UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report (date of earliest event reported): January 29, 2018

 

Altice USA, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware
(State of Incorporation)

 

 

(516) 803-2300
 (Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

 

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company     o

 

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 13(a) of the Exchange Act.     o

 

 

 

Item 1.01                   Entry into a Material Definitive Agreement.

 

On January 29, 2018, CSC Holdings, LLC (the “Issuer”), an indirect, wholly owned subsidiary of Altice USA, Inc. (the “Company”), issued $1,000,000,000 aggregate principal amount of 5.375% Senior Guaranteed Notes due 2028 (the “Notes”) in a private placement conducted pursuant to Rule 144A and Regulations S under the Securities Act of 1933, as amended (the “Offering”). The Notes are unsecured obligations of the Issuer. The Notes were issued pursuant to an indenture, dated as of January 29, 2018 (the “Indenture”), between, among others, the Issuer and Deutsche Bank Trust Company Americas, as Trustee. The Notes will bear interest at a rate of 5.375% and will pay interest semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1, 2018. The Notes will mature on February 1, 2028.

 

The proceeds of the Offering will be used, together with proceeds from a new U.S. dollar-denominated tranche of term loans made available to the Issuer, borrowings under the Issuer’s revolving credit facility and cash on balance sheet, to (i) refinance certain existing indebtedness of the Issuer and Cablevision Systems Corporation (“Cablevision”), the direct parent of the Issuer, and (ii) fund a dividend of $1,500.0 million to the Company (through Cablevision). The Company is expected to use such proceeds to fund a dividend to its stockholders immediately prior to and in connection with the separation of the Company from its controlling stockholder, Altice N.V.

 

Subject to certain conditions, the Issuer may, at its option, redeem up to 40% of the original principal amount of the Notes at any time prior to February 1, 2021 with the net cash proceeds of certain equity issuances at a price equal to 105.375% of the principal amount of the Notes redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption. In addition, subject to the rights of holders of Notes, at any time prior to February 1, 2023, the Issuer may redeem the Notes in whole or in part, at its option, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the relevant Applicable Premium (as defined in the Indenture), plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.  On and after February 1, 2023 the Issuer may redeem the 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 Notes to be redeemed), plus accrued and unpaid interest to, but excluding, the date of redemption if redeemed during the 12-month period beginning on February 1 of each of the years indicated below:

 

Year		Percentage
2023		102.688	%
2024		101.344	%
2025		101.896	%
2026 and thereafter		100.000	%

 

The foregoing description of the Indenture governing the Notes is qualified in its entirety by reference to the Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

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 above under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03.

 

Item 9.01                   Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
4.1		Indenture, dated as of January 29, 2018, between CSC Holdings, LLC, as Issuer, and Deutsche Bank Trust Company Americas, as Trustee.

 

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EXHIBIT INDEX

 

Exhibit No.		Description
4.1		Indenture, dated as of January 29, 2018, between CSC Holdings, LLC, as Issuer, and Deutsche Bank Trust Company Americas, as Trustee.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

		ALTICE USA, INC.
	By:	/s/ David Connolly
		David Connolly
		Executive Vice President, General Counsel and Secretary

 

Date: February 2, 2018

 

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