false 0001091667 0001271833 false 8-K 2024-05-09 Delaware false false false false 400 Washington Blvd. Stamford Connecticut 06902 203 905-7801 false 0001091667 2024-05-09 2024-05-09 0001091667 chtr:CCOHoldingsLLCMember 2024-05-09 2024-05-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 9, 2024

 

 

 

Charter Communications, Inc.

CCO Holdings, LLC

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation or organization)

 

001-33664   84-1496755
001-37789   86-1067239

(Commission File Number)

 

(I.R.S. Employer Identification Number)

     

400 Washington Blvd.

Stamford, Connecticut 06902

(Address of principal executive offices, including zip code)

 

(203) 905-7801 

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A Common Stock, $.001 Par Value   CHTR   NASDAQ Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

ITEM 7.01 REGULATION FD

 

On May 9, 2024, Charter Communications, Inc. (the “Company”) issued a press release titled “Charter Announces Amended Tender Offer for Debt Securities.” The press release is attached hereto as Exhibit 99.1 and is incorporated to this Item 7.01 by reference.

 

The information contained in this Item 7.01 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.

 

ITEM 8.01 OTHER EVENTS

 

On May 9, 2024, the Company announced that its subsidiaries, Charter Communications Operating, LLC and Charter Communications Operating Capital Corp. (collectively, the “Issuers”) are amending their previously announced offer to purchase for cash (the “Tender Offer”) the Issuers’ 4.908% senior secured notes due 2025 (the “Notes”) to increase the maximum amount of the Notes it will repurchase in the Tender Offer from up to $1.7 billion to up to $2.5 billion.

 

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  

 

 

Co-Registrant CIK 0001271833
Co-Registrant Amendment Flag false
Co-Registrant Form Type 8-K
Co-Registrant DocumentPeriodEndDate 2024-05-09
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