Charter Communications Completes Liberty Combination and Cox Transactions

What Happened

• Charter Communications announced the completion of its previously announced Combination with Liberty Broadband and related transactions with Cox Enterprises in August 2026 (filing/press release Aug 20, 2026; certain actions effective Aug 10 and Aug 19, 2026).
• Under the Liberty merger, Liberty common shares converted into Charter Class A shares at an exchange ratio of 0.236 per Liberty share (fractional shares settled in cash); approximately 33.9 million Charter Class A shares were issued to former Liberty holders and about 38.6 million Charter Class A shares previously owned by Liberty were retired (net decrease ≈ 4.7 million shares outstanding). Liberty preferred shares converted into approximately 7.2 million shares of newly designated Charter Series A Cumulative Redeemable Preferred Stock.
• Under the Cox Transaction Agreement, Charter (through Charter Holdings and subsidiaries) acquired certain Cox commercial fiber, managed IT and cloud businesses, paid $3.5 billion in cash for the equity sale portion, paid $724 million in cash and issued 60.0 million convertible preferred units (aggregate $6.0 billion liquidation preference, 6.875% coupon) plus ~33.6 million Charter Holdings common units at a Reference Price of $353.64 per unit. About $12 billion of Cox debt and finance leases remain at Charter subsidiaries.

Key Details

• Exchange ratio for Liberty common → Charter Class A: 0.236 shares per Liberty share; Liberty RSUs were accelerated and vested (effective Aug 10, 2026); Liberty stock options were canceled for no consideration.
• Cash and securities issued to Cox: $3.5B cash (equity sale); $724M cash + 60.0M convertible preferred units ($6.0B liquidation preference, 6.875% coupon) + ~33.6M common units at $353.64 reference price (convertible preferred initial conversion price $477.41).
• Corporate/Governance changes: board size set to 13; Cox Parent appointed three directors (Alexander C. Taylor — named Board Chairman for an initial three-year term — Dallas Clement, Mark Greatrex); A/N (Advance/Newhouse) retains director representation; Amended Stockholders Agreement includes nomination, committee and preemptive rights and acquisition/voting caps (Cox Parent 30%; A/N subject to specified limits).
• Charter amended and restated its certificate of incorporation and bylaws and filed a Certificate of Designations for the new Charter Preferred Stock, effective Aug 19, 2026.

Why It Matters

• Ownership and governance: The transactions change Charter’s ownership mix and governance — Cox Parent and A/N gain governance and board rights, and new voting/designation rules and ownership caps apply. Cox Parent will initially hold the right to designate three board members and its chairman (Alexander Taylor) will serve as Board Chair for three years.
• Capital structure and potential financial effects: Charter issued significant preferred and other units and assumed/retained substantial Cox debt at subsidiaries (~$12B remain), and made cash payments totaling at least $4.224B (combined $3.5B + $724M). These actions alter Charter’s capital structure and could affect leverage, interest expense and minority/convertible securities outstanding.
• Share count impact: The Liberty conversion issued ~33.9M Class A shares and retired ~38.6M previously held by Liberty, yielding a net decrease of ~4.7M Charter Class A shares outstanding; Liberty preferred holders received ~7.2M newly designated Charter preferred shares.
• Integration and risk: The filing notes integration of the Cox businesses and realization of expected synergies are material matters highlighted by Charter; investors should review the company’s risk disclosures and pro forma financials (previously filed) for details on expected financial impacts.