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Cox takes 26% stake as Charter (NASDAQ: CHTR) revamps board

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Charter Communications, Inc. (CHTR) completed two major transactions: an all‑stock acquisition of Liberty Broadband and the Cox Transactions, making Charter the parent of Cox’s broadband, video and related businesses and leaving Liberty as a wholly owned subsidiary that is then merged into a Charter subsidiary.

Liberty shareholders received 0.236 share of Charter Class A per Liberty common share and one Charter preferred share per Liberty preferred share. Charter retired about 38.6 million Charter shares previously owned by Liberty and issued about 33.9 million new shares, a net reduction of roughly 4.7 million shares outstanding, and issued about 7.2 million Charter preferred shares. In the Cox deal, Charter paid Cox affiliates $3.5 billion in cash for commercial businesses, plus $724 million in cash, 60.0 million Charter Holdings convertible preferred units with $6.0 billion liquidation preference and 6.875% coupon, and about 33.6 million Charter Holdings common units priced at $353.64, while approximately $12 billion of Cox debt and finance leases remain at Charter subsidiaries. Cox affiliates now hold just over the equivalent of 46 million Charter shares, or about 26% of fully diluted shares; Liberty ceases to be a direct shareholder. Governance shifts include a 13‑member board, Cox designees joining, Liberty designees departing, and Alex Taylor becoming Chairman.

Positive

  • Net share reduction of ~4.7 million Charter shares after retiring 38.6 million shares held by Liberty and issuing 33.9 million shares to Liberty shareholders, modestly lowering the basic share count.
  • Significant scale increase and 45‑state footprint through combining Charter with Cox’s broadband, video and IT/cloud businesses, which the company states creates a leading national broadband and video provider.

Negative

  • Approximately $12 billion of Cox debt and finance leases remain outstanding at Charter subsidiaries, increasing leverage and future interest expense.
  • Ownership and voting dilution for existing Charter stockholders, as Cox Enterprises and its subsidiaries now own about 26% of fully diluted shares, and the company highlights reduced percentage ownership and voting interest as a risk.
  • Additional liabilities from Liberty Broadband, including about $840 million of net debt (to be repaid shortly after closing) and $180 million of preferred equity that became Charter preferred equity.

Filing Explained

Cox’s securities are not all Charter common stock today: preferred units can convert, while common units can be exchanged for cash or Charter stock.

The August 19, 2026 closing is complete; the Cox consideration includes preferred and partnership units whose disclosed conversion or exchange routes are separate from the Charter Class A shares issued at closing.

The $6.0 billion liquidation-preference convertible preferred units carry a 6.875% coupon and an initial conversion price of $477.41 per Charter Holdings common unit, subject to adjustments.

The approximately 33.6 million Charter Holdings common units are exchangeable in certain circumstances for cash or, at Charter’s election, Charter Class A common stock on a one-for-one basis, also subject to adjustments; the filing describes these rights but does not report an exchange at closing.

Charter separately issued Cox NewCo one Class C common share in an issuance the filing identifies as unregistered under Section 4(a)(2); its economics are equivalent to Charter’s other common classes, while its voting power reflects Cox’s holdings on an as-converted, as-exchanged basis.

The resulting future common-share and voting mechanics therefore depend on whether the disclosed conversion or exchange rights are used and on their specified adjustments.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Liberty exchange ratio 0.236 share of Charter Class A per Liberty common share Conversion ratio for each Liberty Broadband common share in the merger
Charter shares retired (Liberty) 38.6 million shares Charter Class A shares previously owned by Liberty that were retired at closing
Charter shares issued (Liberty common) 33.9 million shares Charter Class A shares issued to Liberty Broadband common shareholders
Net change in Charter shares 4.7 million shares decrease Net reduction in Charter Class A shares outstanding from Liberty transaction
Cox debt and finance leases $12 billion Approximate Cox obligations remaining at Charter subsidiaries after the transaction
Cox cash consideration $3.5 billion and $724 million Cash paid for Cox commercial businesses and for the Contribution, respectively
Convertible preferred units coupon 6.875% Coupon rate on $6.0 billion liquidation preference Charter Holdings convertible preferred units issued to Cox
Cox ownership stake 26% fully diluted shares Approximate Charter ownership by Cox Enterprises and subsidiaries post‑transactions
Exchange Ratio financial
"was converted into the right to receive 0.236 of a share (the “Exchange Ratio”)"
The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.
convertible preferred units financial
"issued to Cox NewCo 60.0 million convertible preferred units of Charter Holdings"
Convertible preferred units are a type of ownership stake that pays holders priority on distributions (like a fixed income stream) but can be switched into common units or shares under agreed conditions. Think of them as a VIP ticket that guarantees earlier payouts yet can be exchanged for ordinary tickets if the owner wants a shot at bigger gains; investors care because conversion changes who controls the business, alters future earnings for common holders and can dilute existing ownership.
Certificate of Designations regulatory
"filed a certificate of designations (the “Certificate of Designations”)"
A certificate of designations is a formal legal document that spells out the specific rights and rules attached to a particular class of stock, most often preferred shares. It tells investors who gets paid first, what dividends or conversion rights exist, and any voting or liquidation priorities—like an instruction sheet that decides which shareholders get preference if a company pays out or is sold. Those terms directly affect a security’s value and risk.
preemptive rights financial
"each of Cox Parent and A/N are entitled to preemptive rights to maintain"
A shareholder's preemptive rights are contractual or legal rights to buy new shares first when a company issues more stock, so existing owners can maintain their percentage ownership and voting power. Think of it like getting first dibs on extra slices when a pie is cut again: it limits dilution of ownership and influence by letting current holders purchase enough new shares to keep their stake from shrinking.
voting caps financial
"subject to certain limits on acquisitions of equity securities of Charter (30% in the case of Cox Parent; 19% in the case of A/N)"
Registration Rights Agreement regulatory
"Amended and Restated Registration Rights Agreement, dated as of August 19, 2026"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

FAQ

What major transactions did Charter Communications (CHTR) complete with Cox and Liberty Broadband?
Charter completed the Cox Transactions, acquiring Cox’s commercial fiber, managed IT, cloud and residential cable assets, and closed an all‑stock merger with Liberty Broadband. Liberty became a Charter subsidiary and was merged into a Charter LLC, and Liberty shareholders received Charter stock and preferred shares.

How did the Liberty Broadband merger affect CHTR’s share count?
Charter retired approximately 38.6 million Charter shares previously owned by Liberty Broadband and issued about 33.9 million shares to Liberty common shareholders, resulting in a net decrease of roughly 4.7 million Charter shares outstanding. It also issued about 7.2 million Charter preferred shares to Liberty preferred holders.

What consideration did Cox Enterprises receive in the Charter (CHTR) transaction?
Cox affiliates received $3.5 billion in cash for certain commercial businesses, $724 million in cash for contributed assets, 60.0 million Charter Holdings convertible preferred units with $6.0 billion liquidation preference and 6.875% coupon, and about 33.6 million Charter Holdings common units at $353.64 per unit.

What is Cox Enterprises’ ownership stake in Charter (CHTR) after the transaction?
Charter states that, based on its share count as of June 30, 2026 and giving effect to the Liberty and Cox transactions, Cox Enterprises and its subsidiaries now own approximately 26% of the combined entity’s fully diluted shares outstanding on an as‑converted, as‑exchanged basis.

How much additional debt did Charter (CHTR) take on in these transactions?
Charter discloses that approximately $12 billion of Cox debt and finance leases will remain outstanding at Charter subsidiaries after closing. It also assumed about $840 million of Liberty Broadband net debt, which it plans to repay shortly after closing.

What are the key terms of the Charter Holdings convertible preferred units issued to Cox?
Charter Holdings issued 60.0 million convertible preferred units with an aggregate $6.0 billion liquidation preference and a 6.875% coupon. They are convertible into Charter Holdings common units at an initial conversion price of $477.41, a 35% premium to the $353.64 reference price, subject to adjustments.

What governance changes occurred at Charter (CHTR) as part of these deals?
The board was set at 13 directors. Liberty’s designees Martin Patterson and J. David Wargo stepped down, John Markley retired, and Cox designated Alex Taylor, Dallas Clement and Mark Greatrex. Alex Taylor became Chairman, and Eric Zinterhofer became lead independent director.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K


Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 14, 2026

graphic

Charter Communications, Inc.
CCO Holdings, LLC
CCO Holdings Capital Corp.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

001-33664
   84-1496755
001-37789
  
86-1067239
333-112593-01
  
20-0257904
(Commission File Number)
  
(I.R.S. Employer Identification Number)

400 Washington Blvd.
Stamford, Connecticut 06902
(Address of principal executive offices, including zip code)

(203) 905-7801
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, $.001 Par Value
 CHTR
 NASDAQ Global Select Market
Series A Cumulative Redeemable Preferred Stock, $.001 Par Value
 CHTRP
 NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

INTRODUCTORY NOTE

Effective August 19, 2026 (the “Closing Date”), Charter Communications, Inc., a Delaware corporation (“Charter”), completed (i) its previously announced transaction with Liberty Broadband Corporation, a Delaware corporation (“Liberty”), pursuant to the Agreement and Plan of Merger (the “Liberty Merger Agreement”), by and among Charter, Liberty, Fusion Merger Sub 1, LLC, a Delaware limited liability company and a wholly owned subsidiary of Charter (“Merger LLC”), and Fusion Merger Sub 2, Inc., a Delaware corporation and a wholly owned subsidiary of Merger LLC (“Merger Sub”), and (ii) its previously announced transaction with Cox Enterprises, Inc., a Delaware corporation (“Cox Parent”), pursuant to the Transaction Agreement (the “Cox Transaction Agreement”), by and among Charter, Charter Communications Holdings, LLC, a Delaware limited liability company (“Charter Holdings”), and Cox Parent.

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Ancillary Agreements

The information provided in Item 2.01 of this Current Report on Form 8-K under the heading “Ancillary Agreements” is incorporated by reference herein.

ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

The information provided in the Introductory Note section of this Current Report on Form 8-K is incorporated by reference herein.

Liberty Merger Agreement

Pursuant to the Liberty Merger Agreement, on the Closing Date, (i) Merger Sub merged with and into Liberty (the “Merger”), with Liberty surviving the Merger as a wholly owned subsidiary of Merger LLC, and (ii) immediately following the Merger, Liberty (as the surviving corporation in the Merger) merged with and into Merger LLC (the “Upstream Merger,” and together with the Merger, the “Combination”), with Merger LLC surviving the Upstream Merger as a wholly owned subsidiary of Charter.

Effective as of the effective time of the Merger (the “Liberty Effective Time”), each share of (i) Series A common stock, par value $0.01 per share, (ii) Series B common stock, par value $0.01 per share, and (iii) Series C common stock, par value $0.01 per share, of Liberty (clauses (i)-(iii), collectively, the “Liberty Common Stock”) issued and outstanding immediately prior to the Liberty Effective Time (except for certain shares held by Liberty or Charter or their respective wholly owned subsidiaries) was converted into the right to receive 0.236 of a share (the “Exchange Ratio”) of Class A common stock, par value $0.001 per share, of Charter (the “Charter Class A Common Stock”). Each holder of shares of the Liberty Common Stock converted pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of Charter Class A Common Stock (after taking into account all shares held by such holder) will instead receive cash (without interest) in lieu of such fractional share in accordance with the terms of the Liberty Merger Agreement (such cash and shares of Charter Class A Common Stock, the “Common Consideration”).

Effective as of the Liberty Effective Time, each share of Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share, of Liberty (the “Liberty Preferred Stock”) issued and outstanding immediately prior to the Liberty Effective Time (except for shares held by Liberty, Charter or their respective wholly owned subsidiaries) was converted into the right to receive one share of Series A Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Charter Preferred Stock”), of Charter (the “Preferred Consideration” and together with the Common Consideration, the “Merger Consideration”).

Effective as of the Liberty Effective Time, each stock option with respect to shares of the Liberty Common Stock (the “Liberty Stock Options”) issued and outstanding immediately prior to the Liberty Effective Time was converted into the right to receive a number of shares of Charter Class A Common Stock (rounded down to the nearest whole share) equal to the quotient of (i) the product of (x) the excess, if any, of (A) the Exchange Ratio times the volume-weighted average price of the Charter Class A Common Stock for the five consecutive trading days ending two trading days prior to the Closing Date as reported by Bloomberg, L.P. (the “Closing Price” and the product in this clause (A), the “Merger Consideration Value”) over (B) the per share exercise price of such stock option multiplied by (y) the number of shares of the Liberty Common Stock subject to such stock option immediately prior to the Liberty Effective Time, divided by (ii) the Closing Price, less applicable tax withholdings.  Because all Liberty Stock Options had an exercise price greater than the Merger Consideration Value, all Liberty Stock Options were canceled for no consideration.

Effective as of August 10, 2026, each restricted stock unit award with respect to shares of the Liberty Common Stock outstanding as of such time, accelerated and fully vested (with applicable performance goals in respect of performance periods that were incomplete at such time, if any, deemed satisfied at 100% of target) and all shares of the Liberty Common Stock subject to such award, less applicable tax withholdings, that were outstanding as of the Liberty Effective Time were treated as outstanding shares of the Liberty Common Stock in the Merger and entitled to the Common Consideration.

At the Liberty Effective Time, as a result of the transaction, Charter (i) retired approximately 38.6 million shares of Charter Class A Common Stock previously owned by Liberty and issued approximately 33.9 million shares of Charter Class A Common Stock to holders of Liberty Common Stock, resulting in a net decrease of approximately 4.7 million shares of Charter Class A Common Stock outstanding, and (ii) issued approximately 7.2 million shares of Charter Preferred Stock to holders of Liberty Preferred Stock.

Cox Transaction Agreement

Pursuant to the Cox Transaction Agreement, on the Closing Date, immediately following the Liberty Effective Time (the “Cox Effective Time”), (i) Cox Communications Equity Holdings, Inc., a Delaware corporation and direct wholly owned subsidiary of Cox Parent (“Cox NewCo”), sold and transferred to a subsidiary of Charter 100% of the equity interests of certain subsidiaries of Cox Communications, LLC (f/k/a Cox Communications, Inc.) (“Cox”) that conduct Cox’s commercial fiber and managed IT and cloud services businesses (the “Equity Sale”), (ii) Cox NewCo contributed the equity interests of Cox (after its conversion into a limited liability company pursuant to a pre-closing restructuring) and certain other assets (other than certain excluded assets) primarily related to Cox’s residential cable business to Charter Holdings (the “Contribution”) and (iii) Cox NewCo contributed $1.00 to Charter (the transactions described in clauses (i)-(iii), the “Cox Transactions,” and the Cox Transactions together with the Combination, the “Transactions”).  Additionally, approximately $12 billion of Cox debt and finance leases will remain outstanding at subsidiaries of Charter as a result of the transaction.

At the Cox Effective Time, in consideration of the Equity Sale, Charter paid $3.5 billion in cash to Cox NewCo. In consideration of the Contribution, Charter Holdings (x) paid to Cox NewCo $724 million in cash and (y) issued to Cox NewCo 60.0 million convertible preferred units of Charter Holdings with an aggregate liquidation preference of $6.0 billion and 6.875% coupon (the “Charter Holdings Convertible Preferred Units”), and approximately 33.6 million common units of Charter Holdings (the “Charter Holdings Common Units”) priced at $353.64 (the “Reference Price”) per share. The Charter Holdings Convertible Preferred Units are convertible into Charter Holdings Common Units, with an initial conversion price of $477.41, a 35% premium to the Reference Price, subject to certain adjustments. The Charter Holdings Common Units are exchangeable by the holder, in certain circumstances, for cash or, at the election of Charter, Charter Class A Common Stock on a one-for-one basis, subject to certain adjustments. In consideration of the $1.00 contribution from Cox NewCo to Charter, Charter issued to Cox NewCo one share of a new class of common stock of Charter (the “Charter Class C Common Stock”). The Charter Class C Common Stock is economically equivalent to the Charter Class A Common Stock and the Class B common stock of Charter but has a number of votes per share that reflect the voting power of the Charter Holdings Common Units and the Charter Holdings Convertible Preferred Units held by Cox NewCo on an as-converted, as-exchanged basis.

Ancillary Agreements

At the Cox Effective Time, Charter and the other parties thereto, as applicable, also entered into various ancillary agreements, including, among others:


 •
the Third Amended and Restated Stockholders Agreement (the “Amended Stockholders Agreement”), by and among Charter, Cox Parent, Cox NewCo, and Advance/Newhouse Partnership, a New York partnership (“A/N”), which amends and restates the Second Amended and Restated Stockholders Agreement, dated as of May 23, 2015, by and among Charter, A/N and Liberty;


•
a letter agreement (the “Cox Letter Agreement”), by and among Charter, Charter Holdings and Cox Parent, regarding Cox Parent’s participation in share repurchases by Charter;


•
a letter agreement (the “A/N Letter Agreement”), by and among Charter, Charter Holdings and A/N, regarding A/N’s participation in share repurchases by Charter;


•
the Second Amended and Restated Limited Liability Company Agreement of Charter Holdings (the “Amended LLC Agreement”), by and among Charter, Cox NewCo, A/N and the other parties thereto, which amends and restates the Amended and Restated Limited Liability Company Agreement of Charter Holdings, dated as of May 18, 2016, by and among Charter, Charter Holdings, A/N and the other parties thereto;


•
the Amended and Restated Tax Receivables Agreement (the “Amended TRA”), by and among Charter, A/N, Cox NewCo and the other parties thereto, which amends and restates the Tax Receivables Agreement, dated as of May 18, 2016, by and among Charter, A/N and the other parties thereto;


•
the Amended and Restated Exchange Agreement (the “Amended Exchange Agreement”), by and among Charter, Cox Parent, Cox NewCo, A/N and the other parties thereto, which amends and restates the Exchange Agreement, dated as of May 18, 2016, by and among Charter, A/N and the other parties thereto; and


•
the Amended and Restated Registration Rights Agreement, by and among Charter, Cox Parent, Cox NewCo and A/N (the “Amended RRA”), which amends and restates the Registration Rights Agreement, dated as of May 18, 2016, by and among Charter, A/N, Liberty and the other parties thereto.

The Amended Stockholders Agreement provides, among other things, that on the Closing Date, the size of the board of directors of Charter (the “Board”) will be thirteen directors, the Liberty director designees will resign from the Board, A/N’s director designees will continue to serve on the Board and Cox Parent’s three designees will be appointed to the Board.  From and after the Cox Effective Time, each of Cox Parent and A/N are entitled to designate up to three nominees to be elected to the Board, provided that each maintains certain specified voting or equity ownership thresholds. Cox Parent and A/N also have certain committee designation rights, subject to applicable stock exchange rules and certain specified voting or equity ownership thresholds, and other governance rights. Additionally, the Amended Stockholders Agreement provides that each of Cox Parent and A/N are subject to certain limits on acquisitions of equity securities of Charter (30% in the case of Cox Parent; 19% in the case of A/N). In addition, any shares owned by Cox Parent or A/N in excess of its applicable voting cap (30% in the case of Cox Parent; 15% in the case of A/N) must be voted in proportion to the public stockholders of Charter, other than with respect to certain specified matters.  Pursuant to the Amended Stockholders Agreement, each of Cox Parent and A/N are subject to certain standstill provisions and are not permitted to form a group, within the meaning of Regulation 13D, with each other or otherwise have arrangements or understandings concerning Charter except as otherwise permitted by the Amended Stockholders Agreement.  Pursuant to the Amended Stockholders Agreement, each of Cox Parent and A/N are entitled to preemptive rights to maintain their respective percentage equity ownership of Charter in certain specified circumstances and to the extent that each maintains certain specified thresholds of equity ownership in Charter.  Each of Cox Parent and A/N are subject to certain restrictions on their ability to sell, transfer or dispose of their Charter securities.  The rights of each of Cox Parent and A/N under the Amended Stockholders Agreement will generally terminate as such party falls below certain equity ownership thresholds, subject to certain grace periods during which such party can return its ownership or voting interest to the applicable threshold.

The Amended Stockholders Agreement also provides that, on the Closing Date, (i) Alexander C. Taylor, Chairman and Chief Executive Officer of Cox Parent, will serve as the Chairman of the Board for an initial three-year term (unless Mr. Taylor ceases to serve as a member of the Board prior thereto) and (ii) the lead independent director of the Board will be Eric L. Zinterhofer.  Following Mr. Taylor’s term as Chairman, the Board will return to its normal annual process.  Additionally, following Mr. Taylor’s term as Chairman, Christopher L. Winfrey, the Chief Executive Officer of Charter, will serve as Chairman of the Board; provided that if Mr. Winfrey is no longer a member of the Board or is unwilling to serve as Chairman, then Mr. Zinterhofer instead will serve as Chairman (subject to his continued membership on the Board and willingness to serve).

The terms of the Amended Stockholders Agreement, the Cox Letter Agreement, the Amended LLC Agreement, the Amended TRA, the Amended Exchange Agreement and the Amended RRA have been previously described under the caption “Other Agreements Related to the Transactions” in Charter’s definitive proxy statement filed on July 2, 2025 (the “Cox Transaction Proxy Statement”), which descriptions are incorporated herein by reference.

The foregoing descriptions of the Transactions, the Liberty Merger Agreement, the Cox Transaction Agreement, the Amended Stockholders Agreement, the Cox Letter Agreement, the A/N Letter Agreement, the Amended LLC Agreement, the Amended TRA, the Amended Exchange Agreement and the Amended RRA do not purport to be complete and are qualified in their entirety by reference to the full text of the Liberty Merger Agreement, the Cox Transaction Agreement, the Amended Stockholders Agreement, the Cox Letter Agreement, the A/N Letter Agreement, the Amended LLC Agreement, the Amended TRA, the Amended Exchange Agreement and the Amended RRA, which are filed as Exhibits 2.1, 2.2, 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7, respectively, and incorporated herein by reference.

ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.

The information provided in the Introductory Note section and Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

Effective as of the Cox Effective Time, pursuant to the Cox Transaction Agreement, Charter issued to Cox NewCo one share of Charter Class C Common Stock. The issuance of one share of Charter Class C Common Stock to Cox NewCo pursuant to the Cox Transaction Agreement has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and the rules and regulations promulgated thereunder.

ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.

The information provided in the Introductory Note section and Items 1.01, 2.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On August 14, 2026, John D. Markley, Jr., a director of Charter, informed the Board of his intention to retire from the Board, effective as of the completion of the Transactions.  Mr. Markley’s resignation as a director is not the result of any dispute or disagreement with Charter on any matter relating to the operations, policies or practices of Charter.

In connection with the completion of the Transactions, effective as of the Liberty Effective Time, Martin E. Patterson and J. David Wargo, two of the directors of Charter designated by Liberty, ceased to be directors of Charter and members of any and all committees of the Board.  These actions were not a result of any disputes or disagreements with Charter or any matter relating to Charter’s operations, policies or practices.  Balan Nair, the remaining director of Charter designated by Liberty, will remain on the Board as an independent director to fill the vacancy created by Mr. Markley’s resignation.

Also in connection with the completion of the Transactions, effective as of the Cox Effective Time, Cox Parent has designated and Charter has appointed Alexander C. Taylor, Dallas Clement and Mark Greatrex to the Board.  The Board has determined that each of Messrs. Taylor, Clement and Greatrex qualifies as “independent” in accordance with the published listing requirements of Nasdaq.

Also effective as of the Cox Effective Time, Mr. Taylor was appointed Chairman of the Board, and Eric L. Zinterhofer, the previous Non-Executive Chairman of the Board, became the lead independent director of the Board.  Mr. Taylor has been appointed to the Compensation and Benefits Committee of the Board, Mr. Clement has been appointed to the Finance Committee of the Board and Mr. Greatrex has been appointed to the Nominating and Corporate Governance Committee of the Board.

Each of Messrs. Taylor, Clement and Greatrex will receive the standard compensation amounts payable to non-employee directors of the Board. Pursuant to these arrangements, commencing on the Closing Date, each of Messrs. Taylor, Clement and Greatrex will receive a restricted stock grant in lieu of the annual cash retainer of $120,000 pursuant to an election to receive stock in lieu of cash compensation made by Messrs. Taylor, Clement and Greatrex, respectively.  Each such grant of restricted stock, made on the Closing Date, was prorated to $82,849 for their respective first years of service.  In addition, on the Closing Date, each of Messrs. Clement and Greatrex received a grant of restricted stock with a value of $155,342, which was calculated by prorating the amount of the annual restricted stock grant made to each of Charter’s non-employee directors, and Mr. Taylor received a grant of restricted stock with a value of $258,904, which was calculated by prorating the amount of the annual restricted stock grant made to the Non-Executive Chairman of the Board.  The restricted stock awards will vest on the date of Charter’s 2027 annual meeting of stockholders, subject to, respectively, Messrs. Taylor’s, Clement’s and Greatrex’s continued service on the Board through that date.

Effective as of the Closing Date, each of Messrs. Taylor, Clement and Greatrex has entered into an indemnification agreement with Charter consistent with the form of indemnification agreement entered into between Charter and its existing non-employee directors.  There are no arrangements or understandings between Messrs. Taylor, Clement or Greatrex, on the one hand, and any other persons, on the other hand, pursuant to which Messrs. Taylor, Clement and Greatrex, respectively, was appointed to the Board.

ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

In connection with the completion of the Transactions, effective August 19, 2026, each of the certificate of incorporation and the bylaws of Charter was amended and restated in its entirety.  The amended and restated certificate of incorporation of Charter and the amended and restated bylaws of Charter have been previously described under the captions “Other Agreements Related to the Transactions” and “Description of Charter Capital Stock” in the Cox Transaction Proxy Statement, which descriptions are incorporated herein by reference.

Also in connection with the completion of the Transactions, on August 19, 2026, Charter filed a certificate of designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware, establishing the powers, preferences, privileges and rights of the Charter Preferred Stock. At the Liberty Effective Time, each share of Liberty Preferred Stock issued and outstanding immediately prior to the Liberty Effective Time was converted into the right to receive one share of the Charter Preferred Stock.  The Charter Preferred Stock has been previously described under the caption “Description of Charter Rollover Preferred Stock” in Charter’s Registration Statement on Form S-4 (File No. 333-283779), filed on December 13, 2024, as amended on January 10, 2025 and January 17, 2025 and declared effective on January 22, 2025, including Charter’s definitive joint proxy statement/prospectus forming a part thereof and filed pursuant to Rule 424(b)(3) under the Securities Act on January 22, 2025, and in the Cox Transaction Proxy Statement, which descriptions are incorporated herein by reference.

The foregoing descriptions of the amended and restated certificate of incorporation of Charter, the amended and restated bylaws of Charter and the terms of the Charter Preferred Stock are qualified in their entirety by reference to the full text of the amended and restated certificate of incorporation of Charter, the amended and restated bylaws of Charter and the Certificate of Designations, which are filed as Exhibits 3.1, 3.2 and 3.3, respectively, and are incorporated herein by reference.

ITEM 7.01. REGULATION FD DISCLOSURE.

On August 20, 2026, Charter issued a press release announcing the completion of the Transactions, a copy of which is filed as Exhibit 99.1 and incorporated herein by reference.

The information provided under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and is not deemed to be “filed” with the Securities and Exchange Commission (the “SEC”) for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing of Charter, CCO Holdings, LLC or CCO Holdings Capital Corp. under the Securities Act or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report on Form 8-K in such a filing.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statement of Businesses or Funds Acquired

The financial statements that are required to be filed pursuant to this item were previously filed by Charter as Exhibit 99.2 to Charter’s Current Report on Form 8-K filed on July 23, 2026 and as Exhibit 99.1 to Charter’s Current Report on Form 8-K filed on August 3, 2026.

(b) Pro Forma Financial Information

The pro forma financial information that is required to be filed pursuant to this item was previously filed by Charter as Exhibit 99.2 to Charter’s Current Report on Form 8-K filed on August 3, 2026.

(d) Exhibits

Exhibit
  
Description
     
2.1†
  
Agreement and Plan of Merger, dated as of November 12, 2024, by and among Charter Communications, Inc., Liberty Broadband Corporation, Fusion Merger Sub 1, LLC and Fusion Merger Sub 2, Inc. (incorporated by reference to Exhibit 2.1 to Charter Communications, Inc.’s Current Report on Form 8-K filed on November 13, 2024).
2.2†
  
Transaction Agreement, dated as of May 16, 2025, by and among Charter Communications, Inc., Charter Communications Holdings, LLC and Cox Enterprises, Inc. (incorporated by reference to Exhibit 2.1 to Charter Communications, Inc.’s Current Report on Form 8-K filed on May 19, 2025).
3.1
  
Second Amended and Restated Certificate of Incorporation of Charter Communications, Inc., dated as of August 19, 2026.
3.2
  
Second Amended and Restated Bylaws of Charter Communications, Inc., dated as of August 19, 2026.
3.3
  
Certificate of Designations of Series A Cumulative Redeemable Preferred Stock of Charter Communications, Inc., dated as of August 19, 2026.
10.1
  
Third Amended and Restated Stockholders Agreement, dated as of August 19, 2026, by and among Charter Communications, Inc., Cox Enterprises, Inc., Cox Communications Equity Holdings, Inc. and Advance/Newhouse Partnership.
10.2
  
Letter Agreement, dated as of August 19, 2026, by and among Charter Communications, Inc., Charter Communications Holdings, LLC and Cox Enterprises, Inc.
10.3
  
Letter Agreement, dated as of August 19, 2026, by and among Charter Communications, Inc., Charter Communications Holdings, LLC and Advance/Newhouse Partnership.
10.4†
  
Second Amended and Restated Limited Liability Company Agreement of Charter Communications Holdings, LLC, dated as of August 19, 2026, by and among Charter Communications, Inc., Cox Communications Equity Holdings, Inc., Advance/Newhouse Partnership and the other parties thereto.
10.5
  
Amended and Restated Tax Receivables Agreement, dated as of August 19, 2026, by and among Charter Communications, Inc., Cox Communications Equity Holdings, Inc., Advance/Newhouse Partnership and the other parties thereto.
10.6
  
Amended and Restated Exchange Agreement, dated as of August 19, 2026, by and among Charter Communications, Inc., Cox Enterprises, Inc., Cox Communications Equity Holdings, Inc., Advance/Newhouse Partnership and the other parties thereto.
10.7†
  
Amended and Restated Registration Rights Agreement, dated as of August 19, 2026, by and among Charter Communications, Inc., Cox Enterprises, Inc., Cox Communications Equity Holdings, Inc. and Advance/Newhouse Partnership.
99.1
  
Press Release, dated August 20, 2026.
104
  
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

† Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Charter hereby undertakes to furnish supplemental copies of any of the omitted schedules or exhibits upon request by the SEC.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, regarding, among other things, Charter’s plans, strategies and prospects, both business and financial.  Although Charter believes that its plans, intentions and expectations as reflected in or suggested by these forward-looking statements are reasonable, Charter cannot assure you that it will achieve or realize these plans, intentions or expectations.  Forward-looking statements are inherently subject to risks, uncertainties and assumptions including, without limitation: (i) Charter’s ability to successfully integrate the Cox business; (ii) the ultimate outcome and results of integrating operations and application of Charter’s operating strategies to the Cox business and the ultimate ability to realize synergies at the levels currently expected as well as potential dis-synergies; (iii) the impact of the transaction on Charter’s stock price and future operating results, including due to transaction and integration costs, increased interest expense, business disruption, and diversion of management time and attention; (iv) the reduction in Charter’s current stockholders’ percentage ownership and voting interest as a result of the Transactions; (v) the increase in Charter’s indebtedness as a result of the Transactions, which will increase interest expenses and may decrease Charter’s operating flexibility; (vi) other risks related to the Transactions and actions related thereto; and (vii) 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 communication 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.  Important factors that could cause actual results to differ materially from the forward-looking statements Charter makes in this communication are set forth in Charter’s annual report on Form 10-K, and in other reports or documents that Charter files from time to time with the SEC.

All forward-looking statements speak only as of the date they are made and are based on information available at that time.  Charter assumes no obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws.  As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

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/ Jessica M. Fischer
   
Jessica M. Fischer
Date: August 20, 2026
  
Chief Financial Officer
     
 
CCO HOLDINGS, LLC
 
Registrant
     
 
By:
/s/ Jessica M. Fischer
   
Jessica M. Fischer
Date: August 20, 2026
  
Chief Financial Officer
     
 
CCO HOLDINGS CAPITAL CORP.
 
Registrant
     
 
By:
/s/ Jessica M. Fischer
   
Jessica M. Fischer
Date: August 20, 2026
  
Chief Financial Officer


Exhibit 99.1


CHARTER AND COX COMMUNICATIONS
COMPLETE TRANSACTION BENEFITING CUSTOMERS, LOCAL COMMUNITIES, EMPLOYEES AND SHAREHOLDERS

Charter Completes Acquisition of Liberty Broadband in All-Stock Transaction

Spectrum Brand, Pricing and Packaging to Launch in All Cox Markets
Mid-September

Stamford, CT – August 20, 2026 – Charter Communications, Inc. (NASDAQ: CHTR) (along with its subsidiaries, “Charter”) today announced that it has completed its previously announced transaction with Cox Communications (“Cox”) and the acquisition of Liberty Broadband Corporation (“Liberty Broadband”). These transformative transactions create the leading broadband and video company in the nation and the fastest growing mobile provider in its footprint, with seamless connectivity and video entertainment, and high-quality customer service delivering powerful benefits for customers, local communities, employees and shareholders.
 
“The addition of Cox to the Spectrum footprint is one that can be celebrated by customers, employees and investors alike,” said Chris Winfrey, Charter President and CEO. “Together, we will bring the best products, at the best price, coupled with the highest level of customer service to more customers across our expanded 45-state Spectrum footprint. And Cox employees will soon have access to all the programs and benefits that have made Charter an employer of choice where its 100% U.S.-based employees can build long-term careers.
 
“The market has changed considerably over the past decade, and regional providers like Spectrum are competing with national and even global connectivity and entertainment companies. Today, with expanded scale, we are better positioned to compete and continue investment in our products and service, tools and platforms, and to further the capability and reach of our Spectrum Fiber Broadband Network.”
 
Eric Zinterhofer, who prior to closing the transactions had served as Chairman of Charter's board, added, "Congratulations to Chris, the Charter team and the Cox family for completing an industry-transforming transaction. I look forward to serving as lead independent director as Alex Taylor becomes Charter's next Chairman."

“When Liberty first invested in Charter more than a decade ago, we saw an opportunity to build scale behind a great management team and operating model,” said Dr. John C. Malone, Chairman of Liberty Broadband. “The combination of Charter and Cox creates a stronger, more competitive company to further invest and innovate, while giving Liberty Broadband shareholders a direct interest in its future. I have tremendous respect for the Cox family and its long tradition of entrepreneurial leadership and responsible stewardship, and I look forward to seeing what Chris, Alex and their teams accomplish together.”

The Cox Transaction
 
A subsidiary of Cox Enterprises, Inc. (“Cox Enterprises”) received:
 

 •
Approximately 33.6 million common units in Charter’s existing partnership (“Charter Holdings”), with an implied value of approximately $5 billion, and which are exchangeable for Charter common shares. 
 

 •
$6 billion of convertible preferred units of Charter Holdings, with a 6.875% coupon, which are convertible into 12.6 million common units of Charter Holdings, and which are exchangeable for Charter common shares.
 

 •
And a total of approximately $4 billion in cash.
 
In aggregate, Charter issued the equivalent of just over 46 million Charter shares to a subsidiary of Cox Enterprises. Based on Charter’s share count as of June 30, 2026, and giving effect to the closing of the Liberty Broadband merger and the Cox transaction, Cox Enterprises and its subsidiaries now own approximately 26% of the combined entity’s fully diluted shares outstanding, on an as-converted, as-exchanged basis. Additionally, approximately $12 billion of Cox debt and finance leases will remain outstanding at subsidiaries of Charter as a result of the transaction.

Alex Taylor, Chairman and CEO of Cox Enterprises and Chairman of Charter’s Board of Directors said, "For generations, my family has believed in building businesses that matter and stand the test of time. The broadband industry has shaped how people live, work and connect with one another, and we believe deeply in its future. I look forward to partnering with Chris and the board to build on a proud legacy and create long-term value for our shareholders, customers, employees and the communities we serve.”

The Liberty Broadband Transaction
 
Concurrent with the closing of the Cox transaction, Charter closed its transaction with Liberty Broadband. Under the terms of the agreement, each holder of Liberty Broadband Series A common stock, Series B common stock, and Series C common stock (collectively, “Liberty Broadband common stock”) received 0.236 of a share of Charter common stock per share of Liberty Broadband common stock held, with cash paid in lieu of fractional shares. Each holder of Liberty Broadband Series A cumulative redeemable preferred stock (“Liberty Broadband preferred stock”) received one share of newly issued Charter cumulative redeemable preferred stock (“Charter preferred stock”) per share of Liberty Broadband preferred stock held, which Charter preferred stock will substantially mirror the current terms of the Liberty Broadband preferred stock.
 
As a result of the transaction, Charter retired approximately 38.6 million Charter shares previously owned by Liberty Broadband and issued approximately 33.9 million shares to holders of Liberty Broadband common stock at closing, resulting in a net decrease of approximately 4.7 million Charter shares outstanding. At close, Charter assumed approximately $840 million of Liberty Broadband net debt that will be repaid shortly after closing, and $180 million of preferred equity that became Charter preferred equity upon the close of the transaction.

Customer, Community and Employee Benefits
 
Beginning today, Spectrum will offer Cox customers a free mobile line for one year
 
To welcome its new customers, Spectrum is offering a free year of mobile service to Cox internet customers who don’t already subscribe to Cox Mobile; the first of many benefits Spectrum will offer. In mid-September, Spectrum plans to launch its entire suite of products to all consumers, including existing customers, in former Cox markets offering Spectrum’s simple and transparent pricing and packaging, greater value and more opportunities to save.
 
Spectrum Internet and Spectrum Mobile work together over the Spectrum Fiber Broadband Network and are supported by approximately 45 million WiFi access points across the country, delivering a faster, more seamless experience than standalone 5G. Spectrum’s Seamless Connectivity bundle delivers the most reliable service and helps customers save with Spectrum’s $1,000 savings guarantee.
 
For Video, Spectrum’s Seamless Entertainment brings live TV and popular streaming apps together, all in one place. Spectrum TV Select plans include ad-supported streaming apps like Disney+, Hulu, ESPN Unlimited, Discovery+, HBO MAX, Paramount+, Peacock, AMC+, ViX, Tennis Channel, and FOX One, providing up to $127 of monthly retail value at no extra cost. The Spectrum TV App, the highest-rated pay TV streaming app and the most viewed streaming service in the U.S. on an hours per household basis, lets customers stream, pause, and rewind live TV, plus watch On Demand and DVR, on phones, tablets and the most popular streaming devices. And with the Xumo Stream Box with voice remote, Spectrum makes it easy to search and switch between live TV and the most popular streaming apps.

Within the next year, Cox customers also will benefit from Spectrum’s industry-first Customer Service Commitments, which include:
 

 •
100% U.S.-based customer service team available 24/7.
 

 •
fixing service disruptions quickly, including same-day technician dispatch when requested before 5:00 pm; if not, the next day.
 

 •
providing customers with credits for outages that last longer than two hours.
 
To achieve those commitments, over the next 18 months Spectrum will apply its sales and service workforce model to Cox markets, and will fully return Cox’s customer service function to the U.S.  All employees will earn a starting wage of at least $20 per hour and enjoy Spectrum’s industry-leading benefits, which include:
 

 •
Comprehensive medical, dental, and vision coverage for all full-time and part-time employees.
 

 •
Market-leading retirement benefits, including a 401(k) plan with a company match up to 6% of their eligible pay.
 

 •
Free or discounted Spectrum Mobile, TV and Internet service.
 

 •
Multiple opportunities for upward advancement to build careers, including through self-progression programs with standardized pay raises, and formal development programs, including the Broadband Field Technician Apprenticeship program.
 

 •
Tuition-free undergraduate degree and certificate programs via flexible online learning.
 

 •
The Employee Stock Purchase Plan provides all frontline employees with the ability to purchase stock and receive a matching grant of Charter Restricted Stock Units (RSUs) up to 1-for-1 based on years of service.
 

 •
Participation in the Invest in America Trump Accounts program, matching the federal government's $1,000 contribution for employees' children.
 
Businesses of all sizes throughout the Spectrum footprint will benefit from the combination of Spectrum Business with Cox Business’ well-known industry leadership, including Segra, Cox’s super-regional, fiber-based provider serving commercial enterprise and carrier customers, and RapidScale, its managed, cloud-based services provider.
 
In advertising, Spectrum will expand opportunities for advertisers large and small, national, regional, and local, bringing new competition in an area now dominated by Big Tech.
 
Spectrum is a local company that helps create opportunities and invests in the communities where its employees live and work with programs focused on increasing digital inclusion and education, promoting critical human services (including food security, housing, and employment), and supporting small businesses. Spectrum established the Spectrum Foundation with a $50 million initial investment to respond to local needs, expand economic opportunity and empower communities to thrive.

Spectrum’s local presence in the communities is furthered by Spectrum Networks, its award-winning news division with more than 35 stations across the company’s footprint, providing objective reporting from local journalists, ensuring coverage reflects and is informed by the issues that matter most to our communities. In the coming months, Spectrum Networks will expand its presence into the Cox footprint, bringing local, unbiased news coverage to more communities in new DMAs. 
 
Governance
 
Mr. Alex Taylor has been appointed Chairman, and Mr. Eric Zinterhofer has been named the lead independent director of Charter’s board. Mr. Winfrey will continue in his current role as President and CEO and board member. In addition to Mr. Taylor, Cox Enterprises has appointed Mr. Dallas Clement and Mr. Mark Greatrex to Charter’s 13-member board.
 
Advance/Newhouse, which, like Cox, contributed its operations to Charter’s partnership in 2016, will retain its two board seats held by Mr. Steve Miron and Mr. Michael Newhouse.
 
At close, Liberty Broadband ceased to be a direct shareholder in Charter and no longer designates directors for election to the Charter board. Mr. Martin Patterson and Mr. J. David Wargo have stepped down from the board, effective as of the close of the transaction. In addition, Mr. John Markley Jr. retired from the Charter board effective as of the close of the transaction and Mr. Balan Nair will continue to serve on the Charter board as an independent director.
 
Charter, Cox Enterprises and Advance/Newhouse entered into an amended and restated stockholders’ agreement, which provided for preemptive rights over certain issuances, voting caps and required participation in Charter common share repurchases at specified acquisition caps, and transfer restrictions among other shareholder governance matters.
 
Within a year following the transaction, the company will change its parent company name to Cox Communications but will continue to operate as Spectrum across all markets. The Company also will remain headquartered in Stamford, CT, keeping a significant presence in Atlanta, GA.  
 
In the Cox transaction, Citi and LionTree served as financial advisors and Wachtell, Lipton, Rosen & Katz served as legal counsel to Charter. Allen & Company served as financial advisor to Cox Enterprises. BDT & MSD Partners, Evercore and Wells Fargo served as financial advisors to Cox. Latham & Watkins LLP served as legal advisor to Cox Enterprises.
 
In the Liberty Broadband transaction, Centerview Partners LLC served as exclusive financial advisor to the special committee of Charter. Citi served as exclusive financial advisor to Charter. Wachtell, Lipton, Rosen & Katz served as legal counsel to the special committee of Charter. J.P. Morgan served as exclusive financial advisor to Liberty Broadband, and O'Melveny & Myers LLP served as legal counsel to Liberty Broadband.

About Charter
Charter Communications, Inc. (NASDAQ: CHTR) is the leading broadband and video company in the nation and the fastest growing mobile provider in its footprint, with services available to more than 70 million homes and small to large businesses across 45 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 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, our plans, strategies and prospects, both business and financial.  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: (i) our ability to successfully integrate the Cox Communications business; (ii) the ultimate outcome and results of integrating operations and application of Charter’s operating strategies to the Cox Communications business and the ultimate ability to realize synergies at the levels currently expected as well as potential dis-synergies; (iii) the impact of the transaction on our stock price and future operating results, including due to transaction and integration costs, increased interest expense, business disruption, and diversion of management time and attention; (iv) the reduction in our current stockholders’ percentage ownership and voting interest as a result of the transaction; (v) the increase in our indebtedness as a result of the transaction, which will increase interest expenses and may decrease our operating flexibility; (vi) other risks related to the transaction and actions related thereto; and (vii) 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," "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.   Important factors that could cause actual results to differ materially from the forward-looking statements we make in this communication are set forth in our annual report on Form 10-K, and in other reports or documents that we file from time to time with the SEC.
 
All forward-looking statements speak only as of the date they are made and are based on information available at that time. We assume no obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.


Source: View Original Filing on SEC EDGAR

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