Altice USA,Inc. (NYSE: ATUS) Files An 8-K Entry into a Material Definitive Agreement

Altice USA,Inc. (NYSE: ATUS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

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In connection with the combination of Altice USA,Inc.’s (“Altice USA”) Suddenlink and Optimum businesses under a single credit silo (the “Combination”), the following agreements were entered into on November27, 2018:

In connection with the Combination, CSC Holdings, LLC (“CSC”), an indirect, wholly owned subsidiary of Altice USA, issued $1,095,825,000 aggregate principal amount of its 5.375% senior guaranteed notes due 2023 and $1,498,806,000 aggregate principal amount of its 5.500% senior guaranteed notes due 2026 to an indenture, dated November27, 2018, (the “Combination Date Senior Guaranteed Notes Indenture”), between CSC, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, in exchange for the 5.375% senior secured notes due 2023 and 5.500% senior secured notes due 2026, originally issued by Altice US Finance I Corporation under indentures dated October18, 2018 (incorporated herein by reference to Exhibit4.5 and Exhibit4.6, respectively, to Altice USA’s Current Report on Form8-K, filed on October19, 2018). A copy of the Combination Date Senior Guaranteed Note Indenture is filed as Exhibit4.1 to this Current Report on Form8-K and is incorporated herein by reference.

In connection with the Combination, CSC issued $744,821,000 aggregate principal amount of its 5.125% senior notes due 2021, $495,941,000 aggregate principal amount of its 5.125% senior notes due 2021, $617,881,000 aggregate principal amount of its 7.750% senior notes due 2025 and $1,045,882,000 aggregate principal amount of its 7.500% senior notes due 2028 to an indenture, dated November27, 2018, (the “Combination Date Senior Notes Indenture”), between CSC and Deutsche Bank Trust Company Americas, as trustee, in exchange for the 5.125% senior notes due 2021, the 5.125% senior notes due 2021, the 7.750% senior notes due 2025 and the 7.500% senior notes due 2028, originally issued by Cequel Communications Holdings I, LLC (“CCHI”) and Cequel Capital Corporation under indentures dated October18, 2018 (incorporated herein by reference to Exhibit4.7, Exhibit4.8, Exhibit4.9 and Exhibit4.10, respectively, to Altice USA’s Current Report on Form8-K, filed on October19, 2018). A copy of the Combination Date Senior Notes Indenture is filed as Exhibit4.2 to this Current Report on Form8-K and is incorporated herein by reference.

In connection with the Combination, CSC entered into supplemental indentures to (i)an indenture, dated as of October9, 2015 (as amended, supplemented, waived or otherwise modified, the “2015 Senior Guaranteed Notes Indenture”) between CSC, as successor by merger to Neptune Finco Corp., and Deutsche Bank Trust Company Americas, as trustee, relating to CSC’s 6.625% Senior Guaranteed Notes due 2025, (ii)an indenture, dated as of September23, 2016 (as amended, supplemented, waived or otherwise modified, the “2016 Senior Guaranteed Notes Indenture”) between CSC and Deutsche Bank Trust Company Americas, as trustee, relating to CSC’s 5.500% Senior Guaranteed Notes due 2027 and (iii)an indenture, dated as of January29, 2018 (as amended, supplemented, waived or otherwise modified, the “2018 Senior Guaranteed Notes Indenture”, and together with the 2015 Senior Guaranteed Notes Indenture and the 2016 Senior Guaranteed Notes Indenture, the “Guaranteed Notes Indentures”) between CSC and Deutsche Bank Trust Company Americas, as trustee, relating to CSC’s 5.375% Senior Guaranteed Notes due 2028 (collectively, the “CSC Supplemental Indentures”). The CSC Supplemental Indentures were entered into by and among CSC, the Additional Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, to which the Additional Guarantors acceded to the Guaranteed Notes Indentures and which are filed as Exhibit4.3, Exhibit4.4 and Exhibit4.5, respectively, to this Current Report on Form8-K and is incorporated herein by reference.

In connection with the Combination, the Additional Guarantors (as defined below) entered into a joinder agreement (the “Guaranty Joinder”) to the facility guaranty dated as of June21, 2016 (as amended, supplemented, waived or otherwise modified, the “Facility Guaranty”) between, inter alios, CSC, as successor by merger to Neptune Finco Corp., and JPMorgan Chase Bank, N.A., as administrative agent in connection with the credit agreement dated as of October9, 2015 (as amended, modified, supplemented or restated hereafter, the “Credit Agreement”), between, inter alios, CSC, as successor by merger to Neptune Finco Corp., the lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative agent. The Guaranty Joinder was entered into by, inter alios, the Additional Guarantors (as defined in the Guaranty Joinder), to which the Additional Guarantors acceded to the Facility Guaranty and which is filed as Exhibit4.6 to this Current Report on Form8-K and is incorporated herein by reference.

In connection with the Combination, the Additional Pledgors (as defined below) entered into a joinder agreement (the “Pledge Joinder”) to the pledge agreement dated as of June21, 2016 (as amended, supplemented, waived or otherwise modified, the “Pledge Agreement”) between inter alios, CSC, as successor by merger to Neptune Finco Corp., and JPMorgan Chase Bank, N.A., as security agent in connection with the Credit Agreement. The Pledge Joinder was entered into by, inter alios, the Additional Pledgors (as defined in the Pledge Joinder), to which the Additional Pledgors acceded to the Pledge Agreement and which is filed as Exhibit4.7 to this Current Report on Form8-K and is incorporated herein by reference.

In connection with the Combination, Cablevision Systems Corporation, a wholly owned subsidiary of Altice USA, assumed the rights and obligations of CCHI under CCHI’s existing indentures in an aggregate principal amount of $14.74 million.

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.

Item 8.01 Other Events.

On November27, 2018, Altice USA issued a press release announcing the combination of its Suddenlink and Optimum businesses under a single credit silo (the “Combination”).

A copy of the press release is attached as Exhibit99.1 hereto and is incorporated herein by reference.


Altice USA, Inc. Exhibit
EX-4.1 2 a18-40646_1ex4d1.htm EX-4.1 Exhibit 4.1   EXECUTION VERSION   CSC HOLDINGS,…
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