As filed with the Securities and Exchange Commission on August 6, 2026
No. 333-297735
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-3
Registration Statement
UNDER
THE SECURITIES ACT OF 1933
Charter Communications, Inc.
Charter Communications Operating, LLC
Charter Communications Operating Capital Corp.
CCO Holdings, LLC
CCO Holdings Capital Corp.*
(Exact name of registrant as specified in its charter)
|
Delaware Delaware Delaware Delaware Delaware (State or other jurisdiction of incorporation or organization) |
4841 4841 4841 4841 |
84-1496755 43-1843260 20-1044453 (I.R.S. Employer |
400 Washington Blvd.
Stamford, Connecticut 06902
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Jamal
H. Haughton
Executive Vice President, General Counsel and Corporate Secretary
400 Washington Blvd.
Stamford, Connecticut 06902
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Christian O. Nagler, P.C.
Diahndra Burman
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022-4611
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x.
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | ¨ | |
| Non-accelerated filer | ¨ (do not check if a smaller reporting company) | Smaller reporting company | ¨ | |
| 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 7(a)(2)(B) of Securities Act
*The companies listed in the Table of Additional Registrant Guarantors included in the Registration Statement are also included in this registration statement on Form S-3 as additional Registrant Guarantors.
TABLE OF ADDITIONAL REGISTRANTS
The following subsidiary of Charter Communications Operating, LLC is an additional Registrant under this registration statement. The address, including zip code, and telephone number, including area code, for the additional Registrant is c/o Charter Communications Operating, LLC, 400 Washington Blvd., Stamford, Connecticut 06902, (203) 905-7801. The primary standard industrial classification number for each of these additional Registrant Guarantors is 4841.
| Exact Name of Additional Registrant Guarantor as Specified in its Charter | Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number | ||
| Charter Communications Operating Capital Corp. | Delaware | 20-1044453 |
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 333-297735) (the “Registration Statement”) of Charter Communications, Inc. is being filed solely to add Charter Communications Operating Capital Corp. as a co-registrant associated with the Registration Statement on EDGAR. Charter Communications Operating Capital Corp. was included in the Registration Statement at the time of its initial filing as an additional registrant and co-issuer of debt securities, but was not associated with the filing as a filer on EDGAR at the time of the original submission due to administrative error. No changes or additions are being made to the prospectus that forms a part of the Registration Statement. Accordingly, such prospectus is omitted from this filing.
3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table shows the costs and expenses payable in connection with the sale and distribution of the securities being registered. All amounts except the SEC registration fee are estimated.
| SEC registration fee | $ | * | ||
| Accounting fees and expenses | ** | |||
| Legal fees and expenses | ** | |||
| Printing fees and expenses | ** | |||
| Total | $ | ** |
*In accordance with Rule 456(b) and 457(r), we are deferring payment of the registration fee.
**Estimated expenses are not presently known. The foregoing sets forth the general categories of expenses (other than underwriting discounts and commissions) that we anticipate we will incur in connection with the offering of securities under this registration statement on Form S-3. An estimate of the aggregate expenses in connection with the issuance and distribution of the securities being offered will be included in the applicable prospectus supplement.
Item 16. Exhibits
| (a) | Exhibits |
The exhibit index filed as part of the Registration Statement is incorporated herein by reference.
II-1
| INDEX TO EXHIBITS |
| † | To be filed by amendment or as an exhibit with a subsequent Current Report on Form 8-K in connection with a specific offering |
| * | Incorporated by reference and not filed herewith. |
| ** | To be filed as a 305 B2 filing at a later date when a trustee is named |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on August 6, 2026.
| CHARTER COMMUNICATIONS OPERATING, LLC | ||
| Registrant | ||
| By: | /s/ Kevin D. Howard | |
| Kevin D. Howard | ||
| Executive Vice President, Chief Accounting Officer and Controller | ||
| CHARTER COMMUNICATIONS OPERATING CAPITAL CORP., Registrant | ||
| By: | /s/ Kevin D. Howard | |
| Kevin D. Howard | ||
| Executive Vice President, Chief Accounting Officer and Controller | ||
| CCO HOLDINGS, LLC | ||
| Registrant | ||
| By: | /s/ Kevin D. Howard | |
| Kevin D. Howard | ||
| Executive Vice President, Chief Accounting Officer and Controller | ||
| CCO HOLDINGS CAPITAL CORP. | ||
| Registrant | ||
| By: | /s/ Kevin D. Howard | |
| Kevin D. Howard | ||
| Executive Vice President, Chief Accounting Officer and Controller | ||
| CHARTER COMMUNICATIONS, INC. | ||
| Registrant | ||
| By: | /s/ Kevin D. Howard | |
| Kevin D. Howard | ||
| Executive Vice President, Chief Accounting Officer and Controller | ||
| EACH OF THE ADDITIONAL REGISTRANT GUARANTORS NAMED ON THE TABLE OF ADDITIONAL REGISTRANT GUARANTORS (OTHER THAN SPECTRUM MOBILE EQUIPMENT, LLC) | ||
| Registrant | ||
| By: | /s/ Kevin D. Howard | |
| Kevin D. Howard | ||
| Executive Vice President, Chief Accounting Officer and Controller | ||
| SPECTRUM MOBILE EQUIPMENT, LLC | ||
| Registrant | ||
| By: | /s/ Jeffrey B. Murphy | |
| Jeffrey B. Murphy | ||
| Senior Vice President, Corporate Finance and Development | ||
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Jamal H. Haughton and Kevin D. Howard, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated below on behalf of each of Charter Communications Operating, LLC, CCO Holdings, LLC and each of the additional Registrant Guarantors named on the Table of Additional Registrant Guarantors (other than Spectrum Mobile Equipment, LLC).
| Signature | Title | Date | ||
| /s/ Christopher L. Winfrey | President and Chief Executive Officer | July 27, 2026 | ||
| Christopher L. Winfrey | (Principal Executive Officer) | |||
| /s/ Jessica M. Fischer | Chief Financial Officer | July 27, 2026 | ||
| Jessica M. Fischer | (Principal Financial Officer) | |||
| /s/ Kevin D. Howard | Executive Vice President, Chief Accounting Officer and Controller | July 27, 2026 | ||
| Kevin D. Howard | (Principal Accounting Officer) | |||
| * | Manager of Charter Communications Operating, LLC | July 27, 2026 | ||
| Charter Communications, Inc. | ||||
| * | Manager of CCO Holdings, LLC | July 27, 2026 | ||
| Charter Communications, Inc. |
| *By: | /s/ Kevin D. Howard | |
| Kevin D. Howard | ||
| Executive Vice President, Chief Accounting Officer and Controller |
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Danny L. Bowman and Jeffrey B. Murphy, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated below on behalf of Spectrum Mobile Equipment, LLC.
| Signature | Title | Date | ||
| /s/ Danny L. Bowman | President | July 27, 2026 | ||
| Danny L. Bowman | (Principal Executive Officer) | |||
| /s/ Jeffrey B. Murphy | Senior Vice President, Corporate Finance and Development | July 27, 2026 | ||
| Jeffrey B. Murphy | (Principal Financial Officer) | |||
| /s/ Jason Schlueter | Vice President, Risk Management and Treasury | July 27, 2026 | ||
| Jason Schlueter | (Principal Accounting Officer) | |||
| * | Manager of Spectrum Mobile Equipment, LLC | July 27, 2026 | ||
| Charter Communications, Inc. |
| *By: | /s/ Kevin D. Howard | |
| Kevin D. Howard | ||
| Executive Vice President, Chief Accounting Officer and Controller |
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Jamal H. Haughton and Kevin D. Howard, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated below on behalf of each of Charter Communications Operating Capital Corp. and CCO Holdings Capital Corp.
| Signature | Title | Date | ||
| /s/ Christopher L. Winfrey | President and Chief Executive Officer | July 27, 2026 | ||
| Christopher L. Winfrey | (Principal Executive Officer) | |||
| /s/ Jessica M. Fischer | Chief Financial Officer | July 27, 2026 | ||
| Jessica M. Fischer | (Principal Financial Officer) | |||
| /s/ Kevin D. Howard | Executive Vice President, Chief Accounting Officer and Controller | July 27, 2026 | ||
| Kevin D. Howard | (Principal Accounting Officer) | |||
| /s/ Jeffrey B. Murphy | Sole Director of Charter Communications Operating Capital Corp. | July 27, 2026 | ||
| Jeffrey B. Murphy | ||||
| /s/ Jeffrey B. Murphy | Sole Director of CCO Holdings Capital Corp. | July 27, 2026 | ||
| Jeffrey B. Murphy |
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Jamal H. Haughton and Kevin D. Howard, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated below on behalf of Charter Communications, Inc.
| Signature | Title | Date | ||
| /s/ Christopher L. Winfrey | President and Chief Executive Officer, Director | July 27, 2026 | ||
| Christopher L. Winfrey | (Principal Executive Officer) | |||
| /s/ Jessica M. Fischer | Chief Financial Officer | July 27, 2026 | ||
| Jessica M. Fischer | (Principal Financial Officer) | |||
| /s/ Kevin D. Howard | Executive Vice President, Chief Accounting Officer and Controller | July 27, 2026 | ||
| Kevin D. Howard | (Principal Accounting Officer) | |||
| /s/ Eric L. Zinterhofer | Non-Executive Chairman of the Board | July 27, 2026 | ||
| Eric L. Zinterhofer | ||||
| /s/ W. Lance Conn | Director | July 27, 2026 | ||
| W. Lance Conn | ||||
| /s/ Wade Davis | Director | July 27, 2026 | ||
| Wade Davis | ||||
| /s/ Kim C. Goodman | Director | July 27, 2026 | ||
| Kim C. Goodman | ||||
| /s/ John D. Markley, Jr. | Director | July 27, 2026 | ||
| John D. Markley, Jr. | ||||
| /s/ Steven Miron | Director | July 27, 2026 | ||
| Steven Miron | ||||
| /s/ Balan Nair | Director | July 27, 2026 | ||
| Balan Nair | ||||
| /s/ Michael Newhouse | Director | July 27, 2026 | ||
| Michael Newhouse | ||||
| /s/ Martin E. Patterson | Director | July 27, 2026 | ||
| Martin E. Patterson | ||||
| /s/ Mauricio Ramos | Director | July 27, 2026 | ||
| Mauricio Ramos | ||||
| /s/ Carolyn J. Slaski | Director | July 27, 2026 | ||
| Carolyn J. Slaski | ||||
| /s/ J. David Wargo | Director | July 27, 2026 | ||
| J. David Wargo |