STAMFORD, Conn., May 22, 2024
/PRNewswire/ -- Charter Communications, Inc. (NASDAQ: CHTR)
(along with its subsidiaries, "Charter") today announced the early
tender results for the previously announced cash tender offer (the
"Tender Offer") by its subsidiaries, Charter Communications
Operating, LLC and Charter Communications Operating Capital Corp.
(collectively, the "Company") for the Company's outstanding 4.908%
senior secured notes due 2025 (the "Notes"). The Tender Offer is
being made pursuant to the terms and conditions set forth in the
offer to purchase, dated May 9, 2024
(as amended and supplemented, the "Offer to Purchase"). Charter
further announced that it has increased the maximum amount of the
Notes it will repurchase in the Tender Offer from (x) a combined
aggregate purchase price of up to $2.5
billion (excluding accrued and unpaid interest up to, but
not including, the applicable settlement date and excluding fees
and expenses related to the Tender Offer) to (y) up to $2.7 billion combined aggregate principal amount
of the Notes (which excludes, for the avoidance of doubt, accrued
and unpaid interest up to, but not including, the applicable
settlement date and excludes premiums, fees and expenses related to
the Tender Offer) (the "Aggregate Maximum Amount"). The Tender
Offer now comprises the Company's offer to purchase for cash up to
the Aggregate Maximum Amount of the Notes. The Company refers
investors to the Offer to Purchase for the complete terms and
conditions of the Tender Offer.
As of the previously announced early tender time of 5:00 p.m., New York
City time, on May 22, 2024
(the "Early Tender Time"), according to information provided by
Global Bondholder Services Corporation, the information agent and
tender agent for the Tender Offer, the aggregate principal amount
of $3,510,975,000 of Notes had been
validly tendered and not withdrawn in the Tender Offer,
representing 78.02% of the outstanding Notes. Withdrawal rights
expired at 5:00 p.m., New York City time, on May 22, 2024. Notes previously tendered and not
withdrawn prior to the Withdrawal Deadline may no longer be
withdrawn, except as required by law. The Company has elected to
exercise its right to make payment for the Notes that were validly
tendered prior to or at the Early Tender Time and that are accepted
for purchase on May 24, 2024.
Because the aggregate principal amount of the Notes tendered and
not validly withdrawn prior to or at the Early Tender Time exceeds
the Aggregate Maximum Amount, any such tendered Notes will be
accepted on a pro rata basis as set forth in the Offer to Purchase.
The Company has been informed by Global Bondholder Services
Corporation that the proration factor for the Tender Offer is
0.76954540. As described further in the Offer to Purchase, any
Notes tendered and not accepted for purchase will be promptly
credited to the tendering holder's account. Since the Tender Offer
for the Notes is fully subscribed at the Early Tender Time, the
Company does not expect to accept for purchase any Notes tendered
after the Early Tender Time on a subsequent settlement date.
Morgan Stanley & Co. LLC is serving as the Dealer Manager
for the Tender Offer. Questions regarding the Tender Offer may be
directed to Morgan Stanley & Co. LLC, Liability Management
Group at (800) 624-1808 (toll free) or (212) 761-1057 (collect).
Global Bondholder Services Corporation is the information agent and
tender agent for the Tender Offer and can be contacts at
(toll-free) (855) 654-2015, (for banks and brokers) (212) 430-3774
or by email to contact@gbsc-usa.com. Questions regarding the
tendering of Notes may be directed to Global Bondholder Services
Corporation by facsimile to (for Eligible Institutions only) (212)
430-3775/3779.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell the Notes. The Tender Offer is
made only by the Offer to Purchase and the information in this
press release is qualified by reference to the Offer to Purchase.
Neither Charter, the Company or its affiliates, their respective
boards of directors, the Dealer Manager, the Information Agent and
Tender Agent or the trustees with respect to any Notes is making
any recommendation as to whether holders should tender any Notes in
response to the Tender Offer, and no one has been authorized to
make any such recommendation. Holders must make their own decision
as to whether to tender any of their Notes, and, if so, the
principal amount of Notes to tender.
This press release shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities.
About Charter
Charter Communications, Inc. (NASDAQ:CHTR) is a leading
broadband connectivity company and cable operator serving more than
32 million customers in 41 states through its Spectrum brand. Over
an advanced communications network, the Company offers a full range
of state-of-the-art residential and business services including
Spectrum Internet®, TV, Mobile and Voice.
For small and medium-sized companies, Spectrum
Business® delivers the same suite of broadband products
and services coupled with special features and applications to
enhance productivity, while for larger businesses and government
entities, Spectrum Enterprise® provides highly
customized, fiber-based solutions. Spectrum Reach®
delivers tailored advertising and production for the modern media
landscape. The Company also distributes award-winning news coverage
and sports programming to its customers through Spectrum Networks.
More information about Charter can be found at
corporate.charter.com.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This communication includes forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, regarding, among other things, the potential
offering. Although we believe that our plans, intentions and
expectations as reflected in or suggested by these forward-looking
statements are reasonable, we cannot assure you that we will
achieve or realize these plans, intentions or expectations.
Forward-looking statements are inherently subject to risks,
uncertainties and assumptions including, without limitation, the
factors described under "Risk Factors" from time to time in our
filings with the SEC. Many of the forward-looking statements
contained in this communication may be identified by the use of
forward-looking words such as "believe," "expect," "anticipate,"
"should," "planned," "will," "may," "intend," "estimated," "aim,"
"on track," "target," "opportunity," "tentative," "positioning,"
"designed," "create," "predict," "project," "initiatives," "seek,"
"would," "could," "continue," "ongoing," "upside," "increases,"
"grow," "focused on" and "potential," among others.
All forward-looking statements attributable to us or any person
acting on our behalf are expressly qualified in their entirety by
this cautionary statement. We are under no duty or obligation
to update any of the forward-looking statements after the date of
this communication.
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SOURCE Charter Communications, Inc.