DEBT | DEBT The following table provides details of our outstanding debt: Interest Rate at December 31, 2023 December 31, 2022 Date Issued Maturity Date Principal Amount Carrying Amount (a) Principal Amount Carrying Amount (a) CSC Holdings Senior Notes: May 23, 2014 June 1, 2024 5.250% $ 750,000 $ 742,746 $ 750,000 $ 726,343 October 18, 2018 April 1, 2028 7.500% 4,118 4,114 4,118 4,113 November 27, 2018 April 1, 2028 7.500% 1,045,882 1,044,933 1,045,882 1,044,752 July 10 and October 7, 2019 January 15, 2030 5.750% 2,250,000 2,275,915 2,250,000 2,279,483 June 16 and August 17. 2020 December 1, 2030 4.625% 2,325,000 2,359,078 2,325,000 2,363,082 May 13, 2021 November 15, 2031 5.000% 500,000 498,525 500,000 498,375 6,875,000 6,925,311 6,875,000 6,916,148 CSC Holdings Senior Guaranteed Notes: September 23, 2016 April 15, 2027 5.500% 1,310,000 1,307,709 1,310,000 1,307,091 January 29, 2018 February 1, 2028 5.375% 1,000,000 995,940 1,000,000 995,078 January 24, 2019 February 1, 2029 6.500% 1,750,000 1,748,098 1,750,000 1,747,795 June 16, 2020 December 1, 2030 4.125% 1,100,000 1,096,499 1,100,000 1,096,077 August 17, 2020 February 15, 2031 3.375% 1,000,000 997,556 1,000,000 997,258 May 13, 2021 November 15, 2031 4.500% 1,500,000 1,495,598 1,500,000 1,495,144 April 25, 2023 May 15, 2028 11.250% 1,000,000 994,072 — — 8,660,000 8,635,472 7,660,000 7,638,443 CSC Holdings Restricted Group Credit Facility: Revolving Credit Facility July 13, 2027 7.712% (b) 825,000 821,632 1,575,000 1,570,730 Term Loan B July 17, 2025 7.726% (c)(g) 1,520,483 1,518,530 1,535,842 1,532,644 Incremental Term Loan B-3 January 15, 2026 7.726% (d)(g) 521,744 520,988 527,014 525,883 Incremental Term Loan B-5 April 15, 2027 7.976% (e)(g) 2,887,500 2,876,131 2,917,500 2,902,921 Incremental Term Loan B-6 January 15, 2028 9.862% (f) 1,986,928 1,948,503 2,001,942 1,955,839 7,741,655 7,685,784 8,557,298 8,488,017 Lightpath Senior Notes: September 29, 2020 September 15, 2028 5.625% 415,000 409,136 415,000 408,090 Lightpath Senior Secured Notes: September 29, 2020 September 15, 2027 3.875% 450,000 444,410 450,000 443,046 Lightpath Term Loan November 30, 2027 8.726% 582,000 571,898 588,000 575,478 Lightpath Revolving Credit Facility — — — — 1,447,000 1,425,444 1,453,000 1,426,614 Collateralized indebtedness (see Note 12) — — 1,759,017 1,746,281 Finance lease obligations (see Note 9) 228,356 228,356 244,595 244,595 Notes payable and supply chain financing 174,594 174,594 127,635 127,635 25,126,605 25,074,961 26,676,545 26,587,733 Less: current portion of credit facility debt (61,177) (61,177) (71,643) (71,643) Less: current portion of collateralized indebtedness (h) — — (1,759,017) (1,746,281) Less: current portion of finance lease obligations (123,636) (123,636) (129,657) (129,657) Less: current portion of notes payable and supply chain financing (174,594) (174,594) (127,496) (127,496) (359,407) (359,407) (2,087,813) (2,075,077) Long-term debt $ 24,767,198 $ 24,715,554 $ 24,588,732 $ 24,512,656 (a) The carrying amount is net of the unamortized deferred financing costs and/or discounts/premiums and with respect to certain notes, a fair value adjustment resulting from the Cequel and Cablevision acquisitions. (b) At December 31, 2023, $133,512 of the revolving credit facility was restricted for certain letters of credit issued on our behalf and $1,516,488 of the $2,475,000 facility was undrawn and available, subject to covenant limitations. The revolving credit facility bears interest at a rate of SOFR (plus a Term SOFR credit adjustment spread of 0.10%) plus 2.25% per annum. (c) Term Loan B requires quarterly installments of $3,840 and bears interest at a rate equal to Synthetic USD LIBOR plus 2.25% per annum. (d) Incremental Term Loan B-3 requires quarterly installments of $1,318 and bears interest at a rate equal to Synthetic USD LIBOR plus 2.25% per annum. (e) Incremental Term Loan B-5 requires quarterly installments of $7,500 and bears interest at a rate equal to Synthetic USD LIBOR plus 2.50% per annum. (f) Incremental Term Loan B-6 requires quarterly installments of $5,005 and bears interest at a rate equal to SOFR plus 4.50% per annum. The CSC Holdings' Incremental Term Loan B-6 that is due on the earlier of (i) January 15, 2028 and (ii) April 15, 2027 if, as of such date, any Incremental Term Loan B-5 borrowings are still outstanding, unless the Incremental Term Loan B-5 maturity date has been extended to a date falling after January 15, 2028. (g) Pursuant to the term loan agreement, the interest rate on outstanding borrowings subsequent to the phase-out of London Interbank Offered Rate ("LIBOR") as of June 30, 2023, is Synthetic USD LIBOR, calculated as Term SOFR plus the spread adjustment for the corresponding LIBOR setting, being 0.11448% (1 month), 0.26161% (3 month) and 0.42826% (6 month), until September 30, 2024. (h) The indebtedness was collateralized by shares of Comcast common stock. In January 2023, we settled this debt by delivering shares of Comcast common stock and the related equity derivative contracts. See Note 12. For financing purposes, we have two debt silos: CSC Holdings and Lightpath. The CSC Holdings silo is structured as a restricted group (the "Restricted Group") and an unrestricted group, which includes certain designated subsidiaries and investments (the "Unrestricted Group"). The Restricted Group is comprised of CSC Holdings and substantially all of its wholly-owned operating subsidiaries excluding Lightpath. These Restricted Group subsidiaries are subject to the covenants and restrictions of the credit facility and indentures governing the notes issued by CSC Holdings. The Lightpath silo includes all of its operating subsidiaries which are subject to the covenants and restrictions of the credit facility and indentures governing the notes issued by Lightpath. See discussion below regarding the Lightpath debt financing. CSC Holdings Credit Facilities In October 2015, a wholly-owned subsidiary of Altice USA, which merged with and into CSC Holdings on June 21, 2016, entered into a senior secured credit facility, which, as amended, currently provides for U.S. dollar term loans (the "Term Loan B", and the term loans under the Term Loan B, the "CSC Term Loans") and U.S. dollar revolving loan commitments (the "CSC Revolving Credit Facility" and, together with the Term Loan B, the "CSC Credit Facilities"), which are governed by a credit facilities agreement entered into by, inter alios, CSC Holdings, certain lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent and security agent (as amended, restated, supplemented or otherwise modified from time to time, the "CSC Credit Facilities Agreement"). Amounts outstanding under the CSC Holdings Credit Facilities bear interest, at our election, at Term Secured Overnight Financing Rate ("SOFR"), Synthetic USD LIBOR, or at an alternate base rate, as defined therein, plus an applicable margin. During the year ended December 31, 2023, CSC Holdings borrowed $1,700,000 under its revolving credit facility and repaid $2,450,000 of amounts outstanding under the revolving credit facility. The CSC Credit Facilities Agreement requires the prepayment of outstanding CSC Term Loans, subject to certain exceptions and deductions, with (i) 100% of the net cash proceeds of certain asset sales, subject to reinvestment rights and certain other exceptions; and (ii) on a pari ratable share (based on the outstanding principal amount of the CSC Term Loans divided by the sum of the outstanding principal amount of all pari passu indebtedness and the CSC Term Loans) of 50% of annual excess cash flow, which will be reduced to 0% if the consolidated net senior secured leverage ratio of CSC Holdings is less than or equal to 4.5 to 1. The obligations under the CSC Credit Facilities are guaranteed on a senior basis by each restricted subsidiary of CSC Holdings (other than CSC TKR, LLC and its subsidiaries, Lightpath, and certain excluded subsidiaries) and, subject to certain limitations, will be guaranteed by each future material wholly-owned restricted subsidiary of CSC Holdings. The obligations under the CSC Credit Facilities (including any guarantees thereof) are secured on a first priority basis, subject to any liens permitted by the CSC Credit Facilities, by capital stock held by CSC Holdings or any guarantor in certain subsidiaries of CSC Holdings, subject to certain exclusions and limitations. The CSC Credit Facilities Agreement includes certain negative covenants which, among other things and subject to certain significant exceptions and qualifications, limit CSC Holdings' ability and the ability of its restricted subsidiaries to: (i) incur or guarantee additional indebtedness, (ii) make investments, (iii) create liens, (iv) sell assets and subsidiary stock, (v) pay dividends or make other distributions or repurchase or redeem our capital stock or subordinated debt, (vi) engage in certain transactions with affiliates, (vii) enter into agreements that restrict the payment of dividends by subsidiaries or the repayment of intercompany loans and advances; and (viii) engage in mergers or consolidations. In addition, the CSC Revolving Credit Facility includes a financial maintenance covenant solely for the benefit of the lenders under the CSC Revolving Credit Facility consisting of a maximum consolidated net senior secured leverage ratio of CSC Holdings and its restricted subsidiaries of 5.0 to 1.0. The financial covenant is tested on the last day of any fiscal quarter, but only if on such day there are outstanding borrowings, as defined, under the CSC Revolving Credit Facility. The CSC Credit Facilities Agreement also contains certain customary representations and warranties, affirmative covenants and events of default (including, among others, an event of default upon a change of control). If an event of default occurs, the lenders under the CSC Credit Facilities will be entitled to take various actions, including the acceleration of amounts due under the CSC Credit Facilities and all actions permitted to be taken by a secured creditor. Issuances of CSC Holdings Senior Guaranteed Notes In April 2023, CSC Holdings issued $1,000,000 in aggregate principal amount of senior guaranteed notes that bear interest at a rate of 11.250% and mature on May 15, 2028. The Company used the proceeds to repay outstanding borrowings drawn under the Revolving Credit Facility. CSC Holdings Senior Guaranteed Notes and Senior Notes The indentures under which the Senior Guaranteed Notes and Senior Notes were issued contain certain customary covenants and agreements, including limitations on the ability of CSC Holdings and its restricted subsidiaries to (i) incur or guarantee additional indebtedness, (ii) make investments or other restricted payments, (iii) create liens, (iv) sell assets and subsidiary stock, (v) pay dividends or make other distributions or repurchase or redeem our capital stock or subordinated debt, (vi) engage in certain transactions with affiliates, (vii) enter into agreements that restrict the payment of dividends by subsidiaries or the repayment of intercompany loans and advances, and (viii) engage in mergers or consolidations, in each case subject to certain exceptions. The indentures also contain certain customary events of default. If an event of default occurs, the obligations under the notes may be accelerated. Subject to customary conditions, we may redeem some or all of the notes at the redemption price set forth in the relevant indenture, plus accrued and unpaid interest, plus a specified "make-whole" premium (in the event the notes are redeemed prior to a certain specified time set forth in the indentures). Lightpath Credit Facility On September 29, 2020, Lightpath entered into a credit agreement between, inter alios, certain lenders party thereto and Goldman Sachs Bank USA, as administrative agent, and Deutsche Bank Trust Company Americas, as collateral agent, (the "Lightpath Credit Agreement") which provides for, among other things, (i) a term loan in an aggregate principal amount of $600,000 (the “Lightpath Term Loan Facility”) at a price of 99.50% of the aggregate principal amount, which was drawn on November 30, 2020, and (ii) revolving loan commitments in an aggregate principal amount of $100,000 (the “Lightpath Revolving Credit Facility"). As of December 31, 2023 and 2022, there were no borrowings outstanding under the Lightpath Revolving Credit Facility. We are required to make scheduled quarterly payments of $1,500 pursuant to the Lightpath Term Loan Facility. In June 2023, Lightpath entered into an amendment (the "First Amendment") under its existing credit facility agreement to replace LIBOR-based benchmark rates with SOFR-based benchmark rates. The First Amendment provides for interest on borrowings under its term loan and revolving credit facility to be calculated for any (i) SOFR loan, at a rate per annum equal to the Term SOFR (plus spread adjustments of 0.11448%, 0.26161% and 0.42826% for interest periods of one, three and six months, respectively) or (ii) the alternate base rate loan, at the alternative base rate as applicable, plus the applicable margin in each case, where the applicable margin is 2.25% per annum with respect to any alternate base rate loan and 3.25% per annum with respect to any SOFR loan. Debt issued by Lightpath is subject to certain restrictive covenants. Lightpath is subject to incurrence based covenants, which do not require ongoing compliance with financial ratios, but place certain limitations on the Lightpath's ability to, among other things, incur or guarantee additional debt (including to finance new acquisitions), create liens, pay dividends and other distributions or prepay subordinated indebtedness, make investments, sell assets, engage in affiliate transactions or engage in mergers or consolidations. These covenants are subject to several important exceptions and qualifications. To be able to incur additional debt under an applicable debt instrument, Lightpath must either meet the ratio test described below (on a pro forma basis for any contemplated transaction giving rise to the debt incurrence) or have available capacity under the general debt basket or meet certain other exceptions to the limitation on indebtedness covenant in such debt instrument. Senior debt of Lightpath will be subject to an incurrence test of 6.75:1 (Consolidated Net Leverage to L2QA Pro Forma EBITDA (each as defined in the relevant debt instruments)) and senior secured debt of Lightpath will be subject to an incurrence test of 4.75:1 (Consolidated Net Senior Secured Leverage (as defined in the relevant debt instrument) to L2QA Pro Forma EBITDA). Debt Compliance As of December 31, 2023, CSC Holdings and Lightpath were in compliance with applicable financial covenants under their respective credit facilities and with applicable financial covenants under each respective indenture by which the senior guaranteed notes, senior secured notes and senior notes were issued. Gain (Loss) on Extinguishment of Debt and the Write-off of Deferred Financing Costs The following table provides a summary of the gain (loss) on extinguishment of debt and the write-off of deferred financing costs recorded by us: For the Year Ended December 31, 2023 2022 2021 Settlement of collateralized debt (see Note 12) $ 4,393 $ — $ — Refinancing of CSC Holdings Term Loan B and Incremental Term Loan B-3 — (575) — Repayment of CSC Holdings 5.500% Senior Guaranteed Notes due 2026 — — (51,712) Supply Chain Financing Arrangement We have a supply chain financing arrangement with a financial institution with credit availability of $175,000 that is used to finance certain of our property and equipment purchases. This arrangement extends our repayment terms beyond a vendor’s original invoice due dates (for up to one year) and as such are classified as debt on our consolidated balance sheets. The following is a rollforward of the outstanding balances relating to our supply chain financing arrangement: Balance as of December 31, 2022 $ 123,880 Invoices financed 213,325 Repayments (162,751) Balance as of December 31, 2023 $ 174,454 Summary of Debt Maturities The future principal payments under our various debt obligations outstanding as of December 31, 2023, including notes payable and supply chain financing, but excluding finance lease obligations (see Note 9), are as follows: Years Ending December 31, 2024 $ 1,001,242 2025 (a) 2,391,415 2026 567,223 2027 5,141,519 2028 (b) 5,371,850 Thereafter 10,425,000 (a) Includes $825,000 principal amount related to the CSC Holdings' revolving credit facility. As a result of the debt transaction in January 2024 discussed in Note 18, the revolving credit facility will mature on July 13, 2027. (b) Includes $1,906,850 principal amount related to the CSC Holdings' Incremental Term Loan B-6 that is due on the earlier of (i) January 15, 2028 and (ii) April 15, 2027 if, as of such date, any Incremental Term Loan B-5 borrowings are still outstanding, unless the Incremental Term Loan B-5 maturity date has been extended to a date falling after January 15, 2028. |