Press release from Business Wire
Cablevision Announces Cash Tender Offers for Senior Notes
Thursday, September 13, 2012
BETHPAGE, N.Y. (Business Wire) -- CSC Holdings, LLC (the “Company”), a subsidiary of Cablevision Systems Corporation (NYSE: CVC), announced today the commencement of tender offers on the terms set forth in the table below for the outstanding senior notes listed in the table below (the “Senior Notes”).
The terms and conditions of each tender offer are described in the Offer to Purchase and related Letter of Transmittal to be distributed to holders of Senior Notes.
|Title of Security and CUSIP Numbers||Outstanding Principal Amount||Acceptance Priority Level||Base Offer Consideration (1)(2)||Early Tender Premium(1)||Total Offer Consideration (1)(3)|
8.50% Senior Notes due June 15, 2015
(CUSIP No. 126307 AB3; ISIN No. US126307 AB34)
8.50% Senior Notes due April 15, 2014
(CUSIP No. 126307 AA5; ISIN No. US126307 AA50)
|(1)||Per $1,000 principal amount of Senior Notes.|
|(2)||Calculated as the applicable Total Offer Consideration less the applicable Early Tender Premium.|
|(3)||Includes the applicable Early Tender Premium per $1,000 principal amount of Senior Notes for each series of Senior Notes (the “Early Tender Premium”).|
The tender offers will expire at 11:59 p.m. New York City time, on October 11, 2012, unless extended or earlier terminated (such time and date, as the same may be extended with respect to any series of Senior Notes, the “Expiration Date”). Holders must validly tender their Senior Notes prior to 5:00 p.m., New York City time, on September 26, 2012 (the “Early Tender Date”), unless extended, in order to be eligible to receive the applicable Total Consideration. Holders who validly tender their Senior Notes after the Early Tender Date but prior to the Expiration Date and whose Senior Notes are accepted for purchase will receive the applicable tender offer consideration, namely the Total Consideration less the Early Tender Premium of $30 per $1,000 principal amount of Senior Notes.
Acceptance of Senior Notes for purchase in the tender offers is subject to a maximum aggregate purchase price of $400 million (the “Maximum Notes Purchase Price”), acceptance priorities and proration, all as described in the Offer to Purchase. All Senior Notes that are tendered for purchase prior to the Early Tender Date will have priority over any Senior Notes that are tendered for purchase after the Early Tender Date. Accordingly, if the aggregate purchase price for Senior Notes tendered for purchase prior to the Early Tender Date equals or exceeds the Maximum Notes Purchase Price, no Senior Notes tendered for purchase after the Early Tender Date will be accepted for purchase (even if they are Acceptance Priority Level 1).
Payments of the applicable consideration for the Senior Notes validly tendered and not validly withdrawn on or prior to the Early Tender Date and accepted for purchase will be made promptly after the Early Tender Date. Payments of the applicable consideration for the Senior Notes validly tendered and not validly withdrawn after the Early Tender Date but on or prior to the Expiration Date and accepted for purchase will be made promptly after the Expiration Date. In addition to the applicable consideration, the Company will pay in cash accrued and unpaid interest on all validly tendered Senior Notes accepted for purchase in the tender offers up to, but not including, the applicable payment date.
The tender offers will not be conditioned upon any minimum number of Senior Notes being tendered. However, completion of the tender offers will be subject to certain conditions, including completion of the Cablevision's proposed offering of senior notes, as more fully described in the Offer to Purchase. The Company expects to use the funds invested in it by Cablevision from the net proceeds from that offering for these tender offers for the Senior Notes, for repaying $100 million of its Term Loan B-2 and for general corporate purposes.
BofA Merrill Lynch, J.P. Morgan Securities LLC, Barclays Capital Inc. and BNP Paribas Securities Corp. are acting as Dealer Managers for the tender offers. The Information Agent for the tender offers is MacKenzie Partners Inc. Holders with questions regarding the tender offers should contact BofA Merrill Lynch at (888) 292-0070 (toll-free) and (646) 855-3401 (collect), J.P. Morgan Securities LLC at (800) 245-8812 (toll-free) and (212) 270-1200 (collect), Barclays Capital Inc. at (800) 438-3242 (toll-free) and (212) 528-7581 (collect), or BNP Paribas Securities Corp. at (888) 210-4538 (toll-free) and (212) 841-3059 (collect).
Requests for copies of any Offer to Purchase or Letter of Transmittal should be directed to the Information Agent, MacKenzie Partners Inc., at (800) 322-2885 (toll-free) or (212) 929-5500 (collect).
None of the Company, the Dealer Managers or the Information Agent is making any recommendations to holders of Senior Notes as to whether to tender or refrain from tendering their Senior Notes in the tender offers. Holders of Senior Notes must decide how many Senior Notes they will tender, if any.
Cablevision Systems Corporation is one of the nation's leading media and telecommunications companies. In addition to delivering its Optimum-branded cable, Internet, and voice offerings throughout the New York area, the Company owns and operates cable systems serving homes in four Western states. Cablevision's local media properties include News 12 Networks, MSG Varsity and Newsday Media Group. Cablevision also owns and operates Clearview Cinemas. Additional information about Cablevision is available on the Web at www.cablevision.com.
This press release may contain statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties, and that actual results or developments may differ materially from those in the forward-looking statements as a result of various factors, including financial community and rating agency perceptions of the company and its business, operations, financial condition and the industries in which it operates and the factors described in the company's filings with the Securities and Exchange Commission, including the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained therein. The company disclaims any obligation to update any forward-looking statements contained herein.
Cablevision Systems Corporation
Kelly McAndrew, 516-803-2351
Bret Richter, 516-803-2262
Senior Vice President
Financial Strategy & Development