Charter Communications Operating, LLC and Charter Communications Operating Capital Corp. commenced eight separate cash tender offers on November 10, 2026, targeting up to $1,500,000,000 in aggregate consideration across eight series of outstanding senior secured notes.

Key Highlights

  • Offer cap set at $1.5 billion: The aggregate consideration the company is obligated to pay across all eight offers is capped at $1,500,000,000, excluding accrued interest and fees.
  • Eight series targeted: Notes range from the 3.500% Senior Secured Notes due 2041 (Priority Level 7) to the 3.850% Senior Secured Notes due 2061 (Priority Level 1, $1,850 million outstanding).
  • Waterfall acceptance methodology: Notes will be accepted in order of Acceptance Priority Levels 1 through 8, with level 1 being the highest priority.
  • Expiration set for November 17, 2026: All offers expire at 5:00 p.m. New York City time on that date, unless extended or earlier terminated.
  • Expected settlement November 19, 2026: The settlement date is expected to be the second business day following the expiration date.
  • No minimum tender condition: According to the filing, no offer is conditioned on any minimum amount of notes being tendered, and no offer is conditioned on the consummation of any other offer.
  • 2% overallotment flexibility: The company may increase the amount of notes accepted for any prorated series by no more than 2% of the outstanding notes of that series without amending or extending the applicable offer.

Charter Communications Subsidiaries Detail Terms of Eight-Series Tender Offers

According to the filing, Charter Communications Operating, LLC and Charter Communications Operating Capital Corp. - wholly-owned subsidiaries of Charter Communications, Inc. (NASDAQ:CHTR, CHTRP) - are jointly offering to purchase for cash eight series of their outstanding senior secured notes. The aggregate consideration is capped at $1.5 billion, with the principal amounts outstanding as of September 30, 2026 ranging from $897 million for the 3.500% Senior Secured Notes due 2042 to $1,884 million for the 3.900% Senior Secured Notes due 2052.

The filing describes a "waterfall" methodology governing which notes will be purchased if total tendered consideration exceeds the offer cap. Under this structure, notes with Acceptance Priority Level 1 (the 3.850% Senior Secured Notes due 2061) are addressed first, proceeding sequentially through Level 8 (the 4.800% Senior Secured Notes due 2050). If a series falls at the boundary of the cap, it may be accepted only on a prorated basis. Series below the prorated series will not be accepted for purchase. The consideration for each $1,000 principal amount will be determined based on the bid-side yield of a specified reference U.S. Treasury security, plus a fixed spread ranging from 205 to 250 basis points depending on the series, calculated at 3:00 p.m. New York City time on the Price Determination Date.

Holders whose notes are accepted will also receive accrued and unpaid interest up to, but excluding, the settlement date, in addition to the stated consideration. The filing notes that notes may be validly withdrawn at any time at or prior to the earlier of the expiration date or, if any offer is extended, the 10th business day after commencement. The company stated it reserves the right to amend, extend, or terminate any of the offers at any time prior to the expiration date, subject to applicable law and limitations described in the Offer to Purchase.

What Was Disclosed

Charter Communications' subsidiaries disclosed the launch of eight concurrent cash tender offers on November 10, 2026, covering senior secured notes with maturities from 2041 to 2062, subject to a $1.5 billion aggregate consideration cap and waterfall acceptance procedures.