Charter Launches $3.5 Billion Notes Exchange, Adds Cox Disclosure
Charter Communications offered to swap up to $3.5 billion of legacy CCO and TWC notes for new secured debt, a filing that also folded in audited financials for Cox Communications.
Charter Communications (CHTR) opened a private exchange offer on up to $3.5 billion of debt, asking holders of seven series of legacy CCO and Time Warner Cable notes to swap into new secured notes due 2038 and 2041, each capped at $1.75 billion. The filing carried no revenue, EBITDA, subscriber, or margin figures, a departure from the operating detail Charter has disclosed in each of its last three quarterly releases.
The exchange offer arrived alongside a disclosure that had not appeared in any prior Charter filing: audited full-year 2025, 2024, and 2023 financial statements for Cox Communications, Inc., a subsidiary of Cox Enterprises, filed as an exhibit with an independent auditor's opinion. Charter did not characterize the purpose of including a third party's audited financials in a debt exchange document, but the pairing points to financing or transaction-related work involving Cox that has not been formally announced.
The debt swap follows two quarters in which Charter's core numbers softened at the margin level even as revenue erosion moderated. Revenue fell 2.3% year over year in the fourth quarter of 2025 to $13.6 billion and fell a smaller 1.0% in the first quarter of 2026, also to about $13.6 billion, indicating the pace of top-line contraction eased. Adjusted EBITDA moved the other way: it declined 1.2% in the fourth quarter to $5.7 billion, then declined 2.2% in the first quarter to $5.6 billion, or 1.8% excluding transition expenses, a steeper erosion than the prior period.
Broadband remained the company's persistent drag. Charter lost 119,000 internet customers in the fourth quarter, ending at 29.7 million, and lost another 120,000 in the first quarter of 2026 to close at 29.6 million, two consecutive quarters of comparable attrition. Mobile stayed a growth line but slowed: net additions fell from 428,000 lines in the fourth quarter to 368,000 in the first quarter, a roughly 14% deceleration even as the mobile base kept expanding at a double-digit annual clip to about 12.1 million lines. Charter revised certain reporting policies related to mobile lines in the fourth-quarter release, a methodology change relevant to reading the subsequent quarter's growth figures.
Cash generation showed a similar split between annual improvement and quarterly pressure. Full-year 2025 free cash flow rose to $5.0 billion from $4.3 billion in 2024, helped by lower cash taxes and interest expense, but first-quarter 2026 free cash flow fell to $1.4 billion from $1.6 billion a year earlier as higher capital expenditures outpaced an increase in operating cash flow.
Charter kept buying back stock at a steady pace through the transition. Full-year 2025 repurchases totaled $5.4 billion across 17.1 million shares, and the company repurchased $963 million, or 4.3 million shares, in the first quarter of 2026 alone, consistent with a run rate of roughly $1 billion a quarter.
The company also moved to fill a new operating post during the period, announcing on February 25, 2026 the hire of Nick Jeffery, the former Frontier Communications chief executive, as chief operating officer overseeing marketing and sales, field operations, and customer operations, effective September 1, 2026. The hire places new leadership over the customer-facing functions most tied to the broadband subscriber losses reported in the same period.