,377,000 +5 more

8 metrics

Pool 1 tenders $2,664,740,000 At the August 5, 2026 Early Tender Date

Pool 1 tender percentage 26.5% Of outstanding Pool 1 Notes

Pool 2 tenders $2,689,377,000 At the August 5, 2026 Early Tender Date

Pool 2 tender percentage 27.8% Of outstanding Pool 2 Notes

New 2038 Notes Cap $1,750,000,000 to $2,000,000,000 Maximum aggregate issuance increased in the Pool 1 Offer

New 2041 Notes Cap $1,750,000,000 to $2,000,000,000 Maximum aggregate issuance increased in the Pool 2 Offer

4.500% Notes Sub-Cap $450,000,000 to $614,423,000 Maximum Pool 1 acceptance amount increased

Early Settlement Date August 12, 2026 Settlement for accepted early tenders

Historical Context

5 past events · Latest: Jul 24 (Negative)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Jul 24	2Q26 earnings report	Negative	-2.5%	Revenue, EBITDA, free cash flow and connectivity customers declined year over year.
Jul 23	Debt exchange offers	Neutral	-2.5%	Subsidiaries launched two private exchange offers for existing senior debt securities.
Jul 22	Mobile plan launch	Positive	+1.1%	Spectrum Mobile introduced a premium wireless plan with additional customer benefits.
Jul 21	Advertising expansion	Positive	+1.1%	Spectrum Reach expanded operations through New York Interconnect capabilities.
Jul 16	Business product launch	Positive	+1.6%	Spectrum Business launched a centralized multi-screen television management solution.

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

Pattern Detected

Reactions varied by announcement type; the recent debt-exchange and earnings releases each showed a -2.52% 24-hour reaction, while product and operational announcements had positive reactions.

Key Terms

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

5 terms

senior secured notes financial

"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""

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

"as defined in Rule 144A under the Securities Act"

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 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"

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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STAMFORD, Conn., Aug. 6, 2026 /PRNewswire/ -- Charter Communications, Inc. (NASDAQ: CHTR) (along with its subsidiaries, "Charter")  announced today the early tender results for 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 the previously announced early tender time of 5:00 p.m., New York City time, on August 5, 2026 (the "Early Tender 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 $2,664,740,000 of Pool 1 Notes had been validly tendered and not withdrawn in the Pool 1 Offer, representing 26.5% of the outstanding Pool 1 Notes, and the aggregate principal amount of $2,689,377,000 of Pool 2 Notes had been validly tendered and not withdrawn in the Pool 2 Offer, representing 27.8% 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	$323,348,000
	3.500% senior secured notes due 2041	$1,479,000,000	161175BZ6 / US161175BZ64	2	N/A	$450,822,000
TWC Issuer	4.500% senior debentures due 2042	$1,250,000,000	88732JBD9 / US88732JBD90	3	$ 614,423,000	$614,423,000
CCO Issuers	5.375% senior secured notes due 2047	$2,265,000,000	161175BL7 / US161175BL78 161175BD5 US161175BD52	4	N/A	$778,719,000
	2.300% senior secured notes due 2032	$1,000,000,000	161175BX1 / US161175BX17	5	N/A	$144,042,000
	2.800% senior secured notes due 2031	$1,590,000,000	161175BU7 /  US161175BU77	6	N/A	$260,060,000
	2.250% senior secured notes due 2029	$1,250,000,000	161175CD4 / US161175CD44	7	N/A	$93,326,000

(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 sub-cap with respect to the aggregate principal amount of such series set forth in this table 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	$517,617,000
	3.900% senior secured notes due 2052	$2,400,000,000	161175CA0 / US161175CA05	2	N/A	$504,449,000
	4.800% senior secured notes due 2050	$2,473,000,000	161175BT0 / US161175BT05	3	N/A	$864,822,000
	5.125% senior secured notes due 2049	$1,244,000,000	161175BS2 / US161175BS22	4	N/A	$505,766,000
	5.250% senior secured notes due 2053	$1,500,000,000	161175CK8 / US161175CK86	5	N/A	$296,723,000

(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.

Charter further announced that the Company has amended the Exchange Offers to increase the consideration for Eligible Holders who validly tender their Old Notes after the Early Tender Date (as defined below) but on or prior to the Expiration Date (as defined below), and whose Old Notes are accepted for exchange pursuant to the terms of the applicable Exchange Offers, to receive, for each $1,000 aggregate principal amount of Old Notes validly tendered after the Early Tender Date but on or prior to the Expiration Date (and not validly withdrawn), the Total Exchange Consideration (as defined in the Offering Memorandum).

In addition, the Company has increased (i) the maximum aggregate principal amount of New 2038 Notes that the CCO Issuers will issue in connection with the Exchange Offers from $1,750,000,000 to $2,000,000,000 (as increased, the "New 2038 Notes Cap"), (ii) the maximum aggregate principal amount of New 2041 Notes that the CCO Issuers will issue in connection with the Exchange Offers from $1,750,000,000 to $2,000,000,000 (as increased, the "New 2041 Notes Cap") and (iii) 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 from $450,000,000 to $614,423,000, which is equivalent to the amount of 4.500% Notes tendered prior to the Early Tender Date (as increased, the "4.500% Notes Sub-Cap"). The maximum aggregate principal amount of Pool 1 Notes that the Company will accept for exchange 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 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.

Except as stated in this press release, no other terms of the Exchange Offers have changed. 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").

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 pricing of the New Notes will occur at 10:00 a.m., New York City time, on August 6, 2026.

The Company has elected to exercise its right to settle the Exchange Offers for Old Notes that were validly tendered (and not validly withdrawn) prior to or at the Early Tender Date and that are accepted for exchange pursuant to the terms of the applicable Exchange Offers on August 12, 2026 (the "Early Settlement Date").

Eligible Holders of Old Notes who validly tendered their Old Notes on or prior to the Early Tender 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 Early Settlement Date, plus amounts due in lieu of fractional amounts of New Notes.

The amount of outstanding Old Notes validly tendered at or prior to the Early Tender Date (and not validly withdrawn at or prior to the Withdrawal Deadline), as reflected in the tables above, satisfied the Minimum New Issue Condition in each of the Exchange Offers as described in the Offering Memorandum.

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 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.

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 100% U.S.-based employees, the company offers Seamless Connectivity and Entertainment with Spectrum Internet®, Mobile, TV and Voice products.

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.

FAQ

What early tender results did Charter Communications (CHTR) report for its 2026 debt exchange offers?

Charter reported early tenders of $2.665 billion of Pool 1 Notes and $2.689 billion of Pool 2 Notes. According to Charter, these amounts represent 26.5% and 27.8% of the outstanding Pool 1 and Pool 2 Notes, respectively, satisfying the Minimum New Issue Condition.

How did Charter (CHTR) amend the consideration for late tenders in the 2026 exchange offers?

Charter increased consideration so eligible holders tendering after the Early Tender Date receive the same Total Exchange Consideration per $1,000 as early tenders. According to Charter, this applies to Old Notes validly tendered and accepted on or before the August 20, 2026 expiration date.

What caps did Charter (CHTR) raise on its New 2038 and New 2041 Notes in August 2026?

Charter lifted the New 2038 Notes cap from $1.75 billion to $2.0 billion and the New 2041 Notes cap from $1.75 billion to $2.0 billion. According to Charter, these higher caps govern maximum issuance tied to accepted Pool 1 and Pool 2 exchanges.

When do Charter’s 2026 exchange offers for CHTR notes expire and when is early settlement?

The exchange offers are scheduled to expire at 5:00 p.m. New York City time on August 20, 2026. According to Charter, early-settlement for Old Notes tendered by the Early Tender Date and accepted is expected on August 12, 2026.

Who can participate in Charter Communications’ (CHTR) 2026 private debt exchange offers?

Participation is limited to Eligible Holders who are qualified institutional buyers under Rule 144A or certain non-U.S. persons under Regulation S. According to Charter, these investors must complete an eligibility certification, and Canadian holders must also submit a Canadian Eligibility Form.

Are the New 2038 and 2041 Notes in Charter’s 2026 exchange offers registered with the SEC?

The New Notes and guarantees are not registered under the Securities Act or state securities laws. According to Charter, they may only be offered or sold under an applicable registration exemption and only to Eligible Holders in permitted jurisdictions.

What change did Charter (CHTR) make to the 4.500% TWC 2042 debentures sub-cap in the 2026 exchange?

Charter increased the 4.500% TWC senior debentures due 2042 sub-cap from $450 million to $614.423 million. According to Charter, this new sub-cap equals the entire principal amount of that series tendered before the Early Tender Date.