Item 1.01 Entry into a Material Definitive Agreement
Issuance of Senior Notes OnJune 16, 2020 ,CSC Holdings, LLC (the "Issuer"), an indirect, wholly owned subsidiary ofAltice USA, Inc. (the "Company"), issued$625.0 million aggregate principal amount of its 4.625% senior notes due 2030 (the "Senior Notes") in a private placement conducted pursuant to Rule 144A and Regulations S under the Securities Act of 1933, as amended (the "Senior Notes Offering"). The Senior Notes are unsecured obligations of the Issuer and are not guaranteed by any of its subsidiaries. The Notes were issued pursuant to an indenture, dated as ofJune 16, 2020 (the "Senior Notes Indenture"), between the Issuer andDeutsche Bank Trust Company Americas , as Trustee. The Senior Notes will bear interest at a rate of 4.625% and will pay interest semi-annually in arrears onDecember 1 andJune 1 of each year, beginning onDecember 1, 2020 . The Senior Notes will mature onDecember 1, 2030 . Subject to certain conditions, the Issuer may, at its option, redeem up to 40% of the original principal amount of the Senior Notes at any time prior toDecember 1, 2023 with the net cash proceeds of certain equity issuances at a price equal to 104.625% of the principal amount of the Senior Notes redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption. In addition, at any time prior toDecember 1, 2025 , the Issuer may redeem the Senior Notes in whole or in part, at its option, at a redemption price equal to 100% of the principal amount of the Senior Notes redeemed, plus the relevant Applicable Premimum (as defined in the Senior Notes Indenture), plus accrued and unpaid interest to, but not including, the applicable redemption date. On and afterDecember 1, 2025 , the Issuer may redeem the Senior Notes in whole or in part, at its option, at the redemption prices set forth below (expressed as a percentage of the principal amount of the Senior Notes to be redeemed), plus accrued and unpaid interest to, but excluding, the date of redemption if redeemed during the 12-month period beginning onDecember 1 of each of the years indicated below: Year Percentage 2025 102.313 % 2026 101.542 % 2027 100.771 % 2028 and thereafter 100 % The foregoing description of the Senior Notes Indenture governing the Senior Notes is qualified in its entirety by reference to the Senior Notes Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference. The proceeds from this Senior Notes Offering, together with cash on balance sheet, will be used to refinance in full the Issuer's$1.74 million aggregate outstanding principal amount of 7.750% Senior Notes due 2025 and$617.9 million aggregate outstanding principal amount of 7.750% Senior Notes due 2025, together with redemption premium, and to pay the fees, costs and expenses associated with the offering and the refinancing. Issuance of Senior Guaranteed Notes OnJune 16, 2020 , the Issuer, issued$1,100.0 million aggregate principal amount of its 4.125% senior guaranteed notes due 2030 (the "Senior Guaranteed Notes") in a private placement conducted pursuant to Rule 144A and Regulations S under the Securities Act of 1933, as amended (the "Senior Guaranteed Notes Offering"). The Senior Guaranteed Notes are unsecured obligations of the Issuer and are guaranteed on a senior unsecured basis by the Guarantors (as defined in the Senior Guaranteed Notes Indenture (as defined below)). The Senior Guaranteed Notes were issued pursuant to an indenture, dated as ofJune 16, 2020 (the "Senior Guaranteed Notes Indenture"), between, inter alios, the Issuer, the Guarantors set forth therein andDeutsche Bank Trust Company Americas , as Trustee. The Senior Guaranteed Notes will bear interest at a rate of 4.125% and will pay interest semi-annually in arrears onDecember 1 andJune 1 of each year, beginning onDecember 1, 2020 . The Senior Guaranteed Notes will mature onDecember 1, 2030 . Subject to certain conditions, the Issuer may, at its option, redeem up to 40% of the original principal amount of the Senior Guaranteed Notes at any time prior toDecember 1, 2023 with the net cash proceeds of certain equity issuances at a price equal to 104.125% of the principal amount of the Senior -------------------------------------------------------------------------------- Guaranteed Notes redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption. In addition, at any time prior toDecember 1, 2025 , the Issuer may redeem the Senior Guaranteed Notes in whole or in part, at its option, at a redemption price equal to 100% of the principal amount of the Senior Guaranteed Notes redeemed, plus the relevant Applicable Premimum (as defined in the Senior Guaranteed Notes Indenture), plus accrued and unpaid interest to, but not including, the applicable redemption date. On and afterDecember 1, 2025 , the Issuer may redeem the Senior Guaranteed Notes in whole or in part, at its option, at the redemption prices set forth below (expressed as a percentage of the principal amount of the Senior Guaranteed Notes to be redeemed), plus accrued and unpaid interest to, but excluding, the date of redemption if redeemed during the 12-month period beginning onDecember 1 of each of the years indicated below: Year Percentage 2025 102.063 % 2026 101.375 % 2027 100.688 % 2028 and thereafter 100 % The foregoing description of the Senior Guaranteed Notes Indenture governing the Senior Guaranteed Notes is qualified in its entirety by reference to the Senior Guaranteed Notes Indenture, a copy of which is filed as Exhibit 4.2 to this Current Report on Form 8-K and incorporated herein by reference. The proceeds from this Senior Guaranteed Notes Offering, together with cash on balance sheet, will be used to refinance in full the Issuer's$1,095.8 million aggregate outstanding principal amount of 5.375% Senior Guaranteed Notes due 2023, together with redemption premium, and to pay the fees, costs and expenses associated with the offering and the refinancing. Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 is incorporated herein by reference. Disclaimer on Forward-looking Statements This current report on Form 8-K contains forward-looking statements. Forward-looking statements relate to future events and anticipated results of operations, business strategies, and other aspects of our operations or operating results. In many cases you can identify forward-looking statements by terminology such as "anticipate," "intend," "project," "estimate," "continue," "potential," "should," "could," "may," "will," "objective," "guidance," "outlook," "effort," "expect," "believe," "predict," "budget," "projection," "goal," "plan," "forecast," "target" or similar words. Statements may be forward looking even in the absence of these particular words. Where, in any forward-looking statement,Altice USA expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, there can be no assurance that such expectation or belief will result or be achieved. The actual results of operations can and will be affected by a variety of risks and other matters. Other factors that could cause actual results to differ materially from those described in the forward-looking statements include other economic, business, competitive and/or regulatory factors affecting our business generally as set forth in our filings with theSecurities and Exchange Commission . Unless legally required, theAltice USA undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. --------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description 4.1 Senior Notes Indenture, dated as ofJune 16 ,
2020 between
as Issuer, andDeutsche Bank Trust Company
4.2 Senior Guaranteed Notes Indenture, dated as of
alios,CSC Holdings, LLC as Issuer, the
Guarantors set forth therein and
Deutsche Bank Trust Company Americas , as
Trustee.
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