Charter Communications Inc. filed SEC Form 8-K: Other Events

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): July 21, 2025

Charter Communications, Inc.

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation or organization)

400 Washington Blvd.

(Address of principal executive offices, including zip code)

(Registrant’s telephone number, including area code)

(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:

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. ☐

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ITEM 8.01.

OTHER EVENTS.

As previously disclosed, on May 16, 2025, Charter Communications, Inc., a Delaware corporation (“Charter”), entered into a Transaction Agreement (the “Transaction Agreement”) by and among Charter, Charter Communications Holdings, LLC, a Delaware limited liability company and subsidiary of Charter (“Charter Holdings”), and Cox Enterprises, Inc., a Delaware corporation (“Cox Enterprises”), pursuant to which (i) Cox Enterprises will sell and transfer to Charter 100% of the equity interests of certain subsidiaries of Cox Communications, Inc., a wholly owned subsidiary of Cox Enterprises (“Cox Communications”), that conduct Cox Communications’ commercial fiber and managed IT and cloud services businesses, (ii) Cox Enterprises will contribute the equity interests of Cox Communications (after its conversion into a limited liability company pursuant to a pre-closing restructuring) and certain other assets (other than certain excluded assets) primarily related to Cox Communications’ residential cable business to Charter Holdings and (iii) Cox Enterprises will pay $1.00 to Charter (the transactions described in clauses (i)-(iii), collectively, the “Transactions”).

In connection with the Transactions, Charter filed a definitive proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) on July 2, 2025 (the “Definitive Proxy Statement”), which Charter first mailed to its stockholders on or about July 2, 2025.

Following the announcement of the Transaction Agreement and as of the date of this Current Report on Form 8-K, purported stockholders of Charter filed the following lawsuits against Charter and the individual members of the Charter board of directors: Stevens v. Charter Communications, Inc., et al., Case No. 654114/2025 (N.Y. Sup. Ct. Jul. 10, 2025), Miller v. Charter Communications, Inc., et al., Case No. 654173/2025 (N.Y. Sup. Ct. Jul. 11, 2025) and Siegel v. Conn et al., Case No. FBT-CV-25-6148577-S (Conn. Super. Ct. Jul. 10, 2025) (collectively, the “Complaints”).  Additionally, beginning on July 11, 2025, Charter received demand letters from counsel representing other individual purported stockholders of Charter (collectively, the “Demands” and, together with the Complaints, the “Matters”).  The Matters allege, among other things, that the defendants omitted material information from the Definitive Proxy Statement and/or committed negligence and negligent misrepresentation and concealment under state common law.

The outcome of the matters described above cannot be predicted with certainty. Charter believes that the claims asserted in the Matters are without merit and supplemental disclosures are not required or necessary under applicable laws. However, in order to avoid the risk that the Matters delay or otherwise adversely affect the Transactions, and to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, Charter is supplementing the Definitive Proxy Statement as described in this Current Report on Form 8-K.  Charter and the other named defendants deny that they have violated any laws.  Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein or in the Definitive Proxy Statement. To the contrary, Charter and the other named defendants specifically deny all allegations in the Matters and that any additional disclosure was or is required in the Definitive Proxy Statement. If additional, similar demands or complaints are received by or filed against the Charter, absent new or different allegations that are material, Charter will not necessarily announce such occurrences.

Supplemental Disclosures to the Definitive Proxy Statement

The supplemental information contained in this Current Report on Form 8-K supplements the disclosures contained in the Definitive Proxy Statement and should be read in conjunction with the Definitive Proxy Statement, which should be read in its entirety. Defined terms used but not defined below have the meanings set forth in the Definitive Proxy Statement. All page references in the information below are to pages in the Definitive Proxy Statement. Paragraph references used herein refer to the Definitive Proxy Statement before any additions or deletions resulting from the supplemental disclosures. For clarity, new text within restated paragraphs from the Definitive Proxy Statement is highlighted with bold, underlined text.

The section of the Definitive Proxy Statement entitled “The Transactions—Opinion of Charter’s Financial Advisors—Opinion of Citi Rendered in Connection with the Transactions” starting on page 60 is hereby supplemented as follows:

The second paragraph and the accompanying table on page 64 is amended and restated as follows:

The second paragraph and the accompanying table on page 64 is amended and restated as follows:

The paragraph beginning on page 64 and continuing on page 65 is amended and restated as follows:

 

Citi performed a discounted cash flow analysis for Cox Communications by calculating the estimated present value (as of March 31, 2025) of the standalone unlevered free cash flows that Cox Communications was forecasted to generate during the nine months ended December 31, 2025 and fiscal years ending December 31, 2026 through December 31, 2031, based on the Charter projections for Cox Communications and balance sheet items as of March 31, 2025.  These projections reflected Charter management’s implementation of certain operational improvements, but did not include synergies expected by Charter to result from the transactions.  Based on its professional judgment and experience, Citi applied a perpetuity growth rate of 0.5% to 1.5% to Cox Communications’ terminal year unlevered free cash flow.  The present values (as of March 31, 2025) of the cash flows estimated by Charter management and implied terminal values were then calculated using a selected range of discount rates of 7.1% to 7.6% (selected by Citi using its professional judgment and experience).  Citi also considered Charter management’s estimate of the present value, as of March 31, 2025 and calculated using a discount rate of 7.3%, of the future tax benefits anticipated by Charter to be realized by Charter (net of amounts to be paid to Cox Enterprises) as a result of the transactions (see “Certain Unaudited Prospective Financial Information”).  This analysis indicated an approximate implied equity value reference range for Cox Communications, assuming Charter’s estimate of Cox Communications’ net debt of $12.641 billion, of (i) $23.350 billion to $31.325 billion (excluding the tax benefits referred to above) and (ii) $24.600 billion to $32.600 billion (including the tax benefits referred to above), each rounded to the nearest $25 million, as compared to the implied transaction consideration amount of $23.900 billion (based on the aggregate liquidation preference of the Charter Holdings convertible preferred units) and $25.240 billion (based on an estimate of market value for the Charter Holdings convertible preferred units).

 

The second and third full paragraphs on page 65 are amended and restated as follows:

 

 

 

The fourth paragraph on page 66 is amended and restated as follows:

The section of the Definitive Proxy Statement entitled “The Transactions—Opinion of Charter’s Financial Advisors—Opinion of LionTree Rendered in Connection with the Transactions” starting on page 66 is hereby supplemented as follows:

The fourth paragraph and the accompanying table on page 71 is amended and restated as follows:

The second paragraph on page 72 is amended and restated as follows:

The paragraph beginning on page 72 and continuing on page 73 is amended and restated as follows:

The first full paragraph beginning on page 73 is amended and restated as follows:

The first paragraph on page 74 is amended and restated as follows:

The section of the Definitive Proxy Statement entitled “The Transactions—Certain Unaudited Prospective Financial Information” starting on page 74 is hereby supplemented as follows:

The second full paragraph and the accompanying table on page 75 are amended and restated as follows:

Charter Projections for Charter

 

The following table presents certain prospective financial information for the fiscal years ending December 31, 2025 through December 31, 2031, based on the mean of publicly available brokerage and research firm analyst estimates for Charter and estimates developed by Charter management (collectively referred to as the “Charter projections for Charter”).  The Charter projections for Charter were believed by Charter management to be appropriate for the Charter Board’s consideration of, and Citi’s and LionTree’s respective analyses and opinions regarding, the transactions and approved by Charter for Citi’s and LionTree’s use and reliance in connection with their respective opinions described in “—Opinion of Charter’s Financial Advisors.”

 

 

 

 

The third full paragraph and the accompanying table beginning on page 75 and continuing on page 76 are amended and restated as follows:

Charter Projections for Cox Communications

 

The following table presents certain prospective financial information of Cox Communications, including expected savings, transition costs, and operational improvements and unlevered free cash flows, for the fiscal years ending December 31, 2023 through December 31, 2031, prepared by Charter management (collectively referred to as the “Charter projections for Cox Communications”).  The Charter projections for Cox Communications were believed by Charter management to be appropriate for the Charter Board’s consideration of, and Citi’s and LionTree’s respective analyses and opinions regarding, the transactions and approved by Charter for Citi’s and LionTree’s use and reliance in connection with their respective opinions described in “—Opinion of Charter’s Financial Advisors.”

 

Totals may not add because of rounding.

 

 

 

 

 

The following new section is added on page 76 immediately before the section titled “Charter Projections for Cost Savings”:

Charter Projections for Combined Company

 

The following table presents certain prospective financial information for the fiscal years ending December 31, 2026 through December 31, 2031, for the combined company derived from the Charter projections for Charter and the Charter projections for Cox Communications (collectively referred to as the “Charter projections for the combined company”).  The Charter projections for the combined company were believed by Charter management to be appropriate for the Charter Board’s consideration of, and Citi’s and LionTree’s respective analyses and opinions regarding, the transactions and approved by Charter for Citi’s and LionTree’s use and reliance in connection with their respective opinions described in “—Opinion of Charter’s Financial Advisors.”

 

 

Cautionary Note Regarding Forward Looking Statements

This communication includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding, among other things, the proposed transaction between Charter and Cox Enterprises. 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: (i) the effect of the announcement of the proposed transaction on the ability of Charter and Cox Enterprises to operate their respective businesses and retain and hire key personnel and to maintain favorable business relationships; (ii) the timing of the proposed transaction; (iii) the ability to satisfy closing conditions to the completion of the proposed transaction (including stockholder and regulatory approvals); (iv) the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (v) the ultimate outcome and results of integrating operations and application of Charter’s operating strategies to the acquired assets and the ultimate ability to realize synergies at the levels currently expected as well as potential dis-synergies; (vi) the impact of the proposed transaction on our stock price and future operating results, including due to transaction and integration costs, increased interest expense, business disruption, and diversion of management time and attention; (vii) the reduction in our current stockholders’ percentage ownership and voting interest as a result of the proposed transaction; (viii) the increase in our indebtedness as a result of the proposed transaction, which will increase interest expenses and may decrease our operating flexibility; (ix) litigation relating to the proposed transaction; (x) other risks related to the completion of the proposed transaction and actions related thereto; and (xi) the factors described under “Risk Factors” from time to time in Charter’s 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 speak only as of the date they are made and are based on information available at that time. Charter assumes no obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

Additional Information

In connection with the Transactions, Charter filed with the SEC a Definitive Proxy Statement on July 2, 2025. Investors and security holders of Charter are urged to read the Definitive Proxy Statement and/or other documents filed with the SEC carefully in their entirety if and when they become available as they contain or will contain important information about the proposed transaction. The Definitive Proxy Statement was mailed to stockholders of Charter on or about July 2, 2025.  Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Charter through the website maintained by the SEC at http://www.sec.gov or by contacting the investor relations department of Charter at 400 Washington Blvd., Stamford, CT 06902, Attention: Investor Relations, (203) 905-7801.

Participants in Solicitation

This communication is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that may be made with the SEC. Nonetheless, Charter and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding the interests of such potential participants is included in the Definitive Proxy Statement and may be included in other documents filed with the SEC if and when they become available. These documents (if and when available) may be obtained free of charge from the SEC’s website http://www.sec.gov.

Charter anticipates that the following individuals will be participants (the “Charter Participants”) in the solicitation of proxies from holders of Charter common stock in connection with the proposed transaction: Eric L. Zinterhofer, Non-Executive Chairman of the Charter Board, W. Lance Conn, Kim C. Goodman, John D. Markley, Jr., David C. Merritt, Steven A. Miron, Balan Nair, Michael A. Newhouse, Martin E. Patterson, Mauricio Ramos, Carolyn J. Slaski and J. David Wargo, all of whom are members of the Charter Board, Christopher L. Winfrey, President, Chief Executive Officer and Director, Jessica M. Fischer, Chief Financial Officer, and Kevin D. Howard, Executive Vice President, Chief Accounting Officer and Controller.  Information about the Charter Participants, including a description of their direct or indirect interests, by security holdings or otherwise, and Charter’s transactions with related persons is set forth in (i) the sections entitled “Proposal No. 1: Election of Directors”, “Compensation Committee Interlocks and Insider Participation”, “Compensation Discussion and Analysis”, “Certain Beneficial Owners of Charter Class A Common Stock”, “Certain Relationships and Related Transactions”, “Proposal No. 2: Approve the Charter Communications, Inc. 2025 Employee Stock Purchase Plan”, “Pay Versus Performance” and “CEO Pay Ratio” contained in Charter’s definitive proxy statement for its 2025 annual meeting of shareholders, which was filed with the SEC on March 13, 2025 (which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001091667/000114036125008627/ny20042259x1_def14a.htm), (ii) the sections entitled “The Transactions—Interests of Charter Directors and Executive Officers in the Transactions” and “Security Ownership of Certain Beneficial Owners and Management” contained in the Definitive Proxy Statement (which is available at https://www.sec.gov/Archives/edgar/data/1091667/000114036125024665/ny20049200x2_defm14a.htm), and other documents subsequently filed by Charter with the SEC. To the extent holdings of Charter stock by the directors and executive officers of Charter have changed from the amounts of Charter stock held by such persons as reflected in the Definitive Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC, including: by Michael A. Newhouse on July 8, 2025.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Charter Communications, Inc. has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

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