Charter Announces Tender Offer for Debt Securities
Charter Communications, Inc. announced a Tender Offer to purchase its outstanding 4.908% senior secured notes due 2025 for up to $1.7 billion. The offer expires on June 7, 2024, with a higher priority for early tenders. The Total Offer Consideration and Purchase Price details are provided in the press release.
- None.
- None.
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 Subject to the Maximum Notes Purchase Price, all Notes validly tendered and not validly withdrawn at or before Early Tender Time will have a higher acceptance priority level and will be accepted before any Notes validly tendered after the Early Tender Time.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.,
Certain information regarding the Notes and the Tender Offer is set forth in the table below:
Title of Security | CUSIP No. | Principal | Reference | Bloomberg | Fixed Spread | Early Tender Premium Per |
| Registered:
161175 AT1
U16109 AM9 |
| FIT 4 | +30 bps |
(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 |
The "Total Offer Consideration" per
The Total Offer Consideration plus Accrued Interest for Notes that are validly tendered and not validly withdrawn on or before the Early Tender Time and accepted for purchase will be paid by the Company in same day funds promptly following the Early Tender Time (the "Early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.
View original content to download multimedia:https://www.prnewswire.com/news-releases/charter-announces-tender-offer-for-debt-securities-302141218.html
SOURCE Charter Communications, Inc.
FAQ
What is Charter Communications, Inc. announcing?
When does the Tender Offer expire?
What is the Total Offer Consideration based on?
Who is the Dealer Manager for the Tender Offer?