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 18, 2026. The filing documents the entry into a material definitive agreement regarding the issuance of new senior secured debt.
Key Financial Metrics and Debt Issuance
On August 18, 2026, the Issuers completed the sale of $4.75 billion in aggregate principal amount of Senior Secured Notes. The specific tranches issued are as follows:
- 2032 Notes: $1.75 billion aggregate principal at 6.050% interest.
- 2034 Notes: $1.00 billion aggregate principal at 6.600% interest.
- 2036 Notes: $1.00 billion aggregate principal at 6.950% interest.
- 2056 Notes: $1.00 billion aggregate principal at 7.850% interest.
Interest on all series is payable semiannually on February 15 and August 15, commencing February 15, 2027. The Notes are senior secured obligations guaranteed on a senior secured basis by the Parent Guarantor and Subsidiary Guarantors, secured by a first priority security interest in the Issuers' and Guarantors' assets.
Note: This filing does not provide data on revenue, profit, cash flow, operating margins, or existing liquidity positions.
Material Changes and Covenant Terms
The primary material change is the addition of $4.75 billion in long-term debt obligations. The Indenture imposes specific covenants and redemption terms:
- Redemption Rights: Prior to specific dates (Jan 15, 2032; Dec 15, 2033; May 15, 2036; Feb 15, 2056), the Issuers may redeem notes at 100% of principal plus accrued interest and a make-whole premium. After these dates, redemption is at 100% of principal plus accrued interest.
- Covenants: The Indenture limits the Issuers' ability to grant liens, sell substantially all assets, or merge/consolidate with other entities.
- Events of Default: Include nonpayment, breach of covenants, failure of guarantees, cessation of collateral, and bankruptcy/insolvency events.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future performance, or specific risk factors beyond the standard events of default and covenant restrictions outlined in the Indenture. The offering was made pursuant to an automatic shelf registration statement on Form S-3 filed on July 27, 2026.
Investor Verification Checklist
- Verify the total outstanding debt load of Charter Communications post-issuance to assess leverage ratios.
- Review the "make-whole" premium calculations for early redemption scenarios.
- Confirm the status of the collateral securing the Notes and any permitted liens.
- Examine the press release (Exhibit 99.1) for details on the use of proceeds from the $4.75 billion issuance.
- Monitor compliance with the new covenants regarding asset sales and mergers.