Charter Communications (NASDAQ: CHTR) enters $2.0B senior secured notes deal
Rhea-AI Filing Summary
Charter Communications, Inc., along with CCO Holdings, LLC and CCO Holdings Capital Corp., reported that on August 18, 2025, affiliates Charter Communications Operating, LLC and Charter Communications Operating Capital Corp. entered into an underwriting agreement for a new senior secured notes offering. The agreement covers the issuance and sale of $1,250,000,000 principal amount of 5.850% Senior Secured Notes due 2035 and $750,000,000 principal amount of 6.700% Senior Secured Notes due 2055. Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are acting as representatives of the underwriters. The agreement includes customary representations, warranties, covenants, closing conditions, indemnification and termination provisions, and is filed as an exhibit.
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Insights
Charter arranges $2.0B in long-dated senior secured notes financing.
Charter Communications has entered into an underwriting agreement to issue and sell
The agreement with Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC includes customary representations, covenants, closing conditions, indemnities and termination rights. This structure is typical for large, investment-grade style debt offerings and provides a framework for distributing the notes to investors.
The filing focuses on documenting the agreement and attaching it as an exhibit, without detailing how proceeds will be used or any refinancing intent. Future company disclosures may provide additional context on balance sheet effects, such as changes in debt maturity profile or interest expense.
SECURITIES AND EXCHANGE COMMISSION
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ITEM 8.01. OTHER EVENTS.
On August 18, 2025, Charter Communications Operating, LLC, a Delaware limited liability company (“CCO”), Charter Communications Operating Capital Corp., a Delaware corporation, CCO Holdings, LLC, a Delaware limited liability company, and the other guarantors party thereto entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule I thereto, with respect to the issuance and sale of (i) an aggregate of $1,250,000,000 principal amount of 5.850% Senior Secured Notes due 2035 and (ii) an aggregate of $750,000,000 principal amount of 6.700% Senior Secured Notes due 2055. The Underwriting Agreement contains representations, warranties and covenants of the parties thereto, conditions to closing, indemnification obligations of the parties thereto and termination and other customary provisions.
A copy of the Underwriting Agreement is filed herewith as Exhibit 99.1. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
A copy of the Consent of Deloitte & Touche LLP, originally filed under CCO Holdings, LLC’s Current Report on Form 8-K filed on August 18, 2025 (File/Film No. 001-37789 251226497), is refiled as Exhibit 23.1 hereto.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
| Exhibit Number |
Description | |
| 23.1 | Consent of Deloitte & Touche LLP. | |
| 99.1 | Underwriting Agreement, dated as of August 18, 2025, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Holdings, LLC, as parent guarantor, the subsidiary guarantors party thereto and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule I thereto. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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: August 20, 2025
| CCO HOLDINGS, LLC, | ||
| Registrant | ||
| By: | /s/ Kevin D. Howard | |
| Name: | Kevin D. Howard | |
| Title: | Executive Vice President, Chief Accounting Officer and Controller | |
Date: August 20, 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: August 20, 2025
FAQ
What did Charter Communications (CHTR) disclose in this 8-K?
How much new debt is being issued by Charter affiliates in this filing?
Who are the underwriters for Charter’s new senior secured notes?
Which Charter entities are parties to the underwriting agreement?
What terms does the underwriting agreement include?
What exhibits are attached to this Charter 8-K filing?
