DEBT | DEBT The following table provides details of the Company's outstanding debt: Interest Rate at Sept. 30, 2019 September 30, 2019 December 31, 2018 Date Issued Maturity Date Principal Amount Carrying Amount (a) Principal Amount Carrying Amount (a) CSC Holdings Senior Notes: February 12, 2009 February 15, 2019 8.625 % $ — $ — $ 526,000 $ 527,749 November 15, 2011 November 15, 2021 6.750 % 1,000,000 976,610 1,000,000 969,285 May 23, 2014 June 1, 2024 5.250 % 750,000 680,800 750,000 671,829 October 9, 2015 January 15, 2023 10.125 % — — 1,800,000 1,781,424 October 9, 2015 October 15, 2025 10.875 % 1,684,221 1,664,657 1,684,221 1,663,027 November 27, 2018 December 15, 2021 (g) 5.125 % 1,240,762 1,175,069 1,240,762 1,155,264 November 27, 2018 July 15, 2025 7.750 % 617,881 605,143 617,881 603,889 November 27, 2018 April 1, 2028 7.500 % 1,045,882 1,044,243 1,045,882 1,044,143 July 10, 2019 January 15, 2030 5.750 % 1,000,000 996,191 — — CSC Holdings Senior Guaranteed Notes: October 9, 2015 October 15, 2025 6.625 % 1,000,000 989,113 1,000,000 988,052 September 23, 2016 April 15, 2027 5.500 % 1,310,000 1,305,303 1,310,000 1,304,936 January 29, 2018 February 1, 2028 5.375 % 1,000,000 992,580 1,000,000 992,064 November 27, 2018 July 15, 2023 5.375 % 1,095,825 1,080,990 1,095,825 1,078,428 November 27, 2018 May 15, 2026 5.500 % 1,498,806 1,485,490 1,498,806 1,484,278 January 24, 2019 February 1, 2029 6.500 % 1,750,000 1,746,936 — — Cablevision Senior Notes (b): April 15, 2010 April 15, 2020 (h) 8.000 % 500,000 497,960 500,000 495,302 September 27, 2012 September 15, 2022 5.875 % 649,024 596,933 649,024 585,817 October 19, 2018 December 15, 2021 (e) 5.125 % — — 8,886 8,274 October 19, 2018 July 15, 2025 7.750 % 1,740 1,694 1,740 1,690 October 19, 2018 April 1, 2028 7.500 % 4,118 4,112 4,118 4,110 16,148,259 15,843,824 15,733,145 15,359,561 CSC Holdings Credit Facility Debt (Restricted Group): Revolving Credit Facility (c) (d) — % — — 250,000 231,425 Term Loan B July 17, 2025 4.278 % 2,932,500 2,918,645 2,955,000 2,939,425 Incremental Term Loan B-2 January 25, 2026 (i) 4.528 % 1,481,250 1,466,136 1,492,500 1,475,778 Incremental Term Loan B-3 January 15, 2026 4.278 % 1,268,625 1,263,177 1,275,000 1,268,931 Incremental Term Loan B-4 April 15, 2027 (i) 5.028 % 997,500 984,372 — — 6,679,875 6,632,330 5,972,500 5,915,559 Collateralized indebtedness (see Note 11) 1,459,638 1,423,519 1,459,638 1,406,182 Finance lease obligations (see Note 8) 47,089 47,089 25,190 25,190 Notes payable and supply chain financing (f) 110,519 110,519 106,108 106,108 24,445,380 24,057,281 23,296,581 22,812,600 Less: current portion of credit facility debt (57,750 ) (57,750 ) (54,563 ) (54,563 ) Less: current portion of notes payable and supply chain financing (91,834 ) (91,834 ) (98,134 ) (98,134 ) Less: current portion of finance lease obligations (12,117 ) (12,117 ) (5,928 ) (5,928 ) (161,701 ) (161,701 ) (158,625 ) (158,625 ) Long-term debt $ 24,283,679 $ 23,895,580 $ 23,137,956 $ 22,653,975 (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) The issuer of these notes has no ability to service interest or principal on the notes, other than through any dividends or distributions received from CSC Holdings. CSC Holdings is restricted, in certain circumstances, by the terms of the CSC Holdings credit facilities agreement from paying dividends or distributions to the issuer. (c) At September 30, 2019 , $178,014 of the revolving credit facility was restricted for certain letters of credit issued on behalf of the Company and $2,296,986 of the facility was undrawn and available, subject to covenant limitations. (d) The revolving credit facility matures on January 31, 2024, however $200,000 matures on November 30, 2021. (e) In July 2019, the Company redeemed $8,886 principal amount of these senior notes. (f) Includes $65,854 related to supply chain financing agreements entered into in the second quarter of 2019 that is required to be repaid within one year from the date of the respective agreement. (g) The notes were repaid subsequent to September 30, 2019 with proceeds from the issuance of an additional $1,250,000 aggregate principal amount of CSC Holdings 5.750% senior notes due 2030. See Note 17. (h) The notes were repaid subsequent to September 30, 2019 with proceeds from borrowings under an incremental term loan. See Note 17. As a result of this transaction, the Company has reclassified these notes to long-term as of September 30, 2019. (i) The term loan was repaid subsequent to September 30, 2019 with proceeds from borrowings under an incremental term loan. See Note 17. In January 2019, CSC Holdings issued $1,500,000 in aggregate principal amount of senior guaranteed notes due 2029 ("CSC Holdings 2029 Guaranteed Notes"). The notes bear interest at a rate of 6.5% and will mature on February 1, 2029. The net proceeds from the sale of the notes were used to repay certain indebtedness, including to repay at maturity $526,000 aggregate principal amount of CSC Holdings' 8.625% senior notes due February 2019 plus accrued interest, redeem approximately $905,300 of the aggregate outstanding amount of CSC Holdings' 10.125% senior notes due 2023 at a redemption price of 107.594% plus accrued interest, and paid fees and expenses associated with the transactions. In connection with this refinancing, $526,000 of short-term senior notes were reclassified to long-term debt as of December 31, 2018. In February 2019, CSC Holdings issued an additional $250,000 CSC Holdings 2029 Guaranteed Notes at a price of 101.75% of the principal value. The proceeds of these notes were used to repay amounts outstanding under the CSC Holdings Revolving Credit Facility. In July 2019, CSC Holdings issued $1,000,000 in aggregate principal amount of senior notes which bear interest at a rate of 5.75% and will mature on January 15, 2030 ("2030 Senior Notes"). The net proceeds from the sale of the notes were used to repay outstanding borrowings under CSC Holdings' revolving credit facility of approximately $622,857 , along with accrued interest and pay fees associated with the transactions. The remaining proceeds were used for general corporate purposes. During the nine months ended September 30, 2019 , CSC Holdings borrowed $1,050,000 under its revolving credit facility and repaid $1,300,000 of amounts outstanding under the revolving credit facility, a portion of which was funded from the proceeds of the issuance of an additional $250,000 principal amount of CSC Holdings 2029 Guaranteed Notes and the issuance of $1,000,000 principal amount of 2030 Senior Notes (see discussion above). In January and May 2019, CSC Holdings amended its existing revolving credit facility. After the amendments, the total size of the revolving credit facility that the Company can draw upon as of September 30, 2019 amounted to $ 2,475,000 , including $2,275,000 maturing in January 2024 and priced at LIBOR plus 2.25% . The remaining $200,000 matures in November 2021 and is priced at LIBOR plus 3.25% . In connection with the amendment entered into in May 2019, the Company recorded a write-off of deferred financing costs of $1,195 . In February 2019, CSC Holdings entered into a $1,000,000 senior secured Term Loan B ("Incremental Term Loan B-4") maturing on April 15, 2027, the proceeds of which were used to redeem $894,700 in aggregate principal amount of CSC Holdings’ 10.125% Senior Notes due 2023, representing the entire aggregate principal amount outstanding, and paying related fees, costs and expenses. The Incremental Term Loan B-4 bears interest at a rate per annum equal to LIBOR plus 3.0% and was issued with an original issue discount of 1.0% . The Incremental Term Loan B-4 was repaid subsequent to September 30, 2019. See Note 17. The CSC Credit Facilities Agreement 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. As of September 30, 2019 , the Company was in compliance with all of its financial covenants under the CSC Holdings Credit Facilities and with all of its financial covenants under the indentures under which the senior and senior guaranteed notes were issued. The following table provides a summary of the loss on extinguishment of debt and the write-off of deferred financing costs recorded by the Company upon the redemption of senior notes and the refinancing of credit facilities: Three Months Ended Nine Months Ended September 30, 2019 Cablevision 5.125% Senior Notes due 2021 $ 503 $ 503 CSC Holdings 10.125% Senior Notes due 2023 — 154,666 Refinancing and subsequent amendment to CSC Holdings credit facility — 4,430 $ 503 $ 159,599 Three Months Ended Nine Months Ended September 30, 2018 Cablevision 7.75% Senior Notes due 2018 $ — $ 4,706 Cequel 6.375% Senior Notes due 2020 — 36,910 $ — $ 41,616 Summary of Debt Maturities The future maturities of debt payable by the Company under its various debt obligations outstanding as of September 30, 2019 , including notes payable and collateralized indebtedness (see Note 11), but excluding finance lease obligations (see Note 8), are as follows: 2019 (excluding the nine months ended September 30, 2019) $ 30,848 2020 645,864 2021 3,775,998 2022 723,667 2023 1,167,190 Thereafter 18,054,724 The amounts in the table above do not include the effects of the debt transactions discussed in Note 17. |