Charter Communications, Inc. filed a Form 8-K with the SEC on August 24, 2026, disclosing the final settlement of exchange offers in which subsidiary issuers issued additional senior secured notes in exchange for outstanding legacy notes.

Key Highlights

  • Final Settlement Date: August 24, 2026, following expiration of the exchange offers at 5:00 p.m. New York City time on August 20, 2026.
  • Additional 2038 Notes issued: $55,928,000 in aggregate principal amount of 7.087% Senior Secured Notes due 2038, exchanged for $84,390,000 in Pool 1 Notes tendered after the Early Tender Date.
  • Additional 2041 Notes issued: $35,750,000 in aggregate principal amount of 7.337% Senior Secured Notes due 2041, exchanged for $60,634,000 in Pool 2 Notes tendered after the Early Tender Date.
  • Early Settlement (August 12, 2026): The Issuers previously issued $1,686,285,000 of 2038 Notes for $2,664,699,000 of Pool 1 Notes, and $1,627,538,000 of 2041 Notes for $2,689,366,000 of Pool 2 Notes.
  • Supplemental Indenture: The Issuers entered into the Twenty-Ninth Supplemental Indenture on the Final Settlement Date, supplementing a base indenture originally dated July 23, 2015.
  • Interest payment dates: Interest on both the Additional 2038 Notes and the Additional 2041 Notes is payable on each March 1 and September 1, commencing March 1, 2027.

Charter Operating Entities Close Final Leg of Senior Secured Note Exchange Offers

According to the filing, Charter Communications Operating, LLC and Charter Communications Operating Capital Corp. (together, the "Issuers"), along with Time Warner Cable, LLC where applicable, conducted two parallel private exchange offers. The Pool 1 Offer targeted seven series of existing notes and offered holders a combination of cash and new 7.087% Senior Secured Notes due 2038, capped at $2,000,000,000 in aggregate principal. The Pool 2 Offer targeted five series of existing notes and offered holders a combination of cash and new 7.337% Senior Secured Notes due 2041, also capped at $2,000,000,000 in aggregate principal.

The filing disclosed that the early settlement on August 12, 2026 accounted for the majority of tendered notes. At final settlement on August 24, 2026, the Issuers issued an additional $55,928,000 of 2038 Notes in exchange for $84,390,000 of Pool 1 Notes, and an additional $35,750,000 of 2041 Notes in exchange for $60,634,000 of Pool 2 Notes - covering notes tendered after the August 5, 2026 Early Tender Date but before the August 20, 2026 Expiration Date. The filing states that the Additional Notes in each series are fungible with their respective Existing Notes and trade under the same CUSIP numbers.

In connection with the final settlement, the Issuers, CCO Holdings, LLC as Parent Guarantor, and the Subsidiary Guarantors entered into the Twenty-Ninth Supplemental Indenture with the Trustee and Collateral Agent. The filing states that prior to June 1, 2038 and June 1, 2041 respectively, the Issuers may redeem the Additional 2038 Notes or Additional 2041 Notes at 100% of principal plus accrued interest and a make-whole premium. On or after those dates, redemption may occur at 100% of principal plus accrued interest, without a make-whole premium. Both series were issued with registration rights, according to the filing. Charter Communications, Inc. is listed on NASDAQ:CHTR.

What Was Disclosed

The filing reported the final settlement of two private debt exchange offers by Charter's operating subsidiaries, including the issuance of additional senior secured notes under a Twenty-Ninth Supplemental Indenture, with interest commencing March 1, 2027 on both new note series.