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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): August 18, 2025
Charter Communications, Inc.
CCO Holdings, LLC
CCO Holdings Capital Corp.
(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 |
333-112593-01 |
|
20-0257904 |
(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. ☐
Co-Registrant CIK |
0001271833 |
Co-Registrant Amendment Flag |
false |
Co-Registrant Form Type |
8-K |
Co-Registrant DocumentPeriodEndDate |
2025-08-18 |
Incorporate State Country Code |
Delaware |
Co-Registrant Written Communications |
true |
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 |
06901 |
Co-Registrant City area code |
203 |
Co-Registrant Local Phone number |
905-7801 |
Co-Registrant Emerging Growth Company |
false |
Co-Registrant CIK |
0001271834 |
Co-Registrant Amendment Flag |
false |
Co-Registrant Form Type |
8-K |
Co-Registrant DocumentPeriodEndDate |
2025-08-18 |
Incorporate State Country Code |
Delaware |
Co-Registrant Written Communications |
true |
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 |
06901 |
Co-Registrant City area code |
203 |
Co-Registrant Local Phone number |
905-7801 |
Co-Registrant Emerging Growth Company |
false |
ITEM 8.01. OTHER EVENTS.
On August 18, 2025,
Charter Communications Operating, LLC, a Delaware limited liability company (“CCO”), Charter Communications Operating
Capital Corp., a Delaware corporation, CCO Holdings, LLC, a Delaware limited liability company, and the other guarantors party
thereto entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., J.P.
Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule I thereto,
with respect to the issuance and sale of (i) an aggregate of $1,250,000,000 principal amount of 5.850% Senior Secured Notes due 2035
and (ii) an aggregate of $750,000,000 principal amount of 6.700% Senior Secured Notes due 2055. The Underwriting Agreement contains
representations, warranties and covenants of the parties thereto, conditions to closing, indemnification obligations of the parties
thereto and termination and other customary provisions.
A copy of the Underwriting
Agreement is filed herewith as Exhibit 99.1. The foregoing description of the Underwriting Agreement does not purport to be complete and
is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 99.1 hereto and is
incorporated herein by reference.
A copy of the Consent of Deloitte
& Touche LLP, originally filed under CCO Holdings, LLC’s Current Report on Form 8-K filed on August 18, 2025 (File/Film No.
001-37789 251226497), is refiled as Exhibit 23.1 hereto.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit
Number |
|
Description |
23.1 |
|
Consent of Deloitte & Touche LLP. |
99.1 |
|
Underwriting Agreement, dated as of August 18, 2025, among Charter
Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Holdings, LLC, as parent guarantor, the subsidiary
guarantors party thereto and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives
of the several underwriters named in Schedule I thereto. |
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., CCO Holdings, LLC and CCO Holdings Capital Corp.
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: August 20, 2025
CCO HOLDINGS, LLC, |
|
Registrant |
|
|
|
By: |
/s/ Kevin D. Howard |
|
Name: |
Kevin D. Howard |
|
Title: |
Executive Vice President, Chief Accounting Officer
and Controller |
|
Date: August 20, 2025
CCO HOLDINGS CAPITAL CORP. |
|
Registrant |
|
|
|
By: |
/s/ Kevin
D. Howard |
|
Name: |
Kevin D. Howard |
|
Title: |
Executive Vice President, Chief Accounting
Officer and Controller |
|
|
|
|
Date: August 20, 2025