Charter Communications, Inc. filed a Form 8-K on August 12, 2026, disclosing the early settlement of two private debt exchange offers and the issuance of approximately $3.3 billion in aggregate principal amount of new senior secured notes.

Key Highlights

  • New 2038 Notes issued: The Issuers issued $1,686,285,000 in aggregate principal amount of 7.087% Senior Secured Notes due 2038 on the Early Settlement Date of August 12, 2026.
  • New 2041 Notes issued: The Issuers simultaneously issued $1,627,538,000 in aggregate principal amount of 7.337% Senior Secured Notes due 2041.
  • Exchange Offers launched July 23, 2026: The Pool 1 and Pool 2 exchange offers were commenced on July 23, 2026, targeting a combined 12 series of existing senior secured and senior debenture notes.
  • Twenty-Seventh Supplemental Indenture executed: The Issuers, CCO Holdings, LLC as Parent Guarantor, and Subsidiary Guarantors entered into a supplemental indenture supplementing a base indenture dated July 23, 2015.
  • Registration rights granted: Under the Registration Rights Agreement, the Issuers agreed, in certain circumstances, to file a registration statement to exchange each series of the new Notes for substantially identical registered notes.
  • Senior secured, first-priority collateral: The Notes and their guarantees are secured by a pari passu, first-priority security interest in the Issuers' and Guarantors' assets, subject to certain permitted liens.

Charter Communications Operating Issues Over $3.3 Billion in New Notes via Early Settlement

According to the filing, Charter Communications Operating, LLC and Charter Communications Operating Capital Corp. (collectively, the "Issuers"), along with Time Warner Cable, LLC where applicable, had commenced the Exchange Offers on July 23, 2026. The Pool 1 Offer targeted seven series of existing notes, including instruments ranging from 2.250% Senior Secured Notes due 2029 to 5.375% Senior Secured Notes due 2047, exchangeable for a combination of cash and up to $2,000,000,000 in aggregate principal amount of the new 2038 Notes. The Pool 2 Offer targeted five additional series of longer-dated notes, exchangeable for cash and up to $2,000,000,000 in aggregate principal amount of the new 2041 Notes.

The filing discloses that on the Early Settlement Date of August 12, 2026, the Issuers issued $1,686,285,000 of 2038 Notes and $1,627,538,000 of 2041 Notes. Interest on both series is payable on each March 1 and September 1, commencing March 1, 2027, according to the Indenture. The filing states that prior to June 1, 2038, the 2038 Notes may be redeemed in whole or in part at 100% of principal plus accrued interest and a make-whole premium; on or after that date, no make-whole premium applies. The same structure applies to the 2041 Notes, with a corresponding call date of June 1, 2041.

The Indenture, as disclosed, limits the Issuers' ability to grant liens, sell all or substantially all assets, or merge or consolidate with other entities, and provides for customary events of default. The filing names eight dealer managers party to the Registration Rights Agreement, including Barclays Capital Inc., Citigroup Global Markets Inc., Morgan Stanley and Co. LLC, BofA Securities, Inc., Deutsche Bank Securities Inc., Goldman Sachs and Co. LLC, J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC.

What Was Disclosed

Charter Communications, Inc. (NASDAQ:CHTR) disclosed via an 8-K filed August 12, 2026, the early settlement of two private debt exchange offers and the execution of related indenture and registration rights agreements governing approximately $3.3 billion in newly issued senior secured notes.