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Get filing alertsCharter closes $4.75B senior secured notes offering across four tranches
Filed August 18, 2026 · Period ending August 18, 2026 · ~1 min read
Key Changes
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Charter issued $4.75 billion in senior secured notes: $1.75B at 6.050% due 2032, $1B at 6.600% due 2034, $1B at 6.950% due 2036, and $1B at 7.850% due 2056. Notes are guaranteed by parent and subsidiaries, secured pari passu with credit agreement collateral.
Item 1.01 verify on EDGAR → -
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All tranches issued at slight discounts to par (99.839%–99.937%), with semi-annual interest payments beginning February 15, 2027. Early redemption permitted but requires make-whole premium until 3–30 years before maturity depending on series.
Item 1.01 verify on EDGAR → -
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Indenture restricts Charter's ability to grant additional liens, sell substantially all assets, or merge without meeting conditions. Standard default triggers include missed payments, covenant breaches, and bankruptcy events.
Item 1.01 verify on EDGAR →
Summary
Charter Communications closed a $4.75 billion senior secured notes offering on August 18, 2026, structured across four tranches with maturities ranging from 6 to 30 years. The offering carries interest rates from 6.050% to 7.850%, with longer-dated tranches commanding higher yields reflecting term premium.
All tranches were issued at modest discounts to par and are secured by the same collateral pool backing Charter's credit agreement, with guarantees from the parent company and operating subsidiaries. The issuance provides Charter with long-term capital at fixed rates, locking in financing across a range of maturities.
The senior secured structure and pari passu collateral position give noteholders strong creditor protections. Standard covenant restrictions limit Charter's ability to grant additional liens or undertake major asset sales or mergers without meeting specified conditions. The offering was executed under an existing shelf registration with three major investment banks as joint book-runners, indicating efficient market access and broad institutional distribution.
Section-by-Section Diff
Event · Item 2.03 — Creation of a Direct Financial Obligation
Item 2.03 also reports this as a direct financial obligation (body incorporates the primary Item by reference).
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ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. The information under the heading “Secured Notes Indenture” in Item 1.01 above is incorporated herein by reference.
The 8-K includes a labeled Item 2.03 section. Its body incorporates the primary Item (typically 1.01) by reference rather than restating terms — do not treat that thinness as 'Item 2.03 absent.' The company is signaling creation of a direct financial obligation alongside the agreement disclosure; keep Item 2.03 visible in the report.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The Indenture provides, among other things, that interest is payable on each series of the Notes on each February 15 and August 15, commencing February 15, 2027.
Interest on all four note series will be paid semi-annually on February 15 and August 15, beginning February 15, 2027. This establishes the regular cash outflow schedule for debt service on the $4.75 billion issuance.
Added in current filing · verify on EDGAR →
At any time and from time to time prior to January 15, 2032, the Issuers may redeem the outstanding 2032 Notes in whole or in part at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest on the principal amount being redeemed to, but not including, the redemption date, plus a make-whole premium. On or after January 15, 2032, the Issuers may redeem some or all of the outstanding 2032 Notes at a redemption price equal to 100% of the principal amount of the 2032 Notes to be redeemed, plus accrued and unpaid interest on the principal amount being redeemed to, but not including, the redemption date.
Charter can redeem the notes at any time, but early redemption before specified dates (ranging from 3 to 30 years before maturity depending on the series) requires paying a make-whole premium in addition to principal and accrued interest. After those dates, redemption is at par plus accrued interest. This gives Charter flexibility to refinance if rates fall, though at a cost if done early.
Added in current filing · verify on EDGAR →
The Notes are senior secured obligations of the Issuers. The Notes are guaranteed on a senior secured basis by the Parent Guarantor and all of the subsidiaries of the Issuers that guarantee the obligations of CCO under its credit agreement (collectively, the “Guarantors”). The Notes and the guarantees are secured by a pari passu, first priority security interest, subject to certain permitted liens, in the Issuers’ and the Guarantors’ assets that secure obligations under the credit agreement.
The notes rank as senior secured debt, guaranteed by Charter's parent and operating subsidiaries, and are secured by the same collateral pool that backs Charter's credit agreement on a pari passu (equal priority) basis. This provides noteholders with strong creditor protections through both guarantees and first-priority liens on Charter's assets.
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The terms of the Indenture, among other things, limit the ability of the Issuers to grant liens, sell all or substantially all of their assets or merge or consolidate with other entities. The Indenture provides for customary events of default which include (subject in certain cases to customary grace and cure periods), among others, nonpayment of principal or interest; breach of other covenants or agreements in the Indenture; failure of certain guarantees to be enforceable; cessation of a material portion of the collateral subject to liens or disaffirmation of obligations under the security documents establishing the security interest in the collateral securing the Notes; and certain events of bankruptcy or insolvency.
The indenture restricts Charter's ability to grant additional liens, sell substantially all assets, or merge without meeting specified conditions. Standard default triggers include missed payments, covenant breaches, guarantee failures, collateral issues, and bankruptcy events. If a default occurs, holders of 30% of a note series can accelerate repayment.
Event · Item 7.01 — Regulation FD Disclosure
Charter Communications closed the issuance and sale of notes, announced via press release.
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On the Closing Date, the Issuers completed the issuance and sale of the Notes.
Charter Communications completed the issuance and sale of notes. The filing does not disclose the principal amount, interest rate, maturity, or other terms of the notes. A press release announcing the closing is attached as Exhibit 99.1.
Event · Exhibit 99.1
Charter closed a $4.75 billion senior secured notes offering across four tranches with maturities from 2032 to 2056.
Added in current filing · view on EDGAR →
$4.75 billion in aggregate principal amount of notes consisting of the following securities: · $1.75 billion in aggregate principal amount of 6.050% Senior Secured Notes due 2032 (the “2032 Notes”). The 2032 Notes bear interest at a rate of 6.050% per annum and were issued at a price of 99.839% of the aggregate principal amount. · $1.0 billion in aggregate principal amount of 6.600% Senior Secured Notes due 2034 (the “2034 Notes”). The 2034 Notes bear interest at a rate of 6.600% per annum and were issued at a price of 99.896% of the aggregate principal amount. · $1.0 billion in aggregate principal amount of 6.950% Senior Secured Notes due 2036 (the “2036 Notes”). The 2036 Notes bear interest at a rate of 6.950% per annum and were issued at a price of 99.937% of the aggregate principal amount. · $1.0 billion in aggregate principal amount of 7.850% Senior Secured Notes due 2056 (the “2056 Notes” and, together with the 2032 Notes, the 2034 Notes and the 2036 Notes, the “Notes”). The 2056 Notes bear interest at a rate of 7.850% per annum and were issued at a price of 99.921% of the aggregate principal amount.
Charter's subsidiaries CCO and CCO Capital closed a $4.75 billion senior secured notes offering structured in four tranches with maturities ranging from 6 to 30 years. The notes carry interest rates from 6.050% to 7.850% per annum, with longer-dated tranches commanding higher yields. All tranches were issued at prices slightly below par (99.839% to 99.937%), indicating modest original issue discounts.
Added in current filing · view on EDGAR →
The Notes were issued pursuant to an effective automatic shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (the “SEC”). Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC were Joint Book-Running Managers for the senior secured notes offering.
The notes were issued under an existing shelf registration statement, allowing Charter to access capital markets efficiently. Three major investment banks served as joint book-running managers, indicating broad institutional distribution.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 19, 2026 · How we verify