STAMFORD, Conn., May 9, 2024
/PRNewswire/ -- Charter Communications, Inc. (NASDAQ: CHTR) (along
with its subsidiaries, "Charter") today announced that its
subsidiaries, Charter Communications Operating, LLC and Charter
Communications Operating Capital Corp. (collectively, the
"Company") have commenced an offer (the "Tender Offer") to purchase
for cash the Company's outstanding 4.908% senior secured notes due
2025 (the "Notes"), represented by CUSIP number 161175 AY0 / 161175
AT1 / U16109 AM9, for a combined aggregate purchase price of up to
$1.7 billion (excluding accrued and
unpaid interest up to, but not including, either the Early
Settlement Date or Final Settlement Date, as applicable (the
"Settlement Date") and excluding fees and expenses related to the
Tender Offer) (the "Maximum Notes Purchase Price").
The terms and conditions of the Tender Offer are described in an
Offer to Purchase dated May 9, 2024
(the "Offer to Purchase"). Subject to the Maximum Notes Purchase
Price, all Notes validly tendered and not validly withdrawn at or
before Early Tender Time will have a higher acceptance priority
level and will be accepted before any Notes validly tendered after
the Early Tender Time. Capitalized terms used in this press release
and not defined herein have the meanings given to them in the Offer
to Purchase.
The Tender Offer will expire at 5:00
p.m., New York City time,
on June 7, 2024, unless extended or
earlier terminated as described in the Offer to Purchase (such time
and date, as the same may be extended, the "Expiration Time").
Notes tendered at or prior to 5:00
p.m., New York City time,
on May 22, 2024 (such date and time,
as the same may be extended, the "Withdrawal Deadline") may be
validly withdrawn at any time at or prior to the Withdrawal
Deadline, but not thereafter.
Certain information regarding the Notes and the Tender Offer is
set forth in the table below:
Title of Security
|
CUSIP No.
|
Principal
Amount
Outstanding
|
Reference U.S.
Treasury
Security
|
Bloomberg
Reference Page
|
Fixed Spread
(basis points)
|
Early Tender
Premium Per
$1,000 Principal
Amount of
Notes(1)(2)
|
4.908% Senior
Secured Notes
due 2025
|
Registered:
CUSIP No.
161175 AY0
161175 AT1
U16109 AM9
|
$4,500,000,000
|
4.750% U.S.
Treasury due
July 31, 2025
|
FIT 4
|
+30 bps
|
$30.00
|
(1)
|
The Total Offer
Consideration (as defined below) for the Notes validly tendered
prior to or at the applicable Early Tender Time and accepted for
purchase is calculated using the Fixed Spread and is inclusive of
the applicable Early Tender Premium (as defined below).
|
(2)
|
Per $1,000 principal
amount of Notes validly tendered and not validly withdrawn at or
prior to the Early Tender Time and accepted for
purchase.
|
The "Total Offer Consideration" per $1,000 principal amount of Notes validly tendered
and accepted for purchase pursuant to the Tender Offer will be
determined in the manner described in the Offer to Purchase by
reference to the applicable fixed spread (the "Fixed Spread")
specified for the Notes in the table above over the yield to
maturity (the "Reference Yield") based on the bid side price of the
U.S. Treasury Security (the "Reference U.S. Treasury Security")
specified in the table above, as calculated by Morgan Stanley &
Co. LLC (the "Dealer Manager") at 10:00
a.m., New York City time,
on May 23, 2024 (subject to
certain exceptions set forth in the Offer to Purchase, such time
and date, as the same may be extended, the "Price Determination
Date"). The Total Offer Consideration will include the Early
Tender Premium. The "Base Offer Consideration" will equal the
Total Offer Consideration minus the Early Tender
Premium. Holders of Notes validly tendered at or prior to the
5:00 p.m., New York City time, on May 22, 2024 (the "Early Tender Time") (and not
validly withdrawn at or prior to the Withdrawal Deadline) and
accepted for purchase will receive the Total Offer Consideration,
which includes the Early Tender Premium. The "Purchase Price"
is the Total Offer Consideration or the Base Offer Consideration,
as applicable. Holders of Notes validly tendered following
the Early Tender Deadline, but on or prior to the Expiration Time,
and accepted for purchase, will receive the Base Offer
Consideration to the extent that the aggregate principal amount of
Notes purchased on the Early Settlement Date (as defined below)
does not exceed the Maximum Notes Purchase Price. Only
Holders that validly tender their Notes at or prior to the Early
Tender Time and do not validly withdraw their Notes at or prior to
the Withdrawal Deadline will be eligible to receive the Early
Tender Premium. Only Holders that validly tender their
Notes (and do not validly withdraw their Notes) at or prior to the
Expiration Time will be eligible to receive the Base Offer
Consideration. If a Holder validly tenders its Notes and the
Company accepts such Notes for payment, the Company will also pay
to such Holder all accrued and unpaid interest on such Notes up to,
but not including, the applicable Settlement Date (the "Accrued
Interest").
The Total Offer Consideration plus Accrued Interest for Notes
that are validly tendered and not validly withdrawn on or before
the Early Tender Time and accepted for purchase will be paid by the
Company in same day funds promptly following the Early Tender Time
(the "Early Settlement Date"). The Company expects that the Early
Settlement Date will be as early as May 24,
2024. The Base Offer Consideration plus Accrued Interest for
Notes that are validly tendered after the Early Tender Time and on
or before the Expiration Time and accepted for purchase will be
paid by the Company promptly following the Expiration Time. The
Company expects that the Final Settlement Date will be June 11, 2024, assuming the aggregate principal
amount of Notes purchased on the Early Settlement Date does not
exceed the Maximum Notes Purchase Price. No tenders will be valid
if submitted after the Expiration Time. If the Company purchases
the Maximum Notes Purchase Price of Notes on the Early Settlement
Date, holders who validly tender Notes after the Early Tender Time
but on or before the Expiration Time will not have any of their
Notes accepted for purchase. Holders of Notes subject to the Tender
Offer who validly tender their Notes on or before the Early Tender
Time may not withdraw their Notes after the Withdrawal Deadline,
except in the limited circumstances described in the Offer to
Purchase. Holders of Notes subject to the Tender Offer who validly
tender their Notes after the Withdrawal Deadline but on or before
the Expiration Time may not withdraw their Notes except in the
limited circumstances described in the Offer to Purchase.
The Tender Offer is subject to, and conditioned upon, the
satisfaction or waiver of certain conditions described in the Offer
to Purchase, including the completion by the Company of a
previously announced offering of senior secured notes (the
"Offering"). The Tender Offer is not conditioned upon any minimum
amount of Notes being tendered, and the Tender Offer may be
amended, extended or terminated.
The complete terms and conditions of the Tender Offer are set
forth in the Offer to Purchase, which is being sent to holders of
the Notes. Holders are urged to read the Offer to Purchase
carefully before making any decision with respect to the Tender
Offer. Holders of the Notes must make their own decisions as to
whether to tender their Notes, and if they decide to do so, the
principal amount of the Notes to tender.
Requests for copies of the Offer to Purchase should be directed
to Global Bondholder Services Corporation 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.
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).
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
dated May 9, 2024. 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.