CSC Holdings Increases Maximum Purchase Price and Extends Early Tender Date and Withdrawal Deadline for Its Previously Announced Tender Offers

AddThis Social Bookmark Button

BETHPAGE, N.Y.-(Business Wire)-September 23, 2009 - CSC Holdings, Inc. (the “Company”), a subsidiary of Cablevision Systems Corporation (NYSE: CVC), announced today that it has increased the maximum purchase price and extended the early tender date and withdrawal deadline for its previously announced tender offers.

The aggregate purchase price (including the early tender premiums listed below) of outstanding notes to be purchased in the tender offers for the senior notes listed in the table below (the "Senior Notes") will increase from $900 million to $975 million (the "Maximum Purchase Price"). The early tender date for the tender offers has been extended until today, September 23, 2009, at 5:00 p.m. New York City time (the “Early Tender Date”), unless the Company further extends the Early Tender Date or terminates the tender offers prior to such date. The Company has also extended the withdrawal deadline for the tender offers to today, September 23, 2009, at 5:00 p.m New York City time.

CUSIP
Number

  Title of Security   Aggregate
Principal Amount
Outstanding
  Acceptance
Priority
Level
  Early Tender
Premium Per
$1,000
Principal
Amount
  Total
Consideration
Per $1,000
Principal
Amount*
126304AP9   7.625% Senior Notes due 2011   $1,000,000,000   1   $30.00   $1,050.00
126304AR5   6.750% Senior Notes due 2012   $500,000,000   2   $30.00   $1,046.25

*Includes the applicable early tender premium per $1,000 principal amount of Senior Notes for each series set forth in the table.

The terms and conditions of each tender offer are described in the Offer to Purchase and related Letter of Transmittal distributed to holders of Senior Notes, as amended by the Company’s news release dated September 10, 2009 and this news release. Except as described in this news release, none of the terms of the tender offers are being amended.

As of 5:00 p.m., New York City time, on September 22, 2009, the aggregate principal amount of 7.625% Senior Notes due 2011 validly tendered and not withdrawn was $670,049,000, and the aggregate principal amount of 6.750% Senior Notes due 2012 validly tendered and not withdrawn was $292,931,000.

The amounts of each series of Senior Notes that are purchased in the applicable tender offers will be determined in accordance with the “Acceptance Priority Level” (in numerical priority order) as set forth in the table above, subject to the Maximum Purchase Price. Subject to the terms and conditions of the applicable tender offers, the Company will accept for purchase any and all Senior Notes with an Acceptance Priority Level of “1” (the “First Priority Notes”) that are validly tendered and not validly withdrawn. The Company will accept for purchase Senior Notes that are not First Priority Notes in order of Acceptance Priority Level up to an aggregate purchase price that, together with the aggregate purchase price of the First Priority Notes accepted for purchase, is less than or equal to the Maximum Purchase Price. In the event that no additional tenders are received after 5:00 p.m. New York City time, on September 22, 2009, neither preference for First Priority Notes nor pro ration of tenders will be necessary due to the increase in the Maximum Purchase Price to $975 million.

Each tender offer will expire at 11:59 p.m. New York City time, on October 6, 2009, 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 the Early Tender Date 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.

Payments of the applicable consideration for the Senior Notes validly tendered and not validly withdrawn 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 payment date. The tender offers are not conditioned upon any minimum number of Senior Notes being tendered. However, completion of the tender offers is subject to certain conditions, including completion of Cablevision Systems Corporation’s offering of senior notes, as more fully described in the Offer to Purchase. Cablevision Systems Corporation expects to use the net proceeds of that offering to purchase shares of the Company’s common stock, which will in turn use the proceeds from the sale of common stock, plus cash on hand to fund purchases of the Senior Notes pursuant to the tender offers up to the Maximum Purchase Price.

BofA Merrill Lynch, Citigroup Global Markets Inc., and Credit Suisse Securities (USA) LLC 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, Liability Management Group at (888) 292-0700 (toll free) or (646) 855-3401 (collect), Citigroup Global Markets Inc. at (800) 558-3745 (toll free) or (212) 723-6106 (collect), or Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll free) or (212) 538-1862 (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 entertainment companies. Its cable television operations serve more than 3 million households in the New York metropolitan area. The company's advanced telecommunications offerings include its iO TV® digital television, Optimum Online® high-speed Internet, Optimum Voice® digital voice-over-cable, and its Optimum Lightpath integrated business communications services. Cablevision operates several successful programming businesses, including AMC, IFC, Sundance Channel and WE tv, through Rainbow Media Holdings LLC, and serves the New York area as publisher of Newsday and other niche publications through Newsday Media Group. In addition to these businesses, Cablevision owns Madison Square Garden and its sports teams, the New York Knicks, Rangers and Liberty. The company also operates New York's famed Radio City Music Hall, the Beacon Theatre, and the Chicago Theatre, and owns and operates Clearview Cinemas.

This press release contains 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 industry 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 the forward-looking statements contained herein.

CSC Holdings, Inc.’s obligation to accept any securities tendered and to pay the applicable consideration for them is set forth solely in the Offer to Purchase and related Letter of Transmittal.

This news release is not an offer to purchase or a solicitation of an acceptance of the tender offers. CSC Holdings, Inc. may extend or, subject to certain conditions, terminate the tender offers at any time and in its sole discretion.

Send this news item to a friend.

Print This Page

AddThis Social Bookmark Button


Join Our Email List
Receive Updates On Features, Specials & Offers  
For Email Marketing you can trust



Search Our News Using Google Search

Can't find what you want? Try using Google:

Google