Charter Communications Enters Material Definitive Agreement

TL;DR

Charter just signed a big deal, more details to come.

AI Summary

Charter Communications, Inc. (CHTR) announced on May 14, 2024, that it entered into a material definitive agreement. The filing also indicates the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement. Specific details regarding the agreement, financial obligations, and the nature of the transaction are not fully disclosed in this initial 8-K filing.

Why It Matters

This filing signals a significant new agreement for Charter Communications, which could impact its financial obligations and future business operations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and financial obligations, but the lack of specific details introduces uncertainty.

Key Players & Entities

• CHARTER COMMUNICATIONS, INC. /MO/ (company) — Filer
• CCO HOLDINGS LLC (company) — Filer
• 20240514 (date) — Filing Date

FAQ

Key Financial Figures

• $1,500,000,000 — her with CCO, the "Issuers") issued (i) $1,500,000,000 aggregate principal amount of 6.100% Se

Filing Documents

• tm2414297d1_8k.htm (8-K) — 57KB
• tm2414297d1_ex4-2.htm (EX-4.2) — 402KB
• tm2414297d1_ex5-1.htm (EX-5.1) — 21KB
• tm2414297d1_ex99-1.htm (EX-99.1) — 203KB
• tm2414297d1_ex99-2.htm (EX-99.2) — 10KB
• tm2414297d1_8kimg001.jpg (GRAPHIC) — 13KB
• tm2414297d1_ex5-1img001.jpg (GRAPHIC) — 12KB
• tm2414297d1_ex5-1img002.jpg (GRAPHIC) — 5KB
• tm2414297d1_ex99-2img014.jpg (GRAPHIC) — 16KB
• 0001104659-24-061218.txt ( ) — 1128KB
• chtr-20240514.xsd (EX-101.SCH) — 3KB
• chtr-20240514_def.xml (EX-101.DEF) — 26KB
• chtr-20240514_lab.xml (EX-101.LAB) — 35KB
• chtr-20240514_pre.xml (EX-101.PRE) — 24KB
• tm2414297d1_8k_htm.xml (XML) — 7KB

01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. Issuance of 6.100% Senior Secured Notes due 2029 and 6.550% Senior Secured Notes due 2034 On May 14, 2024 (the "Closing Date"), Charter Communications Operating, LLC ("CCO") and Charter Communications Operating Capital Corp. (together with CCO, the "Issuers") issued (i) $1,500,000,000 aggregate principal amount of 6.100% Senior Secured Notes due 2029 (the "2029 Notes") and (ii) $1,500,000,000 aggregate principal amount of 6.550% Senior Secured Notes due 2034 (the "2034 Notes," and together with the 2029 Notes, the "Notes"). The offering and sale of the Notes were made pursuant to an automatic shelf registration statement on Form S-3 filed with the Securities and Exchange Commission on October 30, 2023 and a prospectus supplement dated May 9, 2024. In connection therewith, the Issuers entered into the below agreements. Secured Notes Indenture On the Closing Date, the Issuers, CCO Holdings, LLC (the "Parent Guarantor") and the Subsidiary Guarantors entered into a supplemental indenture with the Trustee and Collateral Agent in connection with the issuance of the Notes and the terms thereof (the "Twenty-Fifth Supplemental Indenture"). The Twenty-Fifth Supplemental Indenture supplements a base indenture entered into on July 23, 2015, by and among the Issuers, CCO Safari II, LLC, the Trustee and the Collateral Agent (the "Base Indenture" and, together with the Twenty-Fifth Supplemental Indenture, the "Indenture") providing for the issuance of senior secured notes of the Issuers generally. The Indenture provides, among other things, that interest is payable on the 2029 Notes on each June 1 and December 1, commencing December 1, 2024. Interest is payable on the 2034 Notes on each June 1 and December 1, commencing December 1, 2024. At any time and from time to time prior to May 1, 2029, the Issuers may redeem the outstanding 2029 Notes in whole or in part at a redemption price equal to 100% of the principal amou

03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION

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.

01 REGULATION FD DISCLOSURE

ITEM 7.01 REGULATION FD DISCLOSURE. On the Closing Date, the Issuers completed the issuance and sale of the Notes. The press release announcing the closing of the issuance and sale of the Notes is furnished herewith as Exhibit 99.2. The furnishing of the attached press release is not an admission as to the materiality of any information therein. The information contained in the press release is summary information that is intended to be considered in the context of more complete information included in the Company's filings with the U.S. Securities and Exchange Commission (the "SEC") and other public announcements that the Company has made and may make from time to time by press release or otherwise. The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.2 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01 and in the press release attached as Exhibit 99.2 to this Current Report shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

01. OTHER EVENTS

ITEM 8.01. OTHER EVENTS. On May 9, 2024, the Issuers, the Parent Guarantor and the guarantors party thereto entered into an underwriting agreement (the "Underwriting Agreement") with Barclays Capital Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule I thereto, with respect to the issuance and sale of the Notes. The Underwriting Agreement contains representations, warranties and covenants of the parties thereto, conditions to closing, indemnification obligations of the parties thereto and termination and other customary provisions. A copy of the Underwriting Agreement is filed herewith as Exhibit 99.1. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 99.1 hereto and is incorporated herein by reference. 3

01. FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. Exhibit Number Description 4.1* Indenture, dated as of July 23, 2015, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp. and CCO Safari II, LLC, as issuers, and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on July 27, 2015). 4.2 Twenty-Fifth Supplemental Indenture, dated as of May 14, 2024, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., as issuers, CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent. 4.3 Form of 6.100% Senior Secured Notes due 2029 (included in Exhibit 4.2 hereto). 4.4 Form of 6.550% Senior Secured Notes due 2034 (included in Exhibit 4.2 hereto). 5.1 Legal Opinion of Kirkland & Ellis LLP. 23.1 Consent of Kirkland & Ellis LLP (included in Exhibit 5.1 hereto). 99.1 Underwriting Agreement, dated as of May 9, 2024, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Holdings, LLC, as parent guarantor, the subsidiary guarantors party thereto and Barclays Capital Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule I thereto. 99.2 Press release dated May 14, 2024, announcing the closing of the sale of the 6.100% Senior Secured Notes due 2029 and 6.550% Senior Secured Notes due 2034. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. * Incorporated by reference and not filed herewith. 4

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each of Charter Communications, Inc. and CCO Holdings, LLC has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized. CHARTER COMMUNICATIONS, INC., Registrant By: /s/ Kevin D. Howard Name: Kevin D. Howard Title: Executive Vice President, Chief AccountingOfficer and Controller Date: May 14, 2024 CCO HOLDINGS, LLC, Registrant By: /s/ Kevin D. Howard Name: Kevin D. Howard Title: Executive Vice President, Chief AccountingOfficer and Controller Date: May 14, 2024 5 Co-Registrant CIK Co-Registrant Amendment Flag false Co-Registrant Form Type 8-K Co-Registrant DocumentPeriodEndDate 2024-05-14 Incorporate State Country Code Delaware Co-Registrant Written Communications false Co-Registrant Solicitating Materials false Co-Registrant PreCommencement Tender Offer false Co-Registrant PreCommencement Issuer Tender Offer false Co-Registrant AddressLine1 400 Washington Blvd. Co-Registrant City or Town Stamford Co-Registrant State Connecticut Co-Registrant Postal Zip code 06902 Co-Registrant City area code 203 Co-Registrant Local Phone number 905-7801 Co-Registrant Emerging Growth Company false

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