Altice USA Announces Results as of Early Participation Date on Transactions to Combine Its Suddenlink and Optimum Businesses under a Single Credit Silo

Satisfaction of minimum tender condition
Acceptance of
99.23% or $5.48 billion of Original Notes of the Suddenlink silo
tendered for exchange

Successful pricing of new term loan

NEW YORK–(BUSINESS WIRE)–In relation to Altice USA, Inc.’s (“Altice USA”, NYSE:ATUS)
intention to further simplify its structure and operations by combining
(the “Combination”) the Suddenlink (Cequel) and Optimum
(Cablevision) businesses under a single credit silo, Altice US Finance I
Corporation (the “Issuer”) and Cequel Communications Holdings I,
LLC and Cequel Capital Corporation (collectively, the “Senior Notes
Co-Issuers
” and together with the Issuer, the “Issuers”)
today announced that the Early Participation Date (as defined below) of
the previously announced Exchange Offer and Consent Solicitation (each
as defined and described below) expired at 5:00 p.m., New York time, on
October 16, 2018 (such time and date, the “Early Participation Date”)
and confirmed that, as of the Early Participation Date, they have
received valid tenders of:

    (i)     the Issuer’s 5.375% senior secured notes due 2023 (the “2023
Original Notes”) in exchange for the Issuer’s new 5.375% senior
secured notes due 2023 (the “2023 New Notes”);
(ii) the Issuer’s 5.500% senior secured notes due 2026 (the “2026
Original Notes” and together with the 2023 Original Notes, the
“Original Senior Secured Notes”) in exchange for the Issuer’s new
5.500% senior secured notes due 2026 (the “2026 New Notes”);
(iii) the Senior Notes Co-Issuers’ 5.125% senior notes due 2021 originally
issued on May 16, 2013 (the “2021 May Original Notes”) in exchange
for the Senior Notes Co-Issuers’ new 5.125% senior notes due 2021
(the “2021 May New Notes”);
(iv)

the Senior Notes Co-Issuers’ 5.125% senior notes due 2021
originally issued on September 9, 2014 (the “2021 September
Original Notes”) in exchange for the Senior Notes Co-Issuers’ new
5.125% senior notes due 2021 (the “2021 September New Notes”);

(v)

the Senior Notes Co-Issuers’ 7.750% senior notes due 2025 (the
“2025 Original Notes”) in exchange for the Senior Notes
Co-Issuers’ new 7.750% senior notes due 2025 (the “2025 New
Notes”), and;

(vi)

the Senior Notes Co-Issuers’ 7.500% senior notes due 2028 (the
“2028 Original Notes” and together with the 2023 Original Notes,
the 2026 Original Notes, the 2021 May Original Notes, the 2021
September Original Notes and the Original 2025 Notes, the
“Original Notes”) in exchange for the Senior Notes Co-Issuers’ new
7.500% senior notes due 2028 (the “2028 New Notes” and together
with the 2023 New Notes, 2026 New Notes, 2021 May New Notes, 2021
September New Notes and 2025 New Notes, the “New Notes”),

 

and, in the case of the Consent Solicitation Notes (as defined below)
delivery of corresponding consents, from holders of the aggregate
principal amount of each series of Original Notes as set out in the
table below.

In addition, Altice USA announces that on October 15, 2018, CSC
Holdings, LLC (“Optimum”) successfully entered into a new $1.275
billion 7-year Senior Secured Term Loan B maturing January 2026 (the “Senior
Secured Term Loan B
”), providing for the refinancing of the entire
$1.25 billion principal amount of loans under Cequel’s (“Suddenlink’s”)
existing Term Loan Facility and other transaction costs related to the
credit silo Combination. The new Senior Secured Term Loan B will have a
margin of 225bps over Libor and was issued with an original issue
discount of 25bps.

On October 2, 2018, the Issuers announced the commencement of (A) an
offer to exchange (the “Exchange Offer”) any and all of its
outstanding Original Notes held by eligible holders for the
corresponding New Notes upon the terms and conditions of the offering
memorandum dated as of October 2, 2018 (the “Offering Memorandum”)
and (B) a solicitation of consents (the “Consent Solicitation
and, together with the Exchange Offer, the “Offer”) from eligible
holders of the 2023 Original Notes, the 2026 Original Notes, the 2025
Original Notes and the 2028 Original Notes (the “Consent Solicitation
Notes
”) to make certain proposed amendments to the indentures (the “Consent
Solicitation Notes Indentures
”) governing the Consent Solicitation
Notes, pursuant to which substantially all of the restrictive covenants,
certain events of default and certain additional covenants, rights and
obligations contained in the Consent Solicitation Notes Indentures will
be amended (the “Proposed Amendments”). The terms and conditions
of the Offer are set forth in the Offering Memorandum. Capitalized terms
used herein and not otherwise defined have the meanings ascribed to them
in the Offering Memorandum.

As at the Early Participation Date, the following Original Notes had
been validly tendered and not validly withdrawn or revoked:

Title of Original Notes / CUSIP  

Aggregate Principal
Amount Outstanding

 

Early-Tendered
Principal Amount

 

Early-Tendered Principal
Amount (%)

5.375% Secured Notes due 2023 /
02155FAA3 / U0207AAA3

  $1,100,000,000   $1,095,493,000   99.59%

5.500% Secured Notes due 2026 /
02155FAC9 / U0207AAB1

  $1,500,000,000   $1,493,432,000   99.56%

5.125% Senior Notes due 2021 /
15672WAE4 / U15684AG5

  $750,000,000   $739,279,000   98.57%

5.125% Senior Notes due 2021 /
15672WAF1 / U15684 AH3

  $500,000,000   $492,899,000   98.58%

7.750% Senior Notes due 2025 /
02155EAA6 / U0206XAA4

  $620,000,000   $610,698,000   98.50%

7.500% Senior Notes due 2028 /
15672WAJ3 / U15684AK6

  $1,050,000,000   $1,045,443,000   99.57%
 

As a result of the valid tender of (i) 2023 Original Notes representing
in excess of 50% of the aggregate principal amount of the 2023 Original
Notes outstanding and (ii) 2026 Original Notes representing in excess of
50% of the aggregate principal amount of the 2026 Original Notes
outstanding, in each case which have not been validly withdrawn or
revoked, the Minimum Tender Condition has been satisfied.

As a result of obtaining the Requisite Consents with respect to each
series of Consent Solicitation Notes as at the Early Participation Date,
the relevant Issuers and the Original Senior Secured Notes Trustees and
Original Senior Notes Trustees, as applicable, under the Consent
Solicitation Notes Indentures are expected to promptly execute and
deliver supplemental indentures to the Consent Solicitation Notes
Indentures (the “Supplemental Indentures”) (such date of
execution and delivery, the “Consent Effective Date”), pursuant
to which the Proposed Amendments will be effected; provided that the
Proposed Amendments will only become operative immediately prior to the
occurrence of the Combination on the Combination Date.

The Offer will expire at 11:59 p.m., New York time, on October 30, 2018,
unless extended (such time and date, as the same may be extended, the “Expiration
Tim
e”). Tenders of the Original Notes pursuant to the Offer (and, in
the case of the Consent Solicitation Notes, related consents) could only
be withdrawn prior to the earlier to occur of (i) the Early
Participation Date and (ii) the date on which the Minimum Tender
Condition is satisfied (the “Withdrawal Deadline”), but not
thereafter. As described in the Offering Memorandum, since the
Withdrawal Deadline has occurred, Original Notes that have been or will
be validly tendered in the Offer may not be withdrawn or revoked, except
if the Offer is terminated or otherwise not completed or as otherwise
provided by law. Any Original Notes not tendered and exchanged pursuant
to the Offer will remain outstanding and the eligible holders of such
Original Notes will be subject to the terms of the Supplemental
Indentures even though they may not consent to the Proposed Amendments.

Eligible holders of each series of Original Notes who properly tendered
and did not validly withdraw such Original Notes prior to the Early
Participation Date will be entitled to receive the applicable Exchange
Consideration and Early Participation Premium, as described under “Terms
of the Exchange Offer
” in the Offering Memorandum. The Original
Notes will not receive any cash interest payment in respect of accrued
and unpaid interest on any Exchange Date. Interest on each series of the
New Notes will be deemed to accrue as described under “Terms of the
Exchange Offer
” in the Offering Memorandum. It is expected that no
later than the second Business Day following the Early Participation
Date, the Issuer will issue New Senior Secured Notes and the Senior
Notes Co-Issuers will issue New Senior Notes in exchange for Original
Notes validly tendered and not withdrawn prior to the Early
Participation Date (reflecting the applicable Exchange Consideration and
the Early Participation Premium). In addition, $2,750,000 in aggregate
will be payable on a pro rata basis on the First Exchange Date to
eligible participating holders of the 2023 Original Notes who properly
tendered (and did not validly withdraw) 2023 Original Notes prior to the
Early Participation Date and $3,750,000 in aggregate will be payable on
a pro rata basis on the First Exchange Date to eligible participating
holders of the 2026 Original Notes who properly tendered (and did not
validly withdraw) 2026 Original Notes prior to the Early Participation
Date.

The Offer is being made solely pursuant to the Offering Memorandum,
which more fully sets forth and governs the terms and conditions of the
Offer, how to tender the Original Notes in the Offer and deliver
Consents thereby, and certain conditions to the Offer. The Offering
Memorandum contains important information that should be read carefully
before any decision is made with respect to the Offer. Documents
relating to the Exchange Offers and Consent Solicitations have only be
distributed to eligible holders of Original Notes who certify that they
are either a “qualified institutional buyer” under Rule 144A or not a
“U.S. person” and outside the United States under Regulation S for
purposes of applicable securities laws (“Eligible Holders”);
provided that persons resident in a member state of the European
Economic Area must be a qualified investor (within the meaning of
Article 2(1)(e) of Directive 2003/71/EC and any relevant implementing
measure in each member state of the European Economic Area). The
complete terms and conditions of the Exchange Offers and Consent
Solicitations are described in the Offering Memorandum, copies of which
may be obtained by contacting Lucid Issuer Services Limited, the
exchange agent and information agent in connection with the Exchange
Offers and Consent Solicitations, at +44 20 7704 0880, via email to altice@lucid-is.com
or via www.lucid-is.com/altice.

Holders of Original Notes with questions regarding the Offer procedures
should contact the Exchange Agent and Information Agent for further
information. For more information concerning the Offer, queries should
be directed to the Joint Dealer Managers: Credit Suisse Securities (USA)
LLC Eleven Madison Avenue, NY New York 10010-3629 United States, +1 800
820 1653 (toll-free), +1 212 538 1862 (collect) and Goldman Sachs & Co.
LLC 200 West Street, NY New York 10282, +1 800 828 3182 (toll-free), +1
212 357 1452 (collect).

This press release does not constitute an offer to sell or purchase,
or a solicitation of an offer to sell or purchase, or the solicitation
of tenders or consents with respect to, any security. No offer,
solicitation, purchase or sale will be made in any jurisdiction in which
such an offer, solicitation or sale would be unlawful. The Exchange
Offers and Consent Solicitations are being made solely pursuant to the
Offering Memorandum and only to such persons and in such jurisdictions
as are permitted under applicable law.

The New Notes have not been and will not be registered under the
Securities Act of 1933, as amended, or any state securities laws or the
securities laws of any other jurisdiction. Therefore, the New Notes may
not be offered or sold in the United States absent an applicable
exemption from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws.

FORWARD-LOOKING STATEMENTS

This press release contains certain estimates and other “forward-looking
statements” within the meaning of the federal securities laws, including
Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. Forward looking
statements generally are accompanied by words such as “will”, “expect”,
“outlook” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,”
“will,” “would,” “target,” or other similar words, phrases or
expressions and variations or negatives of these words. Forward-looking
statements by their nature address matters that are, to different
degrees, uncertain, such as statements regarding the expected timing of
completion of the Exchange Offers and other statements that are not
historical facts. These statements are based on the current expectations
of Altice USA management and are not predictions of actual performance.

These statements are subject to a number of risks and uncertainties
regarding Altice USA’s businesses and actual results may differ
materially. These risks and uncertainties include, but are not limited
to those described in the offering memorandum and consent solicitation
statement and the documents incorporated by reference therein.

The forward-looking statements in this press release speak only as of
date of this announcement. Altice USA undertake no obligation to update
any forward-looking statements to reflect events or circumstances after
the date hereof, except as required by applicable laws or regulations.

About Altice USA

Altice USA (NYSE:ATUS) provides broadband communications and video
services 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.

Contacts

Altice USA
Head of Investor Relations
Nick
Brown: +1 917 589 9983 / nick.brown@alticeusa.com
or
Head
of Communications

Lisa Anselmo: +1 929 418 4362 / lisa.anselmo@alticeusa.com
or
Exchange
Agent and Information Agent

www.lucid-is.com/altice
/ altice@lucid-is.com / +44 20
7704 0880

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