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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):
April 27, 2023 (April 25, 2023)
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| Altice USA, Inc. |
| (Exact Name of Registrant as Specified in its Charter) |
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| Delaware |
| (State of Incorporation) |
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| 001-38126 | | 38-3980194 |
| (Commission File Number) | | (IRS Employer Identification Number) |
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| 1 Court Square West | | |
| Long Island City, | New York | | 11101 |
| (Address of principal executive offices) | | (Zip Code) |
(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 registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ 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 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 ☐
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. ☐ | | | | | | | | |
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Class A Common Stock, par value $0.01 per share | ATUS | New York Stock Exchange |
Item 1.01 Entry into a Material Definitive Agreement.
Issuance of Senior Guaranteed Notes
On April 25, 2023, CSC Holdings, LLC (the “Issuer”), an indirect, wholly-owned subsidiary of Altice USA, Inc., issued $1,000.0 million aggregate principal amount of 11.250% 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 and are guaranteed on a senior unsecured basis by the Guarantors (as defined in the Indenture (as defined below)). The Notes were issued pursuant to an indenture, dated as of April 25, 2023 (the “Indenture”), between, inter alios, the Issuer, the Guarantors set forth therein and Deutsche Bank Trust Company Americas, as Trustee. The Notes will bear interest at a rate of 11.250% and will pay interest semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2023. The Notes will mature on May 15, 2028.
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 May 15, 2025 with the net cash proceeds of certain equity issuances at a price equal to 111.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption. In addition, at any time prior to May 15, 2025, 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 to, but not including, the applicable redemption date. On and after May 15, 2025, 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 May 15 of each of the years indicated below:
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| Year | Percentage |
| 2025 | 105.625 | % |
| 2026 | 102.813 | % |
| 2027 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 4.2 to this Current Report on Form 8-K and incorporated herein by reference.
The proceeds of the Offering will be used, together with cash on the balance sheet, (i) for general corporate purposes, which may include the opportunistic refinancing of certain of the Issuer’s existing indebtedness, (ii) to finance capital expenditures, which may include the purchase, lease, rental or cost of design, construction, installation or improvement of property, plant or equipment, and (iii) to pay the fees, costs and expenses associated with this transaction; provided that, pending the application of proceeds under (i) and/or (ii) above, the Issuer may use the proceeds of the Offering to temporarily repay outstanding borrowings drawn under the Issuer’s revolving credit facility.
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 the Securities and Exchange Commission. Unless legally required, the Altice 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
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| Exhibit No. | | Description |
| | Indenture, dated as of April 25, 2023 between, inter alios, CSC Holdings, LLC as Issuer, the Guarantors set forth therein and Deutsche Bank Trust Company Americas, as Trustee. |
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EXHIBIT INDEX | | | | | | | | |
| Exhibit No. | | Description |
| | Indenture, dated as of April 25, 2023 between, inter alios, CSC Holdings, LLC as Issuer, the Guarantors set forth therein 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.
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| ALTICE USA, INC. |
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| Dated: April 27, 2023 | By: | /s/ Michael E. Olsen |
| | Michael E. Olsen |
| | Executive Vice President, General Counsel and Secretary |
