Charter Announces Pricing for Tender Offer for 4.908% Senior Secured Notes due 2025

Rhea-AI Summary

On May 23, 2024, Charter Communications (NASDAQ: CHTR) announced the pricing for its tender offer for 4.908% Senior Secured Notes due 2025. The offer involves the purchase of up to $2.7 billion in aggregate principal amount of these notes. The Total Early Offer Consideration for notes validly tendered and accepted before 5:00 p.m. on May 22, 2024, is $993.94 per $1,000 principal amount. This offer was fully subscribed at the Early Tender Time, and the settlement date for these notes is May 24, 2024. Morgan Stanley & Co. is managing the tender offer, with Global Bondholder Services serving as the information and tender agent.

Positive

• Charter set the Total Early Offer Consideration at $993.94 per $1,000 principal amount.
• The tender offer is fully subscribed at the Early Tender Time, showing strong investor interest.
• The settlement date is as soon as May 24, 2024, providing prompt resolution.

Negative

• The tender offer only applies to a maximum of $2.7 billion aggregate principal amount, potentially limiting full participation.
• Notes tendered after the Early Tender Time will not be accepted, which might leave some investors disappointed.
• A proration factor of approximately 0.76954540 will apply, meaning not all tendered notes will be accepted.

Insights

Financial Analyst

Charter Communications recently announced the terms of its tender offer for its 4.908% Senior Secured Notes due 2025. The tender offer is notable for investors for several reasons. Firstly, the offer to repurchase up to $2.7 billion in notes reflects an attempt to manage debt maturity efficiently, which is a common financial strategy to improve balance sheets and manage interest expenses.

From a financial standpoint, the total early offer consideration of $993.94 per $1,000 principal amount, reflects a modest premium. The fact that the offer was fully subscribed by the early tender time indicates strong interest among bondholders to liquidate their holdings at favorable terms.

Another significant aspect is the fixed spread of 30 basis points above the reference 4.750% U.S. Treasury security, translating to a tender offer yield of 5.446%. This yield consideration is important for bondholders weighing whether to tender, as it offers clarity on the expected return versus holding the notes until maturity.

Accrued interest payments up to the early settlement date further sweeten the deal for investors, guaranteeing them interest earnings right up to the purchase. Overall, while short-term impacts might include a reduction in outstanding debt, for long-term stakeholders, this move could signal a positive outlook on Charter's financial health and future debt management strategies.

Investors should keep an eye on how this impacts Charter's overall debt levels and interest expenses in upcoming quarters as it could influence stock performance.

STAMFORD, Conn., May 23, 2024 /PRNewswire/ -- Charter Communications, Inc. (NASDAQ: CHTR) (along with its subsidiaries, "Charter") today announced the consideration payable in connection with the previously announced 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 table below sets forth the Total Early Offer Consideration (as defined below) for the Notes.

Title of Security	CUSIP No.	Reference U.S. Treasury Security	Bloomberg Reference Page	Reference Yield	Fixed Spread (basis points)	Tender Offer Yield	Total Early Offer Consideration(1)(2)
4.908% Senior Secured Notes due 2025	Registered: CUSIP No. 161175 AY0 161175 AT1 U16109 AM9	4.750% U.S. Treasury due July 31, 2025	FIT 4	5.146 %	+30 bps	5.446 %	$993.94

(1)	The Total Offer Consideration for the Notes validly tendered prior to or at the applicable Early Tender Time and accepted for purchase is calculated using the Fixed Spread.
(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 Tender Offer is being made pursuant to the terms and conditions set forth in the offer to purchase, dated May 9, 2024, as amended by the Company's press release dated May 9, 2024 (as amended and supplemented, the "Offer to Purchase"). The Tender Offer comprises the Company's offer to purchase for cash 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 Company refers investors to the Offer to Purchase for the complete terms and conditions of the Tender Offer.

The "Total Early Offer Consideration" listed in the table above per $1,000 principal amount of the Notes was determined at 10:00 a.m., New York City time, on May 23, 2024. Only holders of Notes who validly tendered and did not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on May 22, 2024 (the "Early Tender Time") are eligible to receive the Total Early Offer Consideration for Notes accepted for purchase. As previously announced, 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 (the "Early Settlement Date"). Holders will also receive accrued and unpaid interest on Notes validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the Early Settlement Date ("Accrued Interest"). Because the amount of Notes validly tendered and not validly withdrawn 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, subject to a proration factor of approximately 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.

FAQ

When is the settlement date for Charter's tender offer for 4.908% Senior Secured Notes?

The settlement date is May 24, 2024.

What is the Total Early Offer Consideration for Charter's 4.908% Senior Secured Notes?

The Total Early Offer Consideration is $993.94 per $1,000 principal amount.

What is the aggregate principal amount Charter is targeting in the tender offer for 4.908% Senior Secured Notes?

Charter is targeting up to $2.7 billion in aggregate principal amount.

What is the proration factor for Charter's tender offer?

The proration factor is approximately 0.76954540.

Will Charter accept 4.908% Senior Secured Notes tendered after the Early Tender Time?

No, Charter does not expect to accept any notes tendered after the Early Tender Time.