DEBT | DEBT The following table provides details of the Company's outstanding debt: Interest Rate December 31, 2022 December 31, 2021 Date Issued Maturity Date Principal Amount Carrying Amount (a) Principal Amount Carrying Amount (a) CSC Holdings Senior Notes: September 27, 2012 September 15, 2022 5.875% $ — $ — $ 649,024 $ 635,310 May 23, 2014 June 1, 2024 5.250% 750,000 726,343 750,000 711,137 October 18, 2018 April 1, 2028 7.500% 4,118 4,113 4,118 4,113 November 27, 2018 April 1, 2028 7.500% 1,045,882 1,044,752 1,045,882 1,044,582 July 10 and October 7, 2019 January 15, 2030 5.750% 2,250,000 2,279,483 2,250,000 2,282,875 June 16 and August 17. 2020 December 1, 2030 4.625% 2,325,000 2,363,082 2,325,000 2,366,886 May 13, 2021 November 15, 2031 5.000% 500,000 498,375 500,000 498,234 6,875,000 6,916,148 7,524,024 7,543,137 CSC Holdings Senior Guaranteed Notes: September 23, 2016 April 15, 2027 5.500% 1,310,000 1,307,091 1,310,000 1,306,508 January 29, 2018 February 1, 2028 5.375% 1,000,000 995,078 1,000,000 994,262 January 24, 2019 February 1, 2029 6.500% 1,750,000 1,747,795 1,750,000 1,747,511 June 16, 2020 December 1, 2030 4.125% 1,100,000 1,096,077 1,100,000 1,095,672 August 17, 2020 February 15, 2031 3.375% 1,000,000 997,258 1,000,000 996,970 May 13, 2021 November 15, 2031 4.500% 1,500,000 1,495,144 1,500,000 1,494,710 7,660,000 7,638,443 7,660,000 7,635,633 CSC Holdings Restricted Group Credit Facility: Revolving Credit Facility 6.682% (b)(c) 1,575,000 1,570,730 900,000 893,864 Term Loan B July 17, 2025 6.568% (g) 1,535,842 1,532,644 2,865,000 2,856,421 Incremental Term Loan B-3 January 15, 2026 6.568% (g) 527,014 525,883 1,239,938 1,236,394 Incremental Term Loan B-5 April 15, 2027 6.818% 2,917,500 2,902,921 2,947,500 2,929,813 Incremental Term Loan B-6 January 15, 2028 8.823% (g) 2,001,942 1,955,839 — — 8,557,298 8,488,017 7,952,438 7,916,492 Lightpath Senior Notes: September 29, 2020 September 15, 2028 5.625% 415,000 408,090 415,000 407,104 Lightpath Senior Secured Notes: September 29, 2020 September 15, 2027 3.875% 450,000 443,046 450,000 441,739 Lightpath Term Loan November 30, 2027 7.568% 588,000 575,478 594,000 579,119 Lightpath Revolving Credit Facility (e) — — — — 1,453,000 1,426,614 1,459,000 1,427,962 Collateralized indebtedness (see Note 12) 1,759,017 1,746,281 1,759,017 1,706,997 Finance lease obligations (see Note 9) 244,595 244,595 218,735 218,735 Notes payable and supply chain financing (d) 127,635 127,635 97,804 97,804 26,676,545 26,587,733 26,671,018 26,546,760 Less: current portion of credit facility debt (71,643) (71,643) (78,750) (78,750) Less: current portion of senior notes — — (649,024) (635,310) Less: current portion of collateralized indebtedness (f) (1,759,017) (1,746,281) — — Less: current portion of finance lease obligations (129,657) (129,657) (109,204) (109,204) Less: current portion of notes payable and supply chain financing (127,496) (127,496) (94,049) (94,049) (2,087,813) (2,075,077) (931,027) (917,313) Long-term debt $ 24,588,732 $ 24,512,656 $ 25,739,991 $ 25,629,447 (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, 2022, $130,994 of the revolving credit facility was restricted for certain letters of credit issued on behalf of the Company and $769,006 of the facility was undrawn and available, subject to covenant limitations. See discussion below regarding the Twelfth Amendment to the CSC Revolving Credit Facility for the maturity date. (c) The revolving credit facility of an aggregate principal amount of $2,475,000 is priced at SOFR plus 2.25%. See discussion of the Twelfth Amendment to the CSC Holdings credit facilities agreement below for the maturity date. (d) Includes $123,880 related to supply chain financing agreements that is required to be repaid within one year from the date of the respective agreement. (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. (f) The indebtedness is collateralized by shares of Comcast common stock. In January 2023, the Company settled this debt by delivering shares of Comcast common stock and the related equity derivative contracts. (g) Approximately $1,299,158 of the Term Loan B and approximately $700,174 of the Incremental Term Loan B-3 were repaid with proceeds from the Incremental Term Loan B-6 entered into by the Company in December 2022. 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 ($1,535,842 outstanding at December 31, 2022) (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 ($1,575,000 outstanding at December 31, 2022) (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 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% 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 October 2019, CSC Holdings entered into a $3,000,000 ($2,917,500 outstanding at December 31, 2022), 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, 2.50% 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. On July 13, 2022, CSC Holdings entered into an amendment (the "Twelfth Amendment") under its existing credit facilities agreement. The Twelfth Amendment provides for, among other things, an extended maturity on the CSC Revolving Credit Facility until the date that is the earlier of (i) July 13, 2027 and (ii) April 17, 2025 if, as of such date, any Term Loan B borrowings are still outstanding, unless the Term Loan B maturity date has been extended to a date falling after July 13, 2027. Interest on borrowings under the Twelfth Amendment are calculated based on the Term Secured Overnight Financing Rate ("SOFR") or alternative base rate borrowings, at a rate per annum equal to the Term SOFR rate (plus a Term SOFR credit adjustment spread of 0.10%) 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 Term SOFR loan, 2.25% per annum. On December 19, 2022, CSC Holdings entered into the thirteenth amendment under its existing credit facilities agreement (the "Thirteenth Amendment" or "Incremental Term Loan B-6"). The Incremental Term Loan B-6 provides for, among other things, new refinancing term loan commitments in an aggregate principal amount of $2,001,942 issued with an original issue discount of 200 basis points, with an extended maturity until the date that is 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. Interest on the Incremental Term Loan B-6 will be calculated at a rate per annum equal to the Term SOFR 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, 3.50% per annum and (ii) with respect to any Term SOFR loan, 4.50% per annum. The proceeds from the Incremental Term Loan B-6 were used to refinance (including by way of cashless roll) a portion of the Company's Term Loan B and Incremental Term Loan B-3. The Company is required to make scheduled quarterly payments equal to 0.25% (or $5,004) of the principal amount of the Incremental Term Loan B-6, beginning with the fiscal quarter ended June 30, 2023. During the year ended December 31, 2022, CSC Holdings borrowed $2,315,000 under its revolving credit facility and repaid $1,640,000 of amounts outstanding under the revolving credit facility. A portion of these borrowings were used to redeem at maturity $649,024 aggregate outstanding principal amount of CSC Holdings 5.875% senior notes due September 2022. 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, 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 Senior Guaranteed Notes and Senior 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 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 99.5% 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, 2022 and 2021, 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. As of December 31, 2022, 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. 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: For the Year Ended December 31, 2022 Refinancing of CSC Holdings Term Loan B and Incremental Term Loan B-3 $ 575 For the Year Ended December 31, 2021 Repayment of CSC Holdings 5.500% Senior Guaranteed Notes due 2026 $ 51,712 For the Year Ended December 31, 2020: Repayment of CSC Holdings 5.375% Senior Guaranteed Notes due 2023 $ 26,721 Repayment of CSC Holdings 7.75% Senior Notes due 2025 35,375 Repayment of CSC Holdings 10.875% Senior Notes due 2025 136,249 Repayment of CSC Holdings 6.625% Senior Guaranteed Notes due 2025 52,144 $ 250,489 Summary of Debt Maturities The future principal payments under the Company's various debt obligations outstanding as of December 31, 2022, 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, 2023 (a) $ 1,958,156 2024 826,788 2025 (b) 3,141,414 2026 567,223 2027 5,141,519 Thereafter (c) 14,796,850 (a) Includes $1,759,017 principal amount related to the Company's collateralized indebtedness. In January 2023, the Company settled this debt by delivering shares of Comcast common stock and the related equity derivative contracts. (b) Includes $1,575,000 principal amount related to the CSC Holdings' revolving credit facility that is due on the earlier of (i) July 13, 2027 and (ii) April 17, 2025 if, as of such date, any Term Loan B borrowings are still outstanding, unless the Term Loan B maturity date has been extended to a date falling after July 13, 2027. (c) Includes $2,001,942 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. |