Charter Communications (CHTR) sells $4.75B in long-term secured debt
Rhea-AI Filing Summary
Charter Communications, Inc. (CHTR), through subsidiaries Charter Communications Operating, LLC and Charter Communications Operating Capital Corp., issued $4.75 billion of senior secured notes under an automatic shelf registration. The issuance consists of $1.75 billion of 6.050% notes due 2032, $1.0 billion of 6.600% notes due 2034, $1.0 billion of 6.950% notes due 2036 and $1.0 billion of 7.850% notes due 2056.
The notes are senior secured obligations, guaranteed on a senior secured basis by CCO Holdings, LLC and subsidiaries that guarantee CCO’s credit agreement, and secured by a pari passu first‑priority lien on the same collateral. Interest is payable semi‑annually each February 15 and August 15, starting February 15, 2027.
Each series is redeemable at any time before specified dates (January 15, 2032; December 15, 2033; May 15, 2036; February 15, 2056) at 100% of principal plus interest and a make‑whole premium, and thereafter at par plus accrued interest. The indenture includes customary covenants and events of default, including nonpayment, covenant breaches, issues with guarantees or collateral, and certain bankruptcy or insolvency events.
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8-K Event Classification
Key Figures
Key Terms
automatic shelf registration statement regulatory
senior secured notes financial
pari passu, first priority security interest financial
events of default financial
Subsidiary Guarantors financial
FAQ
What debt financing did Charter Communications (CHTR) announce in this Form 8-K?
What are the interest rates and maturities of the new Charter (CHTR) senior secured notes?
How much did Charter (CHTR) issue in each tranche of its senior secured notes?
How are Charter’s new senior secured notes guaranteed and secured?
When will Charter (CHTR) pay interest on the new notes, and when can they be redeemed?
What key protections are included in the indenture for Charter’s new notes?
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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 6.050% Senior Secured Notes due 2032, 6.600% Senior Secured Notes due 2034, 6.950% Senior Secured Notes due 2036 and 7.850% Senior Secured Notes due 2056
On August 18, 2026 (the “Closing Date”), Charter Communications Operating, LLC (“CCO”) and Charter Communications Operating Capital Corp. (together with CCO, the “Issuers”) issued (i) $1,750,000,000 aggregate principal amount of 6.050% Senior Secured Notes due 2032 (the “2032 Notes”), (ii) $1,000,000,000 aggregate principal amount of 6.600% Senior Secured Notes due 2034 (the “2034 Notes”), (iii) $1,000,000,000 aggregate principal amount of 6.950% Senior Secured Notes due 2036 (the “2036 Notes”) and (iv) $1,000,000,000 aggregate principal amount of 7.850% Senior Secured Notes due 2056 (the “2056 Notes,” and together with the 2032 Notes, the 2034 Notes and the 2036 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 July 27, 2026 and a prospectus supplement dated August 6, 2026.
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-Eighth Supplemental Indenture”). The Twenty-Eighth 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-Eighth 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 each series of the Notes on each February 15 and August 15, commencing February 15, 2027. At any time and from time to time prior to January 15, 2032, the Issuers may redeem the outstanding 2032 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 January 15, 2032, the Issuers may redeem some or all of the outstanding 2032 Notes at a redemption price equal to 100% of the principal amount of the 2032 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 December 15, 2033, the Issuers may redeem the outstanding 2034 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 December 15, 2033, the Issuers may redeem some or all of the outstanding 2034 Notes at a redemption price equal to 100% of the principal amount of the 2034 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 May 15, 2036, the Issuers may redeem the outstanding 2036 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 May 15, 2036, the Issuers may redeem some or all of the outstanding 2036 Notes at a redemption price equal to 100% of the principal amount of the 2036 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 February 15, 2056, the Issuers may redeem the outstanding 2056 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 February 15, 2056, the Issuers may redeem some or all of the outstanding 2056 Notes at a redemption price equal to 100% of the principal amount of the 2056 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.
For a complete description of the Indenture and the Notes, please refer to copies of the Twenty-Eighth Supplemental Indenture, the form of the 2032 Notes, the form of the 2034 Notes, the form of the 2036 Notes and the form of the 2056 Notes filed herewith as Exhibits 4.2, 4.3, 4.4, 4.5 and 4.6, 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.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
| Exhibit Number |
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-Eighth Supplemental Indenture, dated as of August 18, 2026, 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 6.050% Senior Secured Notes due 2032 (included in Exhibit 4.2 hereto). | |
| 4.4 | Form of 6.600% Senior Secured Notes due 2034 (included in Exhibit 4.2 hereto). | |
| 4.5 | Form of 6.950% Senior Secured Notes due 2036 (included in Exhibit 4.2 hereto). | |
| 4.6 | Form of 7.850% Senior Secured Notes due 2056 (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 August 18, 2026, announcing the closing of the sale of the 6.050% Senior Secured Notes due 2032, 6.600% Senior Secured Notes due 2034, 6.950% Senior Secured Notes due 2036 and 7.850% Senior Secured Notes due 2056. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
| * | Incorporated by reference and not filed herewith. |
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 18, 2026 | ||
| CCO HOLDINGS, LLC, | ||
| Registrant | ||
| By: | /s/ Kevin D. Howard | |
| Name: | Kevin D. Howard | |
| Title: | Executive Vice President, Chief Accounting Officer and Controller | |
| Date: August 18, 2026 | ||
| 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 18, 2026 | ||
Exhibit 99.1
Charter Closes $4.75 Billion Senior Secured Notes Offering
STAMFORD, Connecticut – August 18, 2026 – Charter Communications, Inc. (NASDAQ: CHTR) (along with its subsidiaries, “Charter”) today announced that its subsidiaries, Charter Communications Operating, LLC (“CCO”) and Charter Communications Operating Capital Corp. (“CCO Capital,” and together with CCO, the “Issuers”), have closed their offering of $4.75 billion in aggregate principal amount of notes consisting of the following securities:
| · | $1.75 billion in aggregate principal amount of 6.050% Senior Secured Notes due 2032 (the “2032 Notes”). The 2032 Notes bear interest at a rate of 6.050% per annum and were issued at a price of 99.839% of the aggregate principal amount. |
| · | $1.0 billion in aggregate principal amount of 6.600% Senior Secured Notes due 2034 (the “2034 Notes”). The 2034 Notes bear interest at a rate of 6.600% per annum and were issued at a price of 99.896% of the aggregate principal amount. |
| · | $1.0 billion in aggregate principal amount of 6.950% Senior Secured Notes due 2036 (the “2036 Notes”). The 2036 Notes bear interest at a rate of 6.950% per annum and were issued at a price of 99.937% of the aggregate principal amount. |
| · | $1.0 billion in aggregate principal amount of 7.850% Senior Secured Notes due 2056 (the “2056 Notes” and, together with the 2032 Notes, the 2034 Notes and the 2036 Notes, the “Notes”). The 2056 Notes bear interest at a rate of 7.850% per annum and were issued at a price of 99.921% of the aggregate principal amount. |
The Notes were issued pursuant to an effective automatic shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (the “SEC”).
Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC were Joint Book-Running Managers for the senior secured notes offering. The offering was made only by means of a prospectus supplement dated August 6, 2026 and the accompanying base prospectus, copies of which may be obtained on the SEC’s website at www.sec.gov or by contacting Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Telephone: (800) 831-9146, E-mail: prospectus@citi.com; or by contacting Morgan Stanley & Co. LLC, c/o 180 Varick Street, New York, NY 10014, Attention: Prospectus Department, Telephone: (866) 718-1649, Email: Prospectus@morganstanley.com; or by contacting Wells Fargo Securities, LLC, c/o 608 2nd Avenue South, Suite 1000, Minneapolis, Minnesota 55402, Attention: WFS Customer Service, Email: wfscustomerservice@wellsfargo.com.
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This news release is neither an offer to sell nor a solicitation of an offer to buy the Notes and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation, or sale is unlawful.
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.
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Contact:
| Media: | Analysts: | |
| Justin Venech | Stefan Anninger | |
| 203-905-7818 | 203-905-7955 |
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