SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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ITEM 7.01 REGULATION FD DISCLOSURE.
On May 9, 2024, Charter Communications, Inc. (the “Company”) announced that its subsidiaries, Charter Communications Operating, LLC (“CCO”) and Charter Communications Operating Capital Corp. (together with CCO, the “Issuers”) commenced an offer to purchase for cash (the “Tender Offer”) the Issuers’ outstanding 4.908% senior secured notes due 2025 (the “Notes”) for a combined aggregate purchase price of up to $1.7 billion (excluding accrued and unpaid interest up to, but not including, the applicable date the Issuers initially make payment for such Notes (“Accrued Interest”) and excluding fees and expenses related to the Tender Offer). The complete terms and conditions of the Tender Offer are set forth in an offer to purchase dated the date hereof (the “Offer to Purchase”) that will be sent to registered holders of the Notes and be posted online at www.gbsc-usa.com/Charter. The Tender Offer will expire at 5:00 PM New York City time, on June 7, 2024, unless extended or earlier terminated (the “Expiration Time”). The purchase of the Notes pursuant to the Tender Offer is conditioned upon the consummation of the Issuers’ offering of senior secured notes (the “Offering”), which commenced on the date hereof.
Holders of Notes validly tendered and accepted for purchase will receive the applicable Purchase Price (as defined in the Offer to Purchase) plus Accrued Interest for such Notes, as determined in the manner described in the Offer to Purchase.
The information contained in this Current Report on Form 8-K shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Further, such information shall not be deemed incorporated by reference into any reports or filings with the Securities Exchange Commission, whether made before or after the date hereof, except as expressly set forth by specific reference in such report or filing.
A press release announcing the Tender Offer is attached hereto as Exhibit 99.1 and incorporated by reference herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
| Exhibit Number |
Description | |
| 99.1 | Press release, dated May 9, 2024. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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 Accounting Officer and Controller | |
| Date: May 9, 2024 | ||
| CCO HOLDINGS, LLC, | ||
| Registrant | ||
| By: | /s/ Kevin D. Howard | |
| Name: | Kevin D. Howard | |
| Title: | Executive Vice President, Chief Accounting Officer and Controller | |
| Date: May 9, 2024 | ||