DEBT | DEBT The following table provides details of the Company's outstanding debt: Interest Rate December 31, 2021 December 31, 2020 Date Issued Maturity Date Principal Amount Carrying Amount (a) Principal Amount Carrying Amount (a) CSC Holdings Senior Notes: November 15, 2011 November 15, 2021 6.750% $ — $ — $ 1,000,000 $ 989,917 September 27, 2012 September 15, 2022 5.875% 649,024 635,310 649,024 617,333 May 23, 2014 June 1, 2024 5.250% 750,000 711,137 750,000 697,041 October 18, 2018 April 1, 2028 7.500% 4,118 4,113 4,118 4,112 November 27, 2018 April 1, 2028 7.500% 1,045,882 1,044,582 1,045,882 1,044,424 July 10 and October 7, 2019 January 15, 2030 5.750% 2,250,000 2,282,875 2,250,000 2,286,097 June 16 and August 17. 2020 December 1, 2030 4.625% 2,325,000 2,366,886 2,325,000 2,370,502 May 13, 2021 November 15, 2031 5.000% 500,000 498,234 — — 7,524,024 7,543,137 8,024,024 8,009,426 CSC Holdings Senior Guaranteed Notes: September 23, 2016 April 15, 2027 5.500% 1,310,000 1,306,508 1,310,000 1,305,955 January 29, 2018 February 1, 2028 5.375% 1,000,000 994,262 1,000,000 993,490 November 27, 2018 May 15, 2026 5.500% — — 1,498,806 1,487,644 January 24, 2019 February 1, 2029 6.500% 1,750,000 1,747,511 1,750,000 1,747,245 June 16, 2020 December 1, 2030 4.125% 1,100,000 1,095,672 1,100,000 1,095,283 August 17, 2020 February 15, 2031 3.375% 1,000,000 996,970 1,000,000 996,692 May 13, 2021 November 15, 2031 4.500% 1,500,000 1,494,710 — — 7,660,000 7,635,633 7,658,806 7,626,309 CSC Holdings Restricted Group Credit Facility: Revolving Credit Facility January 31, 2024 (c) 2.360% (b) 900,000 893,864 625,000 616,027 Term Loan B July 17, 2025 2.360% 2,865,000 2,856,421 2,895,000 2,884,065 Incremental Term Loan B-3 January 15, 2026 2.360% 1,239,938 1,236,394 1,252,688 1,248,293 Incremental Term Loan B-5 April 15, 2027 2.610% 2,947,500 2,929,813 2,977,500 2,956,807 7,952,438 7,916,492 7,750,188 7,705,192 Lightpath Senior Notes: September 29, 2020 September 15, 2028 5.625% 415,000 407,104 415,000 406,176 Lightpath Senior Secured Notes: September 29, 2020 September 15, 2027 3.875% 450,000 441,739 450,000 440,487 Lightpath Term Loan November 30, 2027 3.750% 594,000 579,119 600,000 582,808 Lightpath Revolving Credit Facility (e) — — — — 1,459,000 1,427,962 1,465,000 1,429,471 Collateralized indebtedness (see Note 12) 1,759,017 1,706,997 1,699,566 1,617,506 Finance lease obligations (see Note 9) 218,735 218,735 159,637 159,637 Notes payable and supply chain financing (d) 97,804 97,804 183,690 174,801 26,671,018 26,546,760 26,940,911 26,722,342 Less: current portion of credit facility debt (78,750) (78,750) (78,750) (78,750) Less: current portion of senior notes (649,024) (635,310) (1,000,000) (989,917) Less: current portion of finance lease obligations (109,204) (109,204) (63,454) (63,454) Less: current portion of notes payable and supply chain financing (94,049) (94,049) (113,592) (113,592) (931,027) (917,313) (1,255,796) (1,245,713) Long-term debt $ 25,739,991 $ 25,629,447 $ 25,685,115 $ 25,476,629 (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, 2021, $139,465 of the revolving credit facility was restricted for certain letters of credit issued on behalf of the Company and $1,435,535 of the facility was undrawn and available, subject to covenant limitations. (c) The revolving credit facility of an aggregate principal amount of $2,475,000 is priced at LIBOR plus 2.25%. In March 2021, a lender under the revolving credit facility extended the maturity date and reduced the interest rate on its aggregate principal amount of $200,000 which had an original maturity date of November 2021 and was priced at LIBOR plus 3.25%. (d) Includes $89,898 related to supply chain financing agreements that is required to be repaid within one year from the date of the respective agreement. The decrease in the principal amount at December 31, 2021 includes a $59,451 reclassification to collateralized indebtedness in connection with the maturity of a monetization contract related to the synthetic monetization closeout transaction in November 2019. See Note 12. (e) There were no borrowings outstanding under the Lightpath Revolving Credit Facility which provides for commitments in an aggregate principal amount of $100,000. See discussion below. CSC Holdings Credit Facilities For financing purposes, the Company has 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, a 50.01% owned subsidiary of the Company, which became an unrestricted subsidiary in September 2020. 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. 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 currently provides U.S. dollar term loans currently in an aggregate principal amount of $3,000,000 ($2,865,000 outstanding at December 31, 2021) (the "CSC Term Loan Facility", and the term loans extended under the CSC Term Loan Facility, the "CSC Term Loans") and U.S. dollar revolving loan commitments in an aggregate principal amount of $2,475,000 ($900,000 outstanding at December 31, 2021) (the "CSC Revolving Credit Facility" and, together with the CSC Term Loan Facility, 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 on June 20, 2016, June 21, 2016, July 21, 2016, September 9, 2016, December 9, 2016, March 15, 2017, January 12, 2018, October 15, 2018, January 24, 2019, February 7, 2019, May 14, 2019 and October 3, 2019, respectively, and as further amended, restated, supplemented or otherwise modified from time to time, the "CSC Credit Facilities Agreement"). The Term Loan B is comprised of eurodollar borrowings or alternate base rate borrowings, and bears interest at a rate per annum equal to the adjusted LIBOR or the alternate base rate, as applicable, plus the applicable margin, where the applicable margin is (i) with respect to any alternate base rate loan, 1.25% per annum and (ii) with respect to any eurodollar loan, 2.25% per annum. The Company is required to make scheduled quarterly payments equal to 0.25% (or $7,500) of the principal amount of the Term Loan B, beginning with the fiscal quarter ended September 30, 2017, with the remaining balance scheduled to be paid on July 17, 2025. In January 2018, CSC Holdings entered into a $1,500,000 incremental term loan facility (the "Incremental Term Loan B-2") under its existing credit facilities agreement. The Incremental Term Loan B-2 was priced at 99.5% and was due to mature on January 25, 2026. The Incremental Term Loan B-2 was comprised of eurodollar borrowings or alternate base rate borrowings, and bore interest at a rate per annum equal to the adjusted LIBOR or the alternate base rate, as applicable, plus the applicable margin, where the applicable margin was (i) with respect to any alternate base rate loan, 1.50% per annum and (ii) with respect to any eurodollar loan, 2.50% per annum. The Company was required to make scheduled quarterly payments equal to 0.25% (or $3,750) of the principal amount of the Incremental Term Loan B-2, beginning with the fiscal quarter ended September 30, 2018, with the remaining balance scheduled to be paid on January 25, 2026. The Incremental Term Loan B-2 was repaid in full in October 2019 with proceeds from the Incremental Term Loan B-5 discussed below. In February 2019, CSC Holdings entered into a $1,000,000 incremental term loan facility ("Incremental Term Loan B-4") under its existing credit facilities agreement. The proceeds from the Incremental Term Loan B-4 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 was due to mature on April 15, 2027 and was issued with an original issue discount of 1.0%. The Incremental Term Loan B-4 was comprised of eurodollar borrowings or alternative base rate borrowings and bore interest at a rate per annum equal to the adjusted LIBOR or the alternate base rate, as applicable, plus the applicable margin, where the applicable margin was (i) with respect to any alternate base rate loan, 2.00% per annum and (ii) with respect to any eurodollar loan, 3.00%. The Incrementa l Term Loan B-4 was repaid in full in October 2019 with proceeds from the Incremental Term Loan B-5 discussed below. In October 2019, CSC Holdings entered into a $3,000,000 ($2,947,500 outstanding at December 31, 2021), incremental term loan facility ("Incremental Term Loan B-5") under its existing credit facilities agreement, out of which $500,000 was available on a delayed draw basis. The Incremental Term Loan B-5 matures on April 15, 2027 and was issued at par. The Incremental Term Loan B-5 may be comprised of eurodollar borrowings or alternative base rate borrowings, and will bear interest at a rate per annum equal to the Adjusted LIBOR or the alternate base rate, as applicable, plus the applicable margin, where the applicable margin is (i) with respect to any alternate base rate loan, 1.50% per annum and (ii) with respect to any eurodollar loan, 2.500% per annum. The Company is required to make scheduled quarterly payments equal to 0.25% (or $7,500) of the principal amount of the Incremental Term Loan B-5, beginning with the fiscal quarter ended June 30, 2020. The initial proceeds of the Incremental Term Loan B-5 were used to repay approximately $2,500,000 of the outstanding term loans (Incremental Term Loan B-2 and Incremental Term Loan B-4) under the credit agreement, and the proceeds of the delayed draw tranche of the Incremental Term Loan B-5 were used to distribute $500,000 in cash to Cablevision, the proceeds of which were used to redeem Cablevision’s 8.000% senior notes due 2020, representing the entire aggregate principal amount outstanding, and in each case, paying related fees, costs and expenses in connection with such transactions, with the remainder being used to fund cash on the balance sheet. In connection with the repayment of approximately $2,500,000 of the outstanding term loans, a portion of the unamortized discount and unamortized deferred financing costs was written-off and recorded as a loss on extinguishment of debt in the fourth quarter of 2019 (see table below). During the year ended December 31, 2021, CSC Holdings borrowed $2,410,000 under its revolving credit facility and repaid $2,135,000 of amounts outstanding under the revolving credit facility. A portion of these borrowings were used to redeem at maturity $1,000,000 aggregate outstanding principal amount of CSC Holdings 6.750% senior notes due November 2021. 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 Term Loans divided by the sum of the outstanding principal amount of all pari passu indebtedness and the 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 by each restricted subsidiary of CSC Holdings (other than CSC TKR, LLC and its subsidiaries, Lightpath, and certain excluded subsidiaries) (the "Initial Guarantors") 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 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 will be tested on the last day of any fiscal quarter, but only if on such day there are outstanding borrowings under the CSC Revolving Credit Facility (including swingline loans but excluding any cash collateralized letters of credit and undrawn letters of credit not to exceed the letter of credit sublimit). 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. Senior Guaranteed Notes, Senior Secured Notes, and Senior Notes 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 6.50% 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 February 2019, CSC Holdings issued an additional $250,000 CSC Holdings 2029 Guaranteed Notes at a price of 101.75% of the principal amount, plus accrued interest from January 31, 2019. The proceeds of these notes were used to repay the outstanding balance under the CSC 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 the CSC 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. In October 2019, CSC Holdings issued an additional $1,250,000 aggregate principal amount of its 2030 Senior Notes at a price of 104.00% of the principal amount plus accrued interest from July 10, 2019 until October 7, 2019. The proceeds of these notes were used to redeem $1,240,762 aggregate outstanding principal amount of CSC Holdings 5.125% senior notes due 2021 in full and to pay accrued interest, fees, costs and expenses associated with these transactions. In June 2020, CSC Holdings issued $1,100,000 in aggregate principal amount of senior guaranteed notes that bear interest at a rate of 4.125% and mature on December 1, 2030 and $625,000 in aggregate principal amount of senior notes that bear interest at a rate of 4.625% and mature on December 1, 2030. The net proceeds from the sale of the these notes was used in July 2020 to early redeem the $1,095,825 aggregate principal amount of CSC Holdings' 5.375% senior secured notes due July 15, 2023, the $617,881 and the $1,740 aggregate principal amount of CSC Holdings' 7.750% senior notes due July 15, 2025, plus pay accrued interest and the associated premiums related to the early redemption of these notes. In August 2020, CSC Holdings issued $1,000,000 in aggregate principal amount of new senior guaranteed notes that bear interest at a rate of 3.375% and mature on February 15, 2031 and an additional $1,700,000 in aggregate principal amount of its 4.625% senior notes that mature on December 1, 2030 at a price of 103.25% of the aggregate principal amount. The net proceeds from the sale of the notes was used to early redeem the $1,684,221 aggregate principal amount of CSC Holdings' 10.875% senior notes due October 15, 2025, the $1,000,000 aggregate principal amount of CSC Holdings' 6.625% senior guaranteed notes due October 15, 2025, plus pay accrued interest and the associated premiums related to the early redemption of these notes. In May 2021, CSC Holdings issued $1,500,000 in aggregate principal amount of senior guaranteed notes that bear interest at a rate of 4.500% and mature on November 15, 2031 and $500,000 in aggregate principal amount of senior notes that bear interest at a rate of 5.000% which also mature on November 15, 2031. The net proceeds from the sale of these notes were used to early redeem the $1,498,806 aggregate principal amount of CSC Holdings' 5.500% senior guaranteed notes due May 15, 2026, plus pay accrued interest and the associated premium related to the early redemption of these notes. The remaining proceeds were used for general corporate purposes, including repayment of borrowings under the CSC Holdings revolving credit facility and share repurchases. 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, the Company 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 Debt Financing On September 29, 2020, in connection with the Lightpath Transaction, Lightpath issued $450,000 in aggregate principal amount of senior secured notes that bear interest at a rate of 3.875% and mature on September 15, 2027 and $415,000 in aggregate principal amount of senior notes that bear interest at a rate of 5.625% and mature on September 15, 2028. Prior to the issuance of these notes, Lightpath became an unrestricted subsidiary under the terms of CSC Holdings' debt. In addition, 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 99.5% 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, 2021 and 2020, there were no borrowings outstanding under the Lightpath Revolving Credit Facility. The Company is required to make scheduled quarterly payments equal to 0.25% (or $1,500) of the principal amount of the Lightpath Term Loan Facility, beginning with the fiscal quarter ended March 31, 2021. The loans made pursuant to the Lightpath Credit Agreement are comprised of eurodollar borrowings or alternative base rate borrowings, and bear interest at a rate per annum equal to the adjusted LIBOR rate or the alternate base rate, as applicable, plus the applicable margin, where the applicable margin is (i) with respect to any alternate base rate loan, 2.25% per annum and (ii) with respect to any eurodollar loan, 3.25% per annum. The maturity date of the (i) Lightpath Term Loan Facility is November 30, 2027 and (ii) Lightpath Revolving Credit Facility is November 30, 2025. As of December 31, 2021, 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. Assumption of Cablevision Senior Notes In November 2019, pursuant to an asset contribution agreement (the "Asset Contribution"), Cablevision contributed to CSC Holdings substantially all of its assets and CSC Holdings assumed all of Cablevision’s liabilities, including Cablevision’s 5.875% senior notes due September 2022 with an aggregate outstanding principal amount of $649,024, Cablevision’s 7.750% senior notes due July 2025 with an aggregate outstanding principal amount of $1,740, and Cablevision's 7.500% senior notes due April 2028 with an aggregate outstanding principal amount of $4,118 (the "Assumption of Cablevision Senior Notes"). Loss on Extinguishment of Debt and the Write-off of Deferred Financing Costs 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: For the Year Ended December 31, 2021 CSC Holdings 5.500% Senior Guaranteed Notes due 2026 $ 51,712 For the Year Ended December 31, 2020: CSC Holdings 5.375% Senior Guaranteed Notes due 2023 $ 26,721 CSC Holdings 7.75% Senior Notes due 2025 35,375 CSC Holdings 10.875% Senior Notes due 2025 136,249 CSC Holdings 6.625% Senior Guaranteed Notes due 2025 52,144 $ 250,489 For the Year Ended December 31, 2019: CSC Holdings 5.125% Senior Notes due 2021 $ 65,151 CSC Holdings 10.125% Senior Notes due 2023 154,666 Refinancing and subsequent amendment to CSC Holdings credit facility 8,313 Subtotal - CSC Holdings 228,130 Cablevision 5.125% Senior Notes due 2021 500 Cablevision 8.000% Senior Notes due 2020 15,176 $ 243,806 Summary of Debt Maturities The future maturities of debt payable by the Company under its various debt obligations outstanding as of December 31, 2021, including collateralized indebtedness (see Note 12) and notes payable and supply chain financing, but excluding finance lease obligations (see Note 9), are as follows: Years Ending December 31, 2022 $ 821,823 2023 1,841,383 2024 1,728,889 2025 2,823,750 2026 1,224,938 Thereafter 18,011,500 |