CSC Holdings Announces Early Tender Results
BETHPAGE, N.Y.-(Business Wire)-September 24, 2009 - CSC Holdings, Inc. (the “Company”), a subsidiary of Cablevision Systems Corporation (NYSE: CVC), announced today that as of 5:00 p.m., New York City time on September 23, 2009 (the “Early Tender Date”), the following principal amounts of the senior notes listed in the table below (the “Senior Notes”) have been tendered in connection with its previously announced cash tender offers for up to $975 million aggregate purchase price (the “Maximum Purchase Price”) of Senior Notes.
| CUSIP Number | Title of Security | Aggregate Principal Amount Outstanding | Acceptance Priority Level | Principal Amount Tendered | ||||||||
| 126304AP9 | 7.625% Senior Notes due 2011 | $1,000,000,000 | 1 | $670,049,000 | ||||||||
| 126304AR5 | 6.750% Senior Notes due 2012 | $500,000,000 | 2 | $292,931,000 |
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 September 23, 2009.
Holders who validly tendered (and did not validly withdraw) their Senior Notes on or before the Early Tender Date and whose Senior Notes are accepted for purchase will receive the applicable Total Consideration of $1,050.00 per $1,000 principal amount of 7.625% Senior Notes due 2011 (the “2011 Notes”) and $1,046.25 per $1,000 principal amount of $6.750% Senior Notes due 2012 (the “2012 Notes”), in each case including the Early Tender Premium of $30.00 per $1,000 principal amount of Senior Notes. Withdrawal rights for Senior Notes tendered in the tender offers have expired.
Holders of Senior Notes may still tender their Senior Notes on or before 11:59 p.m. New York City time, on October 6, 2009 (the “Expiration Date”). Holders who validly tender their Senior Notes after the Early Tender Date and on or before the Expiration Date and whose Senior Notes are accepted for purchase will receive the applicable Base Offer Consideration of $1,020.00 per $1,000 principal amount of 2011 Notes and $1,016.25 per $1,000 principal amount of 2012 Notes.
Payments of the applicable consideration for the Senior Notes validly tendered and not validly withdrawn on or prior to the Expiration Date and accepted for purchase will be made promptly after the Expiration Date.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 as are more fully described in the Offer to Purchase.
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.
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