Charter Communications (along with its subsidiaries) and Cox Communications announced that they have entered into a definitive agreement to combine their businesses in a transformative deal that will create an industry leader in mobile and broadband communications services, seamless video entertainment, and customer service delivering benefits for employees, customers, communities, and shareholders.
The proposed deal values Cox at an enterprise value of about $34.5 billion based on Charter’s recent enterprise value to 2025 estimated Adjusted EBITDA trading multiple.
The Cox family is known as the longest continuous operator in the industry, having acquired its first cable television franchise back in 1962.
Deal terms: As part of the deal, Charter will buy 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. And Cox’s assets have been valued using Cox’s 2025 estimated Adjusted EBITDA, multiplied by Charter’s total enterprise value to 2025 estimated Adjusted EBITDA trading multiple of 6.44x, based on:
— Wall Street consensus for Charter’s 2025 Adjusted EBITDA, and
— Charter’s 60-day Volume Weighted Average Price of $353.64 as of April 25, 2025
As consideration in the transaction, Cox Enterprises will receive:
— $4 billion in cash,
— $6 billion notional amount of 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 billion1, and which are exchangeable for Charter common shares.
Based on Charter’s share count as of March 31, 2025, at the closing, Cox Enterprises will own about 23% of the combined entity’s fully diluted shares outstanding, on an as-converted, as-exchanged basis, and pro forma for the closing of the Liberty Broadband merger. The combined entity will assume Cox’s about $12 billion in outstanding debt.
Brand changes: Within a year after the closing, the combined company will change its name to Cox Communications. And Spectrum will become the consumer-facing brand within the communities Cox serves. The combined company will remain based in Stamford, CT, and will maintain a significant presence on Cox’s Atlanta, GA campus following the closing.
Governance: 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. And 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.
It is expected that Charter’s combination with Cox will be completed contemporaneously with the previously announced Liberty Broadband merger. So Liberty Broadband will cease to be a direct shareholder in Charter and will no longer designate directors for election to the Charter Board. Plus, the three current Liberty Broadband nominees on Charter’s board will resign at closing. Liberty Broadband shareholders will receive direct interests in Charter as a result of the Liberty Broadband merger.
Community Leadership: The Cox family of businesses was founded 127 years ago on the promise of building a better future for the next generation. And both Cox and Charter want to see that intent reinforced in this new partnership.
The Cox family’s commitment to supporting its communities through the philanthropic work of the James M. Cox Foundation will be continued by Charter’s $50 million grant for establishing a separate foundation that will encourage community leadership and support where the combined company does business. And Charter will make an initial $5 million investment to establish an employee relief fund that mirrors the Cox Employee Relief Fund, which Cox and the Cox family created in 2005 to help employees through times of hardships such as natural disasters or other unexpected life challenges.
Product changes: Following the closing of the deal, the combined company’s leading products will launch across Cox’s approximately 12 million passings and 6 million existing customers, under the Spectrum brand – including Spectrum’s Advanced WiFi, Spectrum Mobile with Mobile Speed Boost, the Spectrum TV App, Seamless Entertainment and Xumo and, when coupled with Spectrum’s transparent and customer-focused pricing and packaging structure, will provide Cox customers with enhanced flexibility and convenience, as well as the choice to pay less for new Spectrum bundled services or to keep their current plans.
And the new combination will create a best-in-class customer service model, which will integrate Cox’s rich service history with Charter’s 100% U.S.-based, employee-focused service and sales model and industry-leading customer commitments. Plus, Charter customers will benefit from Cox Business’ well-known industry leadership in business telecommunications, including Segra and RapidScale.
Advisors: Citi and LionTree are serving as financial advisors and Wachtell, Lipton, Rosen & Katz is serving as legal counsel to Charter. And Allen & Company is serving as financial advisor to Cox Enterprises. BDT & MSD Partners, Evercore and Wells Fargo are serving as financial advisors to Cox Communications. Latham & Watkins is serving as the legal advisor to Cox Enterprises.
KEY QUOTES:
“We’re honored that the Cox family has entrusted us with its impressive legacy and are excited by the opportunity to benefit from the terrific operating history and community leadership of Cox. Cox and Charter have been innovators in connectivity and entertainment services – with decades of work and hundreds of billions of dollars invested to build, upgrade, and expand our complementary regional networks to provide high-quality internet, video, voice and mobile services. This combination will augment our ability to innovate and provide high-quality, competitively priced products, delivered with outstanding customer service, to millions of homes and businesses. We will continue to deliver high-value products that save American families money, and we’ll onshore jobs from overseas to create new, good-paying careers for U.S. employees that come with great benefits, career training and advancement, and retirement and ownership opportunities.”
Chris Winfrey, President and CEO of Charter
“Our family has always believed that investing for the long-term and staying committed to the best interests of our customers, employees and communities is the best recipe for success. In Charter, we’ve found the right partner at the right time and in the right position to take this commitment to a higher level than ever before, delivering an incredible outcome for our customers, employees, suppliers and the local communities we serve.”
Alex Taylor, Chairman and CEO of Cox Enterprises
“Charter’s board and I are excited about this transaction and very supportive of Alex stepping into the board Chairman role. The combination of Cox Communications with Charter is an excellent outcome for our collective shareholders, customers, employees and the industry.”
Eric Zinterhofer, Chairman of Charter’s Board of Directors
