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

Charter Communications, Inc. (NASDAQ: CHTR) today announced the consideration payable in connection with the previously announced tender offer by its subsidiaries, Charter Communications Operating, LLC and Charter Communications Operating Capital Corp. for the Company’s outstanding 4.908% senior secured notes due 2025. The table below sets forth the Total Early Offer Consideration for 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 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 Because the amount of Notes validly tendered and not validly withdrawn exceeds the Aggregate Maximum Amount, any such tendered Notes will be accepted on a pro rata basis as set forth in the Offer to Purchase, subject to a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.

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.