Altice USA, Inc. (Form: 8-K, Received: 01/25/2019 13:13:00)

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):

January 25, 2019 (January 24, 2019)

Altice USA, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State of Incorporation)

No. 001-38126		No. 38-3980194
(Commission File Number)		(IRS Employer Identification Number)

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:

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 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 8.01 Other Events.

On January 25, 2019, Altice USA, Inc. (the “Company”) issued a press release announcing the pricing by CSC Holdings LLC, a Delaware limited liability company (“CSC” or the “Issuer”), an indirect wholly-owned subsidiary of the Company, as Issuer of an offering (the “Offering”) of $1,500.0 million in aggregate principal amount of its Senior Guaranteed Notes due 2029 (the “Notes”), upsized from an initial offering of $1,000.0 million. A copy of the press release related to the Offering is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The Notes will bear interest at a rate of 6.500% and will pay interest semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1, 2019. The Notes will mature on February 1, 2029. The Issuer entered into a purchase agreement on January 24, 2019 with the representative of the initial purchasers named therein, related to the issuance and sale of the Notes. The Offering is expected to close on or about January 31, 2019, subject to customary closing conditions. The Notes are being sold in a private placement only to qualified institutional buyers pursuant to Rule 144A and to non-U.S. persons pursuant to Regulation S under the U.S. Securities Act of 1933, as amended, subject to prevailing market and other conditions.

The proceeds from the Offering, together with cash on hand, are expected to be used to refinance the $526.0 million aggregate principal amount outstanding of the Issuer’s existing 8.625% Senior Notes due 2019, refinance $905.3 million of the aggregate outstanding amount of the Issuer’s existing 10.125% Senior Notes due 2023 at a redemption price of 107.594% plus accrued interest, and to pay fees, costs and expenses in connection therewith.

In connection with recent refinancing transactions, on January 25, 2019, the Company also issued a press release announcing that CSC has obtained commitments to refinance its existing revolving credit facility, subject to customary closing conditions. After the refinancing, the total size of the revolving credit facility will be $2.56 billion, including $2.17bn extended to January 2024 and priced at LIBOR + 225 bps (compared to L + 325 bps previously). A copy of the press release related to the Offering is attached as Exhibit 99.2 to this Current Report on Form 8-K.

The Company expects total annual interest cost savings of approximately $45 million resulting from this refinancing activity with the average cost of debt reducing from 6.4% to 6.2%. The weighted average life of Altice USA’s debt has been extended from 6.1 to 6.7 years as of the end of September 2018.

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, the company 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 Company 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
99.1		Press Release, dated January 25, 2019 issued by Altice USA, Inc., related to the Offering.

99.2		Press Release, dated January 25, 2019 issued by Altice USA, Inc., related to the Revolving Credit Facility.

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.

Dated: January 25, 2019	By:	/s/ David Connolly
		David Connolly
		Executive Vice President and General Counsel

Exhibit 99.1

ALTICE USA ANNOUNCES SUCCESSFUL PRICING OF $1,500 MILLION
SENIOR GUARANTEED NOTES DUE 2029

NEW YORK (January 25, 2019) — Altice USA, Inc (NYSE: ATUS) (“Altice USA”, or “the Company”), today announces that its wholly owned subsidiary CSC Holdings, LLC (the “Issuer”) successfully priced an offering (the “Offering”) of $1,500.0 million in aggregate principal amount of its Senior Guaranteed Notes due 2029 (the “Notes”). The Notes will bear interest at a rate of 6.500% and will pay interest semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1, 2019. The Notes will mature on February 1, 2029. The Offering is expected to close on or about January 31, 2019, subject to customary closing conditions.

The Issuer intends to use the net proceeds from the sale of the Notes to repay certain indebtedness, including to repay at maturity $526.0 million aggregate principal amount of the Issuer’s existing 8.625% Senior Notes due February 2019, redeem approximately $905.3 million of the aggregate outstanding amount of the Issuer’s existing 10.125% Senior Notes due 2023 at a redemption price of 107.594% plus accrued interest, and pay fees and expenses associated with the transactions.

The Notes are being sold in a private placement only to qualified institutional buyers pursuant to Rule 144A and non-U.S. persons pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), subject to prevailing market and other conditions. There is no assurance that the Offering will be completed or, if completed, as to the terms on which they are completed. The Notes have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or unless pursuant to an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws. This press release is for informational purposes only and shall not constitute an offer to sell, or a solicitation of an offer to buy, any security, including the Notes. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

Forward-Looking Statements

This press release contains statements about future events, projections, forecasts and expectations that are forward-looking statements. Any statement in this press release that is not a statement of historical fact is a forward-looking statement that involves known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. In addition, past performance of the Issuer and its respective affiliates cannot be relied on as a guide to future performance. The Issuer and its respective affiliates make no representation on the accuracy and completeness of any of the forward-looking statements, and, except as may be required by applicable law, assume no obligations to supplement, amend, update or revise any such statements or any opinion expressed to reflect actual results, changes in assumptions or in the Issuer’s or it’s respective affiliates’ expectations, or changes in factors affecting these

statements. Accordingly, any reliance you place on such forward-looking statements will be at your sole risk.

Contacts

Nick Brown, +1 917 589 9983

Head of Investor Relations

nick.brown@alticeusa.com

Lisa Anselmo, +1 929 418 4362

Head of Communications

lisa.anselmo@alticeusa.com

About Altice USA

Altice USA (NYSE: ATUS) is one of the largest broadband communications and video services providers in the United States, delivering broadband, pay television, telephony services, proprietary content and advertising services to approximately 4.9 million Residential and Business customers across 21 states through its Optimum and Suddenlink brands.

Exhibit 99.2

ALTICE USA ANNOUNCES SUCCESSFUL ACQUISITION OF COMMITMENTS TO REFINANCE ITS REVOLVING CREDIT FACILITY

NEW YORK (January 25, 2019) — Altice USA, Inc (NYSE: ATUS) (“Altice USA”, or “the Company”), today announces that its wholly owned subsidiary CSC Holdings, LLC successfully obtained commitments to refinance its existing revolving credit facility, subject to customary closing conditions. After the refinancing, the total size of the new revolving credit facility is $2.56 billion, including $2.17bn extended to January 2024 and priced at LIBOR + 225 bps (compared to L + 325 bps previously).

This press release is for informational purposes only and shall not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

F orward-Looking Statements