Business Context and Reporting Period
This Form 8-K Current Report is filed by Charter Communications, Inc. and its subsidiaries (CCO Holdings, LLC and CCO Holdings Capital Corp.) for the reporting period ending August 12, 2026. The filing documents the early settlement of previously announced exchange offers involving various senior secured notes and debentures.
Key Financial Metrics and Debt Structure
The filing details the issuance of new debt instruments to replace existing obligations. No revenue, profit, or cash flow metrics are provided in this specific filing.
- New Debt Issued (2038 Notes): $1,686,285,000 aggregate principal amount at 7.087% interest.
- New Debt Issued (2041 Notes): $1,627,538,000 aggregate principal amount at 7.337% interest.
- Total New Principal: Approximately $3.31 billion.
- Interest Payment Dates: March 1 and September 1, commencing March 1, 2027.
- Security Status: Senior secured obligations guaranteed by the Parent Guarantor and subsidiary guarantors, secured by a first-priority security interest in assets.
Material Changes Versus Prior Period
The primary material change is the restructuring of the company's debt profile through the early settlement of exchange offers initiated on July 23, 2026.
- Debt Replacement: The new notes replace a combination of existing notes with varying maturities (ranging from 2029 to 2053) and interest rates (ranging from 2.250% to 5.375%).
- Interest Rate Impact: The new notes carry higher coupon rates (7.087% and 7.337%) compared to the majority of the retired debt, reflecting the terms of the exchange offer.
- Maturity Extension: The new debt extends maturities to 2038 and 2041, consolidating multiple shorter and longer-term obligations into two specific tranches.
Guidance, Risks, and Unusual Items
This filing does not contain forward-looking guidance, revenue outlook, or management commentary on operational performance. It focuses on the legal and financial terms of the debt transaction.
- Registration Rights: The company agreed to file a registration statement for an exchange offer within 450 days of the settlement date. Failure to do so triggers additional interest penalties starting at 0.25% per annum, increasing to 0.5% per annum.
- Covenants: The indenture limits the ability to grant liens, sell substantially all assets, or merge/consolidate without compliance.
- Events of Default: Includes nonpayment, breach of covenants, cessation of collateral, or bankruptcy. Holders of 30% of the notes can declare the debt due immediately upon default.
- Redemption Terms: Notes are redeemable prior to June 1, 2038 (for 2038 Notes) and June 1, 2041 (for 2041 Notes) at 100% principal plus accrued interest and a make-whole premium. Post-dates, they are redeemable at 100% principal plus accrued interest.
Investor Verification Checklist
- Verify the total cash consideration paid to retire the old debt versus the principal amount of the new notes issued.
- Confirm the specific interest rate differential between the retired notes and the new 7.087% and 7.337% notes to assess the impact on future interest expense.
- Review the "Twenty-Seventh Supplemental Indenture" (Exhibit 4.2) for specific definitions of "make-whole premium" and permitted liens.
- Monitor the company's ability to file the required registration statement within the 450-day window to avoid penalty interest.
- Assess the impact of the new debt covenants on future capital allocation and M&A flexibility.