8-KMaterial AgreementsFinancial EventsExhibits & Filings

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Material Agreement (Aug 24, 2026)

Filed August 24, 2026For Securities:CHTR

Summary

Charter Communications, Inc. (CHTR) filed an 8-K on August 24, 2026, to announce the final settlement of its previously announced exchange offers for its senior secured notes. The company, through its operating subsidiaries, successfully exchanged a significant principal amount of older, lower-interest notes for newly issued, higher-interest notes due in 2038 and 2041. This strategic debt management action involved issuing approximately $1.73 billion in new 7.087% Senior Secured Notes due 2038 and approximately $1.66 billion in new 7.337% Senior Secured Notes due 2041. The filing details the issuance of both existing and additional notes as part of these exchange offers, which aimed to optimize the company's debt structure and maturity profile. The new notes are guaranteed by CCO Holdings, LLC and certain subsidiaries, and secured by a first-priority security interest in specified assets, consistent with prior agreements. Investors should note the higher interest rates on the newly issued debt and the substantial principal reduction achieved through these exchanges.

Key Highlights

  • 1Final settlement of exchange offers for senior secured notes completed on August 24, 2026.
  • 2Issuance of $1,686,285,000 principal amount of 7.087% Senior Secured Notes due 2038 (Existing 2038 Notes) and $1,627,538,000 principal amount of 7.337% Senior Secured Notes due 2041 (Existing 2041 Notes) on August 12, 2026.
  • 3Further issuance of $55,928,000 aggregate principal amount of Additional 2038 Notes and $35,750,000 aggregate principal amount of Additional 2041 Notes on August 24, 2026.
  • 4These exchanges involved swapping a larger principal amount of existing notes for a smaller principal amount of new notes, indicating a reduction in overall debt principal.
  • 5The new notes are senior secured obligations, guaranteed by CCO Holdings, LLC and certain subsidiaries, and secured by a pari passu, first-priority security interest in specified assets.
  • 6The filing includes the Twenty-Ninth Supplemental Indenture, which governs the terms and conditions of the Additional Notes.
  • 7Charter Communications is not an emerging growth company and has not elected to use the extended transition period for complying with new or revised financial accounting standards.

Frequently Asked Questions

The primary purpose of the exchange offers was to allow Charter Communications Operating, LLC and Charter Communications Operating Capital Corp. to exchange outstanding senior secured notes for a combination of cash and newly issued senior secured notes with different maturity dates and interest rates. This is a common strategy to manage and optimize the company's debt profile and maturity structure.

The company issued new 7.087% Senior Secured Notes due 2038 and 7.337% Senior Secured Notes due 2041. These represent the interest rates and maturity dates for the newly issued debt.

The filing indicates that a larger aggregate principal amount of older notes was exchanged for a smaller aggregate principal amount of new notes. For example, $2,664,699,000 of Pool 1 Notes were exchanged for $1,686,285,000 of 2038 Notes, and $2,689,366,000 of Pool 2 Notes were exchanged for $1,627,538,000 of 2041 Notes. This suggests a reduction in the total principal amount of debt outstanding.

The new notes are senior secured obligations, guaranteed by CCO Holdings, LLC and certain subsidiaries. They are secured by a first-priority security interest in specified assets. The Indenture includes provisions that limit the ability of the Issuers to grant liens, sell substantially all assets, or merge. It also outlines customary events of default.