Charter Announces Upsize and Early Tender Results for 4.908% Senior Secured Notes due 2025

Rhea-AI Summary

Charter Communications (NASDAQ: CHTR) announced early tender results for its cash tender offer of 4.908% senior secured notes due 2025. The company increased the repurchase amount from $2.5 billion to $2.7 billion in principal. As of May 22, 2024, $3.51 billion of notes were tendered, representing 78.02% of outstanding notes. Due to oversubscription, accepted notes will be prorated. Payment for validly tendered notes will be made on May 24, 2024. Notes tendered after the early tender time are unlikely to be accepted. Morgan Stanley & Co. acts as the dealer manager for the offer.

Positive

• Increased repurchase amount from $2.5 billion to $2.7 billion.
• 78.02% of outstanding notes tendered, indicating strong investor participation.
• Early tender results show high engagement from noteholders.

Negative

• Oversubscription led to prorated acceptance, affecting investor returns.
• Investors tendering after early tender time unlikely to be accepted.
• Potential for increased financial liability due to upsized tender offer.

Financial Analyst

Charter's announcement of the early tender results and upsize of its 4.908% senior secured notes due 2025 holds substantial implications for stakeholders. By increasing the repurchase amount from $2.5 billion to $2.7 billion, Charter demonstrates strong liquidity and a proactive approach to reducing debt, which can positively affect credit ratings. The high participation rate of 78.02% of outstanding notes indicates investor confidence and a willingness to offload debt at favorable terms.

The proration factor of 0.76954540 suggests that investors tendered more notes than Charter is willing to buy back, signaling strong demand. However, investors should be aware that the acceptance on a pro-rata basis can mean that not all tendered notes will be accepted, potentially leading to partial liquidity for some bondholders.

Short-term, this move is likely to enhance Charter's financial flexibility and could support stock prices by reducing interest expense and improving balance sheet strength. Long-term, the reduction in outstanding debt could set the stage for better financial stability and capital allocation towards growth initiatives.

Market Research Analyst

From a market perspective, the early tender results reflect positively on Charter's market position and investor sentiment. Upsizing the tender offer is a strategic move that indicates Charter's confidence in its operational performance and future cash flows. Given the company's vast customer base and diversified service offerings, reducing debt can free up capital for further investment in innovation and expansion, aligning with long-term growth strategies.

Investors should note that the tender offer has been fully subscribed by the early tender time, indicating robust demand and investor willingness to engage with Charter's debt management strategies. This move could be perceived as a signal of financial health, potentially leading to a positive market reaction and upward adjustments in stock valuations.

However, it's important to monitor how Charter continues to manage its debt and whether it can sustain its operational performance to support ongoing financial commitments. Any deviation from its current financial trajectory could impact investor confidence and subsequently the stock price.

STAMFORD, Conn., May 22, 2024 /PRNewswire/ -- Charter Communications, Inc. (NASDAQ: CHTR) (along with its subsidiaries, "Charter") today announced the early tender results for the previously announced cash tender offer (the "Tender Offer") by its subsidiaries, Charter Communications Operating, LLC and Charter Communications Operating Capital Corp. (collectively, the "Company") for the Company's outstanding 4.908% senior secured notes due 2025 (the "Notes"). The Tender Offer is being made pursuant to the terms and conditions set forth in the offer to purchase, dated May 9, 2024 (as amended and supplemented, the "Offer to Purchase"). Charter further announced that it has increased the maximum amount of the Notes it will repurchase in the Tender Offer from (x) a combined aggregate purchase price of up to $2.5 billion (excluding accrued and unpaid interest up to, but not including, the applicable settlement date and excluding fees and expenses related to the Tender Offer) to (y) up to $2.7 billion combined aggregate principal amount of the Notes (which excludes, for the avoidance of doubt, accrued and unpaid interest up to, but not including, the applicable settlement date and excludes premiums, fees and expenses related to the Tender Offer) (the "Aggregate Maximum Amount"). The Tender Offer now comprises the Company's offer to purchase for cash up to the Aggregate Maximum Amount of the Notes. The Company refers investors to the Offer to Purchase for the complete terms and conditions of the Tender Offer.

As of the previously announced early tender time of 5:00 p.m., New York City time, on May 22, 2024 (the "Early Tender Time"), according to information provided by Global Bondholder Services Corporation, the information agent and tender agent for the Tender Offer, the aggregate principal amount of $3,510,975,000 of Notes had been validly tendered and not withdrawn in the Tender Offer, representing 78.02% of the outstanding Notes. Withdrawal rights expired at 5:00 p.m., New York City time, on May 22, 2024. Notes previously tendered and not withdrawn prior to the Withdrawal Deadline may no longer be withdrawn, except as required by law. The Company has elected to exercise its right to make payment for the Notes that were validly tendered prior to or at the Early Tender Time and that are accepted for purchase on May 24, 2024.

Because the aggregate principal amount of the Notes tendered and not validly withdrawn prior to or at the Early Tender Time exceeds the Aggregate Maximum Amount, any such tendered Notes will be accepted on a pro rata basis as set forth in the Offer to Purchase. The Company has been informed by Global Bondholder Services Corporation that the proration factor for the Tender Offer is 0.76954540. As described further in the Offer to Purchase, any Notes tendered and not accepted for purchase will be promptly credited to the tendering holder's account. Since the Tender Offer for the Notes is fully subscribed at the Early Tender Time, the Company does not expect to accept for purchase any Notes tendered after the Early Tender Time on a subsequent settlement date.

Morgan Stanley & Co. LLC is serving as the Dealer Manager for the Tender Offer. Questions regarding the Tender Offer may be directed to Morgan Stanley & Co. LLC, Liability Management Group at (800) 624-1808 (toll free) or (212) 761-1057 (collect). Global Bondholder Services Corporation is the information agent and tender agent for the Tender Offer and can be contacts at (toll-free) (855) 654-2015, (for banks and brokers) (212) 430-3774 or by email to contact@gbsc-usa.com. Questions regarding the tendering of Notes may be directed to Global Bondholder Services Corporation by facsimile to (for Eligible Institutions only) (212) 430-3775/3779.

This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The Tender Offer is made only by the Offer to Purchase and the information in this press release is qualified by reference to the Offer to Purchase. Neither Charter, the Company or its affiliates, their respective boards of directors, the Dealer Manager, the Information Agent and Tender Agent or the trustees with respect to any Notes is making any recommendation as to whether holders should tender any Notes in response to the Tender Offer, and no one has been authorized to make any such recommendation. Holders must make their own decision as to whether to tender any of their Notes, and, if so, the principal amount of Notes to tender.

This press release shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities.

About Charter 

Charter Communications, Inc. (NASDAQ:CHTR) is a leading broadband connectivity company and cable operator serving more than 32 million customers in 41 states through its Spectrum brand. Over an advanced communications network, the Company offers a full range of state-of-the-art residential and business services including Spectrum Internet^®, TV, Mobile and Voice.

For small and medium-sized companies, Spectrum Business^® delivers the same suite of broadband products and services coupled with special features and applications to enhance productivity, while for larger businesses and government entities, Spectrum Enterprise^® provides highly customized, fiber-based solutions. Spectrum Reach^® delivers tailored advertising and production for the modern media landscape. The Company also distributes award-winning news coverage and sports programming to its customers through Spectrum Networks. More information about Charter can be found at corporate.charter.com.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This communication 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 potential offering.  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 our filings with the SEC.  Many of the forward-looking statements contained in this communication may be identified by the use of forward-looking words such as "believe," "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 us or any person acting on our behalf are expressly qualified in their entirety by this cautionary statement.  We are under no duty or obligation to update any of the forward-looking statements after the date of this communication.

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SOURCE Charter Communications, Inc.

FAQ

What is the new repurchase amount for Charter Communications' tender offer?

The new repurchase amount is up to $2.7 billion in principal.

How many notes were tendered in Charter Communications' offer as of May 22, 2024?

Approximately $3.51 billion of notes were tendered, representing 78.02% of the outstanding notes.

What is the proration factor for Charter Communications' tender offer?

The proration factor for the tender offer is 0.76954540.

Will notes tendered after the early tender time be accepted in Charter Communications' offer?

Notes tendered after the early tender time are unlikely to be accepted.

When will Charter Communications make payment for validly tendered notes?

Payment for validly tendered notes will be made on May 24, 2024.