Charter launches $1.75bn capped note exchange

On July 23, 2026, Charter Communications’ wholly owned subsidiaries, Charter Communications Operating, LLC and Charter Communications Operating Capital Corp., together with Time Warner Cable, LLC, commenced a private Pool 1 exchange offer. The transaction targets seven series of existing notes and proposes to exchange them for a combination of cash and new senior secured notes due 2038 to be issued by the Charter Communications Operating entities with registration rights. The offer is described in an offering memorandum dated July 23, 2026 and is limited to holders reasonably believed to be qualified institutional buyers.

The Pool 1 exchange is structured so that the total principal amount of new 2038 notes issued will not exceed $1,750,000,000, referred to as the New 2038 Notes Cap. The company retains the right, in its sole discretion, to increase this cap. Within that framework, acceptance of each series of existing notes is based on an order of acceptance priority and other parameters specified in the offering memorandum.

The Pool 1 Offer covers seven series of notes with significant aggregate principal amounts outstanding. These include $1,236,000,000 of 3.500% notes due 2042 issued by Charter Communications Operating and $1,479,000,000 of 3.500% notes due 2041, also issued by that entity. The offer also includes $1,250,000,000 of 4.500% senior debentures due 2042 issued by Time Warner Cable, LLC, and $2,265,000,000 of 5.375% notes due 2047 issued by Charter Communications Operating.

In addition, the pool comprises three shorter-dated series: $1,000,000,000 of 2.300% notes due 2032, $1,590,000,000 of 2.800% notes due 2031, and $1,250,000,000 of 2.250% notes due 2029, all issued by Charter Communications Operating. Together, these amounts illustrate the large scale of debt potentially addressed through the Pool 1 exchange.

Eligible holders whose notes are validly tendered at or before the early tender deadline and accepted will receive Total Exchange Consideration consisting of cash and new notes. For each $1,000 principal amount of Pool 1 Notes accepted, the Early Exchange Premium is $50.00 across all series. The cash component varies by series, with listed amounts of $95 for the 3.500% 2042 notes, $130 for the 3.500% 2041 notes, $305 for the 4.500% 2042 Time Warner Cable debentures, and $120 for the 5.375% 2047 notes.

For the 2.300% 2032, 2.800% 2031, and 2.250% 2029 series, the cash component is $0, so the Total Exchange Consideration for those series will be entirely in the form of new notes plus the embedded $50 early exchange premium. The mix of cash and new 2038 notes for each series is defined so that the principal amount of new notes equals the Total Exchange Consideration minus the applicable cash component.

The offer includes additional structuring features and conditions. The 4.500% senior debentures due 2042 issued by Time Warner Cable, LLC are subject to a sub-cap of $450,000,000 under the Pool 1 Offer and hold Acceptance Priority Level 3 within the exchange. More broadly, acceptance of each series of Pool 1 Notes is influenced by the specified acceptance priority and the need to remain within the overall $1.75 billion cap on new 2038 notes, unless that cap is increased.

The exchange offers are also subject to several conditions. For each series of new notes, at least $500,000,000 aggregate principal amount must be issuable on the Early Settlement Date. The offers are further conditioned on certain accounting determinations under ASC 470-50 and on U.S. federal income tax determinations described in the offering memorandum. These conditions provide thresholds and technical requirements that must be satisfied for the exchanges to proceed as planned.

The offering memorandum is dated July 23, 2026, anchoring the launch of the Pool 1 Offer. The Early Settlement Date for the exchange offers is currently expected to occur on August 12, 2026, which is the fifth business day after the early tender date referenced in the memorandum. A Final Settlement Date is currently expected to occur on August 24, 2026, providing a second window for completion of accepted exchanges.

These expected settlement dates are subject to the satisfaction or waiver of the offer conditions. Within this timetable, holders who tender by the early deadline and have their notes accepted are eligible for the Total Exchange Consideration, including the early exchange premium. The overall structure and schedule outline a defined process for Charter and Time Warner Cable noteholders to exchange existing obligations for a new secured 2038 issuance.