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Get filing alertsFiled August 3, 2026 · Period ending August 3, 2026 · ~2 min read
Key Changes
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Charter disclosed preliminary $14.3B purchase price for Cox acquisition: $4.8B in Charter Holdings common units, $5.4B in convertible preferred units (6.875% dividend), and $4.15B cash. Combined entity assumes Cox's $12.4B debt.
Item 8.01 — Other Events verify on EDGAR → -
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Pro forma 2025 diluted EPS falls to $10.00 from Charter's standalone $36.21, driven by increased depreciation/amortization from fair value step-ups, higher interest expense, and 29.2% noncontrolling interest allocation.
Exhibit 99.2 view on EDGAR → -
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Cox Q2 2026 revenue declined to $3.0B from $3.1B year-over-year, with residential data down to $1.35B from $1.44B and video down to $563M from $610M. Six-month net income flat at $874M versus $876M prior year.
Exhibit 99.1 view on EDGAR → -
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Cox won complete victory in Sony Music copyright case: Supreme Court reversed $1.0B jury verdict in March 2026, ruling Cox's conduct did not constitute contributory infringement. Final judgment entered June 2026.
Exhibit 99.1 view on EDGAR → -
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Pro forma combined 2025 revenue of $67.4B versus Charter standalone $54.8B. Cox generated $1.6B operating cash flow in H1 2026, flat year-over-year, with capex declining to $963M from $1.14B.
Exhibit 99.2 view on EDGAR →
Summary
The transaction structure is unusual: Charter acquires Cox's commercial fiber and managed IT businesses outright, receives Cox's residential cable business as a contributed equity interest in Charter Holdings, and receives a nominal $1.00 payment from Cox Enterprises—suggesting Charter is assuming significant liabilities or Cox is exiting a capital-intensive business.
The combined entity will assume Cox's $12.4 billion in debt, and Charter will issue $4.15 billion in new debt to fund the cash portion of the purchase price. The pro forma financials show material earnings dilution. Pro forma 2025 diluted EPS falls to $10.00 from Charter's standalone $36.21, driven by increased depreciation and amortization from fair value step-ups on Cox's assets, higher interest expense from the new debt and assumed Cox debt, and the allocation of 29.2% of Charter Holdings' earnings to noncontrolling interests (20.0% Cox Enterprises, 9.2% A/N). Cox Enterprises will receive $413 million in annual preferred dividends on its $6.0 billion liquidation preference convertible preferred units. Cox's Q2 2026 results show the challenges Charter is acquiring: revenue declined 4.2% year-over-year to $3.0 billion, with residential data and video both contracting, though operating cash flow remained stable at $1.6 billion for the first half of 2026. Cox did eliminate a significant legal overhang, winning complete victory in its Sony Music copyright case when the Supreme Court reversed a $1.0 billion jury verdict in March 2026.
Section-by-Section Diff
Event · Item 8.01 — Other Events
Added in current filing · verify on EDGAR →
Charter is filing this Current Report on Form 8-K to provide the (i) unaudited interim condensed consolidated financial statements of Cox Communications as of and for the three and six months ended June 30, 2026
Charter has filed Cox Communications' unaudited financial statements for the three and six months ended June 30, 2026.
Added in current filing · verify on EDGAR →
certain pro forma financial information regarding the Transactions as of and for the six months ended June 30, 2026 and for the year ended December 31, 2025. The unaudited pro forma condensed combined financial statements as of and for the six months ended June 30, 2026 and for the year ended December 31, 2025 are intended to reflect the impact of the Transactions on the consolidated financial statements of Charter as if the Transactions had occurred as of June 30, 2026 for the unaudited pro forma condensed combined balance sheet and as of January 1, 2025 for the unaudited pro forma condensed combined statements of operations.
Charter has provided pro forma financial statements showing what its combined financials would look like if the Cox acquisition had closed on June 30, 2026 (balance sheet) and January 1, 2025 (income statement). These pro formas help investors model the combined entity's scale, revenue base, cost structure, and leverage profile post-transaction.
Added in current filing · verify on EDGAR →
Cox Enterprises will sell and transfer to Charter 100% of the equity interests of certain subsidiaries of Cox Communications, Inc., a wholly owned subsidiary of Cox Enterprises (“Cox Communications”), that conduct Cox Communications’ commercial fiber and managed IT and cloud services businesses, (ii) Cox Enterprises will contribute the equity interests of Cox Communications (after its conversion into a limited liability company pursuant to a preclosing restructuring) and certain other assets (other than certain excluded assets) primarily related to Cox Communications’ residential cable business to Charter Holdings and (iii) Cox Enterprises will pay $1.00 to Charter
The filing recaps the May 2025 transaction structure: Charter acquires Cox's commercial fiber and managed IT businesses outright, receives Cox's residential cable business as a contributed equity interest in Charter Holdings, and receives a nominal $1.00 payment from Cox. This unusual structure—where the seller pays the buyer—suggests Charter is assuming liabilities or Cox is exiting a capital-intensive business, making the contributed residential cable assets potentially less valuable or more operationally challenging than a typical acquisition.
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
REVENUES | $ 3,008 | $ 3,140 | $ 6,067 | $ 6,323
OPERATING ... INCOME 571 | 638 | 1,306 | 1,370
N ... ET INCOME $ 372 | $ 415 | $ 874 | $ 876
Cox Communications reported Q2 2026 revenues of $3,008 million, down from $3,140 million in Q2 2025, and six-month revenues of $6,067 million versus $6,323 million prior year. Net income for Q2 was $372 million compared to $415 million in Q2 2025, while six-month net income was essentially flat at $874 million versus $876 million. The revenue decline was driven primarily by residential data (down in Q2 video services (down from $610 million to $563 million in Q2), partially offset by commercial revenue growth.
Added in current filing · view on EDGAR →
Pending Disposition of Cox — In May 2025, Charter Communications, Inc. (“Charter”) and Charter Communications Holdings, LLC (“Charter Holdings”) entered into a transaction agreement with CEI. Pursuant to the transaction agreement, at the closing of the transactions, (i) CEI will sell and transfer to Charter 100% of the equity interests of certain subsidiaries of Cox that conduct Cox’s commercial fiber and managed IT and cloud services businesses, (ii) CEI will contribute the equity interests of Cox and certain other assets (other than certain excluded assets) primarily relating to Cox’s residential cable business to Charter Holdings, and (iii) CEI will pay $1.00 to Charter. The combined entity will also assume Cox’s approximately $12.4 billion in outstanding net debt and finance leases.
On July 31, 2025, Charter’s shareholders approved the transaction agreement.
Charter is acquiring Cox Communications from parent Cox Enterprises (CEI) in a transaction approved by Charter shareholders in July 2025. The deal involves Charter acquiring Cox's commercial fiber and managed IT businesses outright, while CEI contributes Cox's residential cable business to Charter Holdings along with approximately $12.4 billion in net debt and finance leases. CEI will pay Charter $1.00 as part of the transaction structure. The filing provides Cox's standalone financials as the acquisition remains pending. Note: these figures were previously disclosed in the company's Jul 23, 2026 8-K.
Added in current filing · view on EDGAR →
Notes and debentures (a) | $ 11,849 | $ 10,424 | $ 11,849 | $ 10,631
Finance lease obligations (b) (c) 717
737
Less unamortized discounts, premiums and issuance costs (71 )
(74 )
Total debt 12,495
12,512 ... Cox is a party to an amended and restated credit agreement among Cox and CEI, as borrowers, and JP Morgan Chase Bank, N.A., as administrative agent, and certain other lenders and agents (the “Credit Facility”). CEI designated Cox as a restricted subsidiary under the Credit Facility. At the same time, Cox provided an unconditional guarantee of CEI’s obligations under the Credit Facility and CEI also provided an unconditional guarantee of Cox's obligations under the Credit Facility, which will be automatically released upon the release of Cox's guarantee of CEI's obligations under the Credit Facility. Cox will also guarantee CEI’s obligations under CEI’s commercial paper program. As of June 30, 2026 and December 31, 2025, CEI had no outstanding obligations under the Credit Facility and $125 million and no outstanding commercial paper subject to Cox’s guarantee, respectively.
In addition, Cox and CEI provide unconditional cross-guarantees of the other’s obligations under each company’s respective outstanding notes (except for Cox's 6.53% debentures due 2028, of which no material amounts are outstanding). CEI and Cox may release their obligations under the cross-guarantee simultaneously with the other party’s release or in other customary circumstances. As of June 30, 2026 and December 31, 2025, CEI had $175 million of outstanding notes subject to Cox's guarantee.
Cox carries $12.5 billion in total debt as of June 30, 2026, consisting primarily of $11.8 billion in notes and debentures plus $717 million in finance lease obligations. Cox and parent CEI maintain reciprocal guarantee arrangements on each other's debt obligations. As of June 30, 2026, Cox guarantees $125 million of CEI commercial paper and $175 million of CEI notes. These cross-guarantees and the debt itself will transfer to Charter upon closing of the pending acquisition.
Event · Exhibit 99.2
Added in current filing · view on EDGAR →
The accompanying unaudited pro forma condensed combined financial statements as of and for the six months ended June 30, 2026 and for the year ended December 31, 2025 are intended to reflect the impact of the Cox Transactions on the consolidated financial statements of Charter Communications, Inc. (“Charter”), as if the Cox Transactions had occurred as of June 30, 2026 for the unaudited pro forma condensed combined balance sheet and as of January 1, 2025 for the unaudited pro forma condensed combined statements of operations.
Charter disclosed unaudited pro forma financial statements showing the combined company as if the Cox Communications acquisition had closed on June 30, 2026 for the balance sheet and January 1, 2025 for the income statement. The pro forma combined revenue for the year ended December 31, 2025 was $67.4 billion, compared to Charter's standalone $54.8 billion. The pro forma combined net income attributable to Charter shareholders for 2025 was $1.4 billion, down from Charter's standalone $5.0 billion, primarily due to increased depreciation, amortization, and interest expense from the acquisition accounting.
Added in current filing · view on EDGAR →
For purposes of the unaudited pro forma financial statements, the preliminary purchase price is assumed to be approximately $14.3 billion based on preliminary fair value estimates for each component of consideration transferred to Cox Enterprises. ... Total preliminary purchase price $ 14,304
Charter disclosed a preliminary purchase price of approximately $14.3 billion for the Cox Communications acquisition. The consideration includes $4.8 billion in Charter Holdings common units (33.6 million units valued at $142.21 per share as of June 30, 2026), $5.4 billion in Charter Holdings convertible preferred units (with $6.0 billion liquidation preference paying 6.875% dividend), and $4.15 billion in cash. The preliminary allocation includes $16.5 billion in property, plant and equipment, $3.6 billion in customer relationships, and $6.5 billion in franchises, with $10.1 billion in assumed long-term debt.
Added in current filing · view on EDGAR →
The combined entity will assume Cox Communications’ approximately $12.4 billion in outstanding net debt and finance leases. ... Additional interest expense on new debt issued $ (138 ) $ (275 ) ... Amortization of discount as a result of adjusting assumed Cox Communications’ long-term debt to fair value (59 ) (118 )
The combined company will assume approximately $12.4 billion in Cox Communications debt and finance leases. Charter will also issue $4.15 billion in new debt to fund the cash portion of the purchase price. Pro forma interest expense increased by $ 4,575 for the six months ended June 30, 2026 and $573 million for the year ended December 31, 2025, driven by the new debt issuance, elimination of intercompany interest income, and amortization of debt discounts from fair value adjustments to Cox's assumed debt.
Added in current filing · view on EDGAR →
Noncontrolling interest in Charter Holdings excluding preferred units based on pro forma common unit ownership of Charter Holdings (20.0% Cox Enterprises and 9.2% A/N) 29.2 % ... Noncontrolling interest expense - Charter Holdings common units $ 1,256 $ 767 ... Noncontrolling interest expense - Charter Holdings convertible preferred units | 207 | 413
Following the transaction, noncontrolling interests in Charter Holdings will increase to 29.2% of common unit ownership (20.0% Cox Enterprises and 9.2% A/N). Pro forma net income attributable to noncontrolling interests increased by $ 4,575 for the six months ended June 30, 2026 and $401 million for the year ended December 31, 2025. This includes $207 million and $413 million, respectively, in preferred dividends to Cox Enterprises on the convertible preferred units with a 6.875% annual dividend rate on the $6.0 billion liquidation preference.
Added in current filing · view on EDGAR →
Pro forma net income per share attributable to common stock:
Basic
$ 17.87
$ 10.19 ... Diluted
$ 17.59
$ 10.00
Pro forma diluted earnings per share for the six months ended June 30, 2026 was $17.59, compared to Charter's historical $19.81. For the year ended December 31, 2025, pro forma diluted EPS was $10.00, compared to Charter's historical $36.21. The decline reflects increased depreciation and amortization from fair value step-ups, higher interest expense, and the allocation of earnings to noncontrolling interests. The 12.6 million equivalent common units from the convertible preferred units were anti-dilutive for 2025.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 4, 2026 · How we verify