Charter Communications, Inc. filed a Form 8-K on July 23, 2026, detailing two significant capital markets and strategic developments. The filing covers the launch of substantial private debt exchange offers and the submission of required financial statements for the pending acquisition of certain Cox Communications assets.
Debt Exchange Offers
Charter announced that its subsidiaries, Charter Communications Operating, LLC and Charter Communications Operating Capital Corp., have commenced private offers to exchange twelve series of outstanding senior secured notes and debentures. The exchange offers are divided into two pools.
The Pool 1 Offer invites holders of seven existing note series, including the 3.500% Senior Secured Notes due 2042, the 4.500% senior debentures due 2042, and the 5.375% Senior Secured Notes due 2047, to exchange their holdings for a combination of cash and up to $1.75 billion in aggregate principal amount of new Senior Secured Notes due 2038. The Pool 2 Offer targets five additional series, such as the 3.700% senior secured notes due 2051 and the 5.250% Senior Secured Notes due 2053, offering holders cash and up to $1.75 billion in new Senior Secured Notes due 2041.
The new notes will be issued with registration rights but have not been registered under the Securities Act of 1933, meaning they can only be offered or sold through applicable exemptions. The exchange offers are scheduled to expire at 5:00 PM New York City time on August 20, 2026, unless extended or terminated early. The complete terms are detailed in an offering memorandum distributed to eligible holders.
Cox Transactions Financial Statements
The filing also provides financial information related to Charter’s previously disclosed transaction with Cox Enterprises. On May 16, 2025, Charter entered into an agreement under which Cox Enterprises will sell its commercial fiber and managed IT and cloud services businesses to Charter, contribute the equity interests of Cox Communications’ residential cable business to a Charter subsidiary, and pay Charter $1.00.
To satisfy disclosure requirements, Charter attached several exhibits to the 8-K. These include audited consolidated financial statements for Cox Communications as of December 31, 2025 and 2024, and for each year in the three-year period ended December 31, 2025. Unaudited interim condensed consolidated financial statements for Cox Communications as of and for the three months ended March 31, 2026 were also filed, along with unaudited pro forma condensed combined financial statements for Charter. These pro forma statements illustrate the combined company’s financial position as of March 31, 2026, and its results of operations for the three months then ended and for the year ended December 31, 2025, as if the Cox Transactions had already occurred.