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Charter Communications, Inc. (NasdaqGS:CHTR) completed the acquisition of Cox Communications, Inc. from Cox Enterprises, Inc.
Charter Communications, Inc. (NasdaqGS:CHTR) enter into a letter of intent to acquire Cox Communications, Inc. from Cox Enterprises, Inc. on February 14, 2025. Charter Communications, Inc entered into a transaction agreement to acquire Cox Communications, Inc. from Cox Enterprises, Inc. for $24.1 billion on May 16, 2025. A cash consideration Charter will pay $4 billion in cash, 12.6 billion notional convertible preferred units in Charter's existing partnership, which pay a 6.875% coupon, and which are convertible into Charter partnership units, which are then exchangeable for Charter common shares, and Approximately 33.6 million common units in Charter's existing partnership, with an implied value of $11.9 billion and which are exchangeable for Charter common shares. In consideration of the $1.00 contribution from Cox Parent to Charter, Charter will issue to Cox Parent one share of a new class of Charter common stock (the “Class C common stock” and such issuance, collectively with the issuance of Charter Holdings common units and convertible preferred units to Cox Parent described in the immediately preceding bullet, the “Equity Issuance”). The Class C common stock will be equivalent, economically, to the Class A common stock and Class B common stock of Charter but will have a number of votes per share that reflect the voting power of the Charter Holdings common units and the convertible preferred units held by Cox Parent on an as-converted, as-exchanged basis. In the transaction, Charter will acquire Cox Communications' commercial fiber and managed IT and cloud businesses, and Cox Enterprises will contribute Cox Communications' residential cable business to Charter Holdings, an existing subsidiary partnership of Charter.
Following the closing, Winfrey will continue in his current role as President & CEO, and board member. Taylor will join the board as Chairman, and Zinterhofer will become the lead independent director on Charter's board. Cox will have the right to nominate an additional two board members to Charter's 13-member board. Advance/Newhouse, another storied cable innovator, which contributed its operations to Charter's partnership in 2016, will retain its two board nominees. Within a year after the closing, the combined company will change its name to Cox Communications. The combined company will remain headquartered in Stamford, CT, and will maintain a significant presence on Cox’s Atlanta, GA campus following the closing. Charter also currently expects approximately $500 million of annualized cost synergies achieved within three years of close stemming from typical procurement and overhead savings. For year end December 31, 2024, EBITDA 4.939 billion and net income of 1.505 billion generated. The Transaction Agreement includes termination provisions in favor of both Charter and Cox Parent and provides that, in connection with a termination of the Transaction Agreement under specified circumstances, including Cox Parent’s termination of the Transaction Agreement following a change of recommendation of the Charter Board, but prior to the receipt of the Charter Requisite Approvals, Charter will be required to pay Cox Parent a termination fee of $875 million.
The company will remain headquartered in Stamford, Connecticut and will maintain a presence on Cox’s Atlanta campus.
The Closing is subject to certain customary mutual conditions, including (i) the approval of the Certificate Amendment (as defined below) by the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of Charter Class A common stock and Class B common stock, voting together, (ii) the approval of the Equity Issuance by the affirmative vote of the holders of a majority of the votes cast by the holders of Charter Class A common stock and Class B common stock, voting together (together with the approval contemplated by clause (i), the “Charter Requisite Approvals”); (iii) any applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and any commitments by the parties not to close before a certain date under any timing agreement entered into with a government entity, in each case, in respect of the Transaction shall have expired or been terminated (solely in the case of Charter’s obligations to close, without the imposition of a Burdensome Condition (as defined in the Transaction Agreement)); (iv) the receipt of certain other required regulatory approvals, including approval of the U.S. Federal Communications Commission and certain local franchise and state public utility commission approvals (solely in the case of Charter’s obligations to close, without the imposition of a Burdensome Condition); and (v) the absence of any order or law that enjoins or otherwise prohibits the Closing. The Board of Directors of Charter (the “Charter Board”) by all directors present unanimously approved the transaction agreement and the transactions contemplated thereby and resolved to recommend that the Charter stockholders vote in favor of the approval of the equity issuance and the certificate amendment, subject to certain exceptions set forth in the transaction agreement. Charter expects to complete its previously announced transaction with Cox in mid-2026. As of July 31, 2025, Charter stockholders have approved the transaction. As of December 5, 2025 charter Communications defended its proposed transaction. As of February 27, 2026, FCC’s Wireline Competition Bureau approved the transaction. As of August 14, 2026, California Public Utilities Commission approved the transaction. As of August 19, 2026, the transaction is expected to close this week.
Citigroup Inc. acted as financial advisor and fairness opinion for Charter Communications, Inc. Citigroup will receive a fee of $52.5 million for such services, of which $8 million is payable in connection with the delivery of the opinion and the balance of which is payable upon the consummation of the transactions. LionTree Advisors LLC acted as financial advisor and fairness opinion provider for Charter Communications, Inc. and will receive a fee of $45 million for such services upon consummation of the transactions, against which certain fees previously paid to LionTree, including the opinion fee of $8 million which became payable in connection with the delivery of the opinion, are creditable. Steven A. Cohen, John L. Robinson, Steven R. Green, Ilene Knable Gotts, Michael J. Schobel, Benjamin S. Arfa, Ian Boczko and Jodi J. Schwartz of Wachtell, Lipton, Rosen & Katz LLP acted as legal advisors to Charter Communications, Inc. Allen & Company LLC acted as financial advisor for Cox Enterprises, Inc. BDT & MSD Partners, LLC acted as financial advisor for Cox Communications, Inc. Wells Fargo Securities, LLC acted as financial advisor for Cox Communications, Inc. Bradley Faris, Victoria VanStekelenburg, Matthew Brill, Elizabeth Park, Mandy Reeves, Lindsey Champlin, Keith Klovers, Andrea Ramezan-Jackson, Christine Mainguy, David Della Rocca, Nikhil Kumar, Megan Alessi, Manu Gayatrinath, Melissa Fabian, Jason Licht, Chris Bezeg, Kieran Dickinson, Dara Denberg and Achraf Farraj of Latham & Watkins LLP acted as legal advisors for Cox Enterprises, Inc. Evercore Inc. (NYSE:EVR) acted as financial advisor to Cox Enterprises, Inc. Robert Schumer, Michael Vogel and Brian Krause of Paul, Weiss, Rifkind, Wharton & Garrison LLP advised Advance Publications, a major shareholder in Charter Communications. Morgan Stanley acted as financial advisor to Charter Communications, Inc. Innisfree M&A Incorporated acted as information agent to Charter Communications and will receive a fee of approximately $75,000 plus reasonable out-of-pocket costs and expenses. Stuart Rogers of Alston & Bird LLP represented Citigroup as financial advisor to Charter Communications, Inc.
Charter Communications, Inc. (NasdaqGS:CHTR) completed the acquisition of Cox Communications, Inc. from Cox Enterprises, Inc. on August 20, 2026. On completion, Cox Enterprises and its subsidiaries now own approximately 26% of the combined entity's fully diluted shares outstanding, on an as-converted, as-exchanged basis. Additionally, approximately $12 billion of Cox debt and finance leases will remain outstanding at subsidiaries of Charter as a result of the transaction. Alex Taylor has been appointed Chairman, and Eric Zinterhofer has been named the lead independent director of Charter's board. Winfrey will continue in his current role as President and CEO and board member. In addition to Taylor, Cox Enterprises has appointed Dallas Clement and Mr. Mark Greatrex to Charter's 13-member board. Within a year following the transaction, the company will change its parent company name to Cox Communications but will continue to operate as Spectrum across all markets. The Company also will remain headquartered in Stamford, CT, keeping a significant presence in Atlanta, GA.