8-KRegulation FD

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Regulation FD Disclosure (Sep 11, 2017)

Filed September 11, 2017For Securities:CHTR

Summary

Charter Communications, Inc. (CHTR) announced on September 11, 2017, through its subsidiaries Charter Communications Operating, LLC and Charter Communications Operating Capital Corp., its intention to offer new senior secured notes due in 2028 and 2047. The proceeds from this offering are earmarked for general corporate purposes, which may include funding share repurchases of its Class A common stock or common units of a subsidiary. This move signals the company's strategy to utilize its capital for shareholder returns and operational flexibility. The company also provided an update on its stock repurchase program. As of June 30, 2017, Charter had repurchased a significant number of shares for billions of dollars and still had substantial board authorization for additional buybacks, amounting to $6.4 billion. This reinforces the company's commitment to returning capital to shareholders, alongside other strategic uses such as business growth and potential acquisitions.

Key Highlights

  • 1Charter Communications intends to offer new senior secured notes due 2028 and 2047.
  • 2Proceeds from the notes offering will be used for general corporate purposes, including potential stock buybacks.
  • 3The 2047 notes will be fungible with existing 5.375% Senior Secured Notes due 2047.
  • 4The offering is subject to market conditions and will be made to qualified institutional buyers and non-U.S. persons.
  • 5As of June 30, 2017, Charter had repurchased approximately $4.1 billion in stock/units.
  • 6As of September 8, 2017, Charter had remaining board authority to repurchase an additional $6.4 billion of Class A common stock.
  • 7The company continues to evaluate capital deployment for business growth, M&A, stock repurchases, and dividends.

Frequently Asked Questions

The primary purpose of the new senior secured notes offering is to raise capital for general corporate purposes. This includes funding potential buybacks of Charter's Class A common stock or common units of a subsidiary, as well as other strategic opportunities and general corporate needs.

As of September 8, 2017, Charter had remaining board authorization to purchase an additional $6.4 billion of its Class A common stock, excluding any shares or units that might be purchased from Advance/Newhouse Partnership.

The filing mentions that during the three and six months ended June 30, 2017, Charter purchased approximately 10.0 million and 12.4 million shares, respectively, of its Class A common stock.

No, the notes have not been registered under the Securities Act of 1933 or any state securities laws. They are being sold to qualified institutional buyers under Rule 144A and to non-U.S. persons outside the United States under Regulation S, in reliance on exemptions from registration requirements.