Bonds
Charter Launches Eight Cash Tenders With a $1.5 Billion Cap
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Charter Communications (CHTR ) announced on November 10, 2026 that its wholly owned subsidiaries, Charter Communications Operating, LLC and Charter Communications Operating Capital Corp., had commenced eight separate cash tender offers for outstanding senior secured notes. Aggregate consideration across the offers is capped at $1.5 billion.
The ceiling applies to consideration payable for accepted notes rather than to principal outstanding, and excludes accrued interest and offer-related fees and expenses. The eight series had $11.569 billion of principal outstanding as of September 30, 2026, calculated by summing the reported amounts for each series. None of the offers requires a minimum amount of notes to be tendered, and no offer is conditioned on completion of another offer.
Eight Series Ranked by Acceptance Priority
The offers cover the following senior secured series, ranked by acceptance priority:
| Priority | Notes | Principal outstanding | Reference U.S. Treasury | Fixed spread (basis points) |
|---|---|---|---|---|
| 1 | 3.850% due 2061 | $1.850 billion | 5.000% due August 15, 2056 | 215 |
| 2 | 3.950% due 2062 | $1.400 billion | 5.000% due August 15, 2056 | 220 |
| 3 | 3.700% due 2051 | $1.527 billion | 5.000% due August 15, 2056 | 205 |
| 4 | 3.900% due 2052 | $1.884 billion | 5.000% due August 15, 2056 | 205 |
| 5 | 4.400% due 2061 | $1.400 billion | 5.000% due August 15, 2056 | 225 |
| 6 | 3.500% due 2042 | $0.897 billion | 5.125% due August 15, 2046 | 205 |
| 7 | 3.500% due 2041 | $1.006 billion | 4.625% due August 15, 2036 | 250 |
| 8 | 4.800% due 2050 | $1.605 billion | 5.000% due August 15, 2056 | 220 |
Pricing and Acceptance Mechanics
For each $1,000 of accepted principal, consideration will be based on the bid-side yield of the applicable reference Treasury on the price-determination date, plus the series’ fixed spread. The calculation produces a settlement-date price based on a yield to the par-call date if the tender-offer yield is below the note’s contractual annual interest rate, and otherwise a yield to maturity. Accepted holders will also receive accrued and unpaid interest in cash up to, but excluding, settlement.
The cap is implemented through an acceptance waterfall. If aggregate consideration for all validly tendered and unwithdrawn notes does not exceed the cap, Charter will accept all such notes, subject to the offers’ conditions. If the cap would be exceeded, the company will accept series sequentially from highest to lowest priority until acceptance comes as close as possible to the ceiling without exceeding it. The next lower-priority series will be prorated, and no series below it will be accepted.
For that prorated series, Charter may increase the amount accepted by no more than 2% of the series’ outstanding notes without amending or extending the applicable offer. Subject to applicable law and the offer terms, Charter reserves the right to increase the cap and to amend, extend or terminate any offer before expiration.
Timetable and Settlement
Each offer is scheduled to expire at 5:00 p.m. New York City time on November 17, 2026, unless extended or earlier terminated. The reference yields are scheduled to be calculated at 3:00 p.m. that day, with Charter planning to announce each series’ consideration promptly afterward. If proration is required, the company will use commercially reasonable efforts to announce the results before 10:00 a.m. on the business day after expiration.
Charter expects settlement on November 19, 2026, the second business day after scheduled expiration, unless an offer is extended. Notes may generally be withdrawn until the earlier of expiration or, if an offer is extended, the tenth business day after commencement, unless applicable law requires otherwise.
BofA Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley (MS ) & Co. LLC are the lead dealer managers. D.F. King & Co., Inc. is serving as information agent and tender agent.
Because the cap applies to consideration rather than principal, the amount of debt retired will depend on final purchase prices and the volume tendered. If tendered consideration would exceed the cap, the waterfall governs allocation, leaving lower-priority series exposed to proration or exclusion.
