CHTR files supplemental indenture and closes sale of 2035/2055 secured notes
Rhea-AI Filing Summary
Charter Communications filed an 8-K reporting the execution of a Twenty-Sixth Supplemental Indenture and the forms for two new series of senior secured notes. The filing references a 5.850% Senior Secured Note due 2035 and a 6.700% Senior Secured Note due 2055, and includes a press release dated September 2, 2025, announcing the closing of the sale of those notes.
The submission also references the original indenture from July 23, 2015, a legal opinion and consent from Kirkland & Ellis LLP, and the Inline XBRL cover page. The exhibits listed are the supplemental indenture, note forms, legal opinion/consent, and the press release; one exhibit is incorporated by reference rather than filed.
Positive
- New secured note series formally documented, with exhibits providing legal and transactional transparency
- Press release included announcing closing of the sale, signalling transaction completion
- Legal opinion and consent from Kirkland & Ellis LLP included, supporting enforceability
Negative
- Key economic details are not disclosed in this text (offering size, net proceeds, dilution or covenant specifics are absent)
- One indenture exhibit is incorporated by reference rather than filed here, requiring review of prior filings for full terms
Insights
TL;DR: Charter issued documentation for two long-dated secured note series at fixed rates, and announced closing of the sale.
The filing is procedural but material for creditors: it documents the Twenty-Sixth Supplemental Indenture and includes forms for a 5.850% note maturing 2035 and a 6.700% note maturing 2055. The press release confirming closing is included as an exhibit, and a law firm provided a legal opinion and consent. This establishes the contractual framework and public notice of the debt issuance; the filing itself does not disclose offering sizes, net proceeds, use of proceeds, or pricing dynamics.
TL;DR: Corporate documentation and counsel sign-off filed; standard disclosure after closing of new secured notes.
The document lists the supplemental indenture and related exhibits, showing formal compliance with disclosure requirements following a debt closing. Inclusion of the Kirkland & Ellis opinion and consent is typical to support enforceability. The filing notes one exhibit is incorporated by reference, indicating reliance on a prior filing for full indenture text. No governance changes or covenant amendments are detailed in the provided text.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Issuance of 5.850% Senior Secured Notes due 2035 and 6.700% Senior Secured Notes due 2055
On September 2, 2025 (the “Closing Date”), Charter Communications Operating, LLC (“CCO”) and Charter Communications Operating Capital Corp. (together with CCO, the “Issuers”) issued (i) $1,250,000,000 aggregate principal amount of 5.850% Senior Secured Notes due 2035 (the “2035 Notes”) and (ii) $750,000,000 aggregate principal amount of 6.700% Senior Secured Notes due 2055 (the “2055 Notes,” and together with the 2035 Notes, the “Notes”). The offering and sale of the Notes were made pursuant to an automatic shelf registration statement on Form S-3 filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 30, 2023 and a prospectus supplement dated August 18, 2025.
In connection therewith, the Issuers entered into the below agreements.
Secured Notes Indenture
On the Closing Date, the Issuers, CCO Holdings, LLC (the “Parent Guarantor”) and the Subsidiary Guarantors entered into a supplemental indenture with the Trustee and Collateral Agent in connection with the issuance of the Notes and the terms thereof (the “Twenty-Sixth Supplemental Indenture”). The Twenty-Sixth Supplemental Indenture supplements a base indenture entered into on July 23, 2015, by and among the Issuers, CCO Safari II, LLC, the Trustee and the Collateral Agent (the “Base Indenture” and, together with the Twenty-Sixth Supplemental Indenture, the “Indenture”) providing for the issuance of senior secured notes of the Issuers generally.
The Indenture provides, among other things, that interest is payable on the 2035 Notes on each June 1 and December 1, commencing June 1, 2026. Interest is payable on the 2055 Notes on each June 1 and December 1, commencing June 1, 2026. At any time and from time to time prior to September 1, 2035, the Issuers may redeem the outstanding 2035 Notes in whole or in part at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest on the principal amount being redeemed to, but not including, the redemption date, plus a make-whole premium. On or after September 1, 2035, the Issuers may redeem some or all of the outstanding 2035 Notes at a redemption price equal to 100% of the principal amount of the 2035 Notes to be redeemed, plus accrued and unpaid interest on the principal amount being redeemed to, but not including, the redemption date. At any time and from time to time prior to June 1, 2055, the Issuers may redeem the outstanding 2055 Notes in whole or in part at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest on the principal amount being redeemed to, but not including, the redemption date, plus a make-whole premium. On or after June 1, 2055, the Issuers may redeem some or all of the outstanding 2055 Notes at a redemption price equal to 100% of the principal amount of the 2055 Notes to be redeemed, plus accrued and unpaid interest on the principal amount being redeemed to, but not including, the redemption date. The Notes are senior secured obligations of the Issuers. The Notes are guaranteed on a senior secured basis by the Parent Guarantor and all of the subsidiaries of the Issuers that guarantee the obligations of CCO under its credit agreement (collectively, the “Guarantors”). The Notes and the guarantees are secured by a pari passu, first priority security interest, subject to certain permitted liens, in the Issuers’ and the Guarantors’ assets that secure obligations under the credit agreement.
The terms of the Indenture, among other things, limit the ability of the Issuers to grant liens, sell all or substantially all of their assets or merge or consolidate with other entities.
The Indenture provides for customary events of default which include (subject in certain cases to customary grace and cure periods), among others, nonpayment of principal or interest; breach of other covenants or agreements in the Indenture; failure of certain guarantees to be enforceable; cessation of a material portion of the collateral subject to liens or disaffirmation of obligations under the security documents establishing the security interest in the collateral securing the Notes; and certain events of bankruptcy or insolvency. Generally, if an event of default occurs, the Trustee or the holders of at least 30% in aggregate principal amount of the then outstanding Notes of a series may declare all the Notes of such series to be due and payable immediately.
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For a complete description of the Indenture and the Notes, please refer to copies of the Twenty-Sixth Supplemental Indenture, the form of the 2035 Notes and the form of the 2055 Notes filed herewith as Exhibits 4.2, 4.3 and 4.4, respectively. The foregoing descriptions of the Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of those documents. Defined terms used in this Item 1.01 but not otherwise defined herein shall have the meanings ascribed to such terms in the Base Indenture.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information under the heading “Secured Notes Indenture” in Item 1.01 above is incorporated herein by reference.
ITEM 7.01 REGULATION FD DISCLOSURE.
On the Closing Date, the Issuers completed the issuance and sale of the Notes. The press release announcing the closing of the issuance and sale of the Notes is furnished herewith as Exhibit 99.1.
The furnishing of the attached press release is not an admission as to the materiality of any information therein. The information contained in the press release is summary information that is intended to be considered in the context of more complete information included in the Company’s filings with the SEC and other public announcements that the Company has made and may make from time to time by press release or otherwise.
The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01 and in the press release attached as Exhibit 99.1 to this Current Report shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit |
Description | |
| 4.1* | Indenture, dated as of July 23, 2015, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp. and CCO Safari II, LLC, as issuers, and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on July 27, 2015). | |
| 4.2 | Twenty-Sixth Supplemental Indenture, dated as of September 2, 2025, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., as issuers, CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent. | |
| 4.3 | Form of 5.850% Senior Secured Notes due 2035 (included in Exhibit 4.2 hereto). | |
| 4.4 | Form of 6.700% Senior Secured Notes due 2055 (included in Exhibit 4.2 hereto). | |
| 5.1 | Legal Opinion of Kirkland & Ellis LLP. | |
| 23.1 | Consent of Kirkland & Ellis LLP (included in Exhibit 5.1 hereto). | |
| 99.1 | Press release dated September 2, 2025, announcing the closing of the sale of the 5.850% Senior Secured Notes due 2035 and 6.700% Senior Secured Notes due 2055. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
| * | Incorporated by reference and not filed herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each of Charter Communications, Inc., CCO Holdings, LLC and CCO Holdings Capital Corp. has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
| CHARTER COMMUNICATIONS, INC., | ||
| Registrant | ||
| By: | /s/ Kevin D. Howard | |
| Name: | Kevin D. Howard | |
| Title: | Executive Vice President, Chief Accounting Officer and Controller | |
| Date: September 2, 2025 | ||
| ||
| CCO HOLDINGS, LLC, | ||
| Registrant | ||
| By: | /s/ Kevin D. Howard | |
| Name: | Kevin D. Howard | |
| Title: | Executive Vice President, Chief Accounting Officer and Controller | |
| Date: September 2, 2025 | ||
| CCO HOLDINGS CAPITAL CORP. | ||
| Registrant | ||
| By: | /s/ Kevin D. Howard | |
| Name: | Kevin D. Howard | |
| Title: | Executive Vice President, Chief Accounting Officer and Controller | |
Date: September 2, 2025
FAQ
What new debt did Charter Communications (CHTR) announce in this 8-K?
Does the 8-K include the full indenture for the new notes?
Was legal counsel included in the filing for the note issuance?
Does the 8-K disclose the size or proceeds of the offering?
When was the press release announcing the closing dated?
