DEBT

The following table provides details of the Company's outstanding credit facility debt:



				September 30, 2018				December 31, 2017
	Maturity Date	Interest Rate		Principal Amount		Carrying Amount (a)		Principal Amount		Carrying Amount (a)
CSC Holdings Restricted Group:
Revolving Credit Facility (b)	$20,000 on October 9, 2020, remaining balance on November 30, 2021	5.40	%	$	575,000	$	554,908	$	450,000	$	425,488
Term Loan Facility	July 17, 2025	4.41	%	2,962,500		2,946,318		2,985,000		2,967,818
Incremental Term Loan Facility	January 25, 2026	4.66	%	1,496,250		1,478,995		—		—
Cequel:
Revolving Credit Facility (c)	$65,000 on November 30, 2021, and remaining balance on April 5, 2023	—	%	—		—		—		—
Term Loan Facility	July 28, 2025	4.49	%	1,249,188		1,241,272		1,258,675		1,250,217
				$	6,282,938	6,221,493		$	4,693,675	4,643,523
Less: Current portion						57,650				42,650
Long-term debt						$	6,163,843			$	4,600,873


(a)	The carrying amount is net of the unamortized deferred financing costs and/or discounts/premiums.


(b)	At September 30, 2018, $139,929 of the revolving credit facility was restricted for certain letters of credit issued on behalf of the Company and $1,585,071 of the facility was undrawn and available, subject to covenant limitations.


(c)	At September 30, 2018, $7,636 of the revolving credit facility was restricted for certain letters of credit issued on behalf of the Company and $342,364 of the facility was undrawn and available, subject to covenant limitations.

In January 2018, CSC Holdings borrowed $150,000 under its revolving credit facility and entered into a new $1,500,000 incremental term loan facility (the "Incremental Term Loan") under its existing credit facilities agreement. The Incremental Term Loan was priced at 99.5% and will mature on January 25, 2026. The Incremental Term Loan is comprised of eurodollar borrowings or alternate base rate borrowings, and bears interest at a rate per annum equal to the adjusted LIBO 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, 1.50% per annum and (ii) with respect to any eurodollar loan, 2.50% per annum.

The Company made a voluntary repayment of $600,000 under the CSC Holdings revolving credit facility in January 2018.

On March 22, 2018, Altice US Finance I Corporation, an indirect wholly-owned subsidiary of the Company, entered into a Fourth Amendment to the Cequel Credit Agreement (Extension Amendment), by and among the borrower, the Revolving Consent Lenders (as defined in the Fourth Amendment) and JPMorgan Chase Bank, N.A., as administrative agent for the lenders (the “Fourth Amendment”). The Fourth Amendment amends and supplements the Borrower’s credit agreement, dated as of June 12, 2015, as amended by the first amendment (refinancing amendment), dated as of October 25, 2016, the second amendment (extension amendment), dated as of December 9, 2016, and the third amendment (incremental loan assumption agreement and refinancing amendment), dated as of March 15, 2017, as so amended and as may be further amended, restated, modified or supplemented from time to time and as further amended by the Fourth Amendment among, inter alios, the borrower, the lenders party thereto and the administrative agent.

The Fourth Amendment extends the maturity date of the revolving loans and/or commitments of the Revolving Consent Lenders to April 5, 2023. The Fourth Amendment and the extended maturity date will not apply to the revolving loans and/or commitments of revolving lenders under the Cequel Credit Agreement that are not Revolving Consent Lenders.

In July 2018, the Company borrowed $575,000 under the CSC Holdings revolving credit facility agreement and used a portion of the proceeds to repay the $500,000 principal amount of senior notes due July 15, 2018.

As of September 30, 2018, the Company was in compliance with all of its financial covenants under the CSC Holdings credit facilities agreement and the Cequel credit facilities agreement.

Senior Guaranteed Notes, Senior Secured Notes and Senior Notes and Debentures

The following table summarizes the Company's senior guaranteed notes, senior secured notes and senior notes and debentures:



							September 30, 2018				December 31, 2017
Date Issued	Maturity Date	Interest Rate					Principal Amount		Carrying Amount (a)		Principal Amount		Carrying Amount (a)
CSC Holdings Senior Notes:
February 6, 1998	February 15, 2018	7.875	%	(b)	(f)	(o)	$	—	$	—	$	300,000	$	301,184
July 21, 1998	July 15, 2018	7.625	%	(b)	(f)	(q)	—		—		500,000		507,744
February 12, 2009	February 15, 2019	8.625	%	(c)	(f)		526,000		531,206		526,000		541,165
November 15, 2011	November 15, 2021	6.750	%	(c)	(f)		1,000,000		966,913		1,000,000		960,146
May 23, 2014	June 1, 2024	5.250	%	(c)	(f)		750,000		668,918		750,000		660,601
October 9, 2015	January 15, 2023	10.125	%	(e)			1,800,000		1,780,504		1,800,000		1,777,914
October 9, 2015	October 15, 2025	10.875	%	(e)			1,684,221		1,662,507		1,684,221		1,661,135
CSC Holdings Senior Guaranteed Notes:
October 9, 2015	October 15, 2025	6.625	%	(e)			1,000,000		987,707		1,000,000		986,717
September 23, 2016	April 15, 2027	5.500	%	(g)			1,310,000		1,304,816		1,310,000		1,304,468
January 29, 2018	February 1, 2028	5.375	%	(n)			1,000,000		991,896		—		—
Cablevision Senior Notes (k):
April 15, 2010	April 15, 2018	7.750	%	(c)	(f)	(o)	—		—		750,000		754,035
April 15, 2010	April 15, 2020	8.000	%	(c)	(f)		500,000		494,445		500,000		492,009
September 27, 2012	September 15, 2022	5.875	%	(c)	(f)		649,024		582,236		649,024		572,071
Cequel and Cequel Capital Senior Notes (l):
Oct. 25, 2012 Dec. 28, 2012	September 15, 2020	6.375	%	(d)	(m)		—		—		1,050,000		1,027,493
May 16, 2013 Sept. 9, 2014	December 15, 2021	5.125	%	(d)			1,250,000		1,157,405		1,250,000		1,138,870
June 12, 2015	July 15, 2025	7.750	%	(i)			620,000		605,540		620,000		604,374
April 5, 2018	April 1, 2028	7.500	%	(p)			1,050,000		1,048,222		—		—
Altice US Finance I Corporation Senior Secured Notes (l):
June 12, 2015	July 15, 2023	5.375	%	(h)			1,100,000		1,084,542		1,100,000		1,082,482
April 26, 2016	May 15, 2026	5.500	%	(j)			1,500,000		1,488,881		1,500,000		1,488,024
							$	15,739,245	15,355,738		$	16,289,245	15,860,432
Less: current portion									531,206				507,744
Long-term debt									$	14,824,532			$	15,352,688


(a)	The carrying amount is net of the unamortized deferred financing costs and/or discounts/premiums.


(b)	The debentures are not redeemable by CSC Holdings prior to maturity.


(c)	Notes are redeemable at any time at a specified "make-whole" price plus accrued and unpaid interest to the redemption date.


(d)	The Company may redeem some or more of all the notes at the redemption price set forth in the relevant indenture, plus accrued and unpaid interest.

(e)

The Company may redeem some or all of the 2023 Notes at any time on or after January 15, 2019, and some or all of the 2025 Notes and 2025 Guaranteed Notes at any time on or after October 15, 2020, at the redemption prices set forth in the relevant indenture, plus accrued and unpaid interest, if any. The Company may also redeem up to 40% of each series of the notes using the proceeds of certain equity offerings before October 15, 2018, at a redemption price equal to 110.125% for the 2023 Notes, 110.875% for the 2025 Notes and 106.625% for the 2025 Guaranteed Notes, in each case plus accrued and unpaid interest. In addition, at any time prior to January 15, 2019, CSC Holdings may redeem some or all of the 2023 Notes, and at any time prior to October 15, 2020, the Company may redeem some or all of the 2025 Notes and the 2025 Guaranteed Notes, at a price equal to 100% of the principal amount thereof, plus a “make whole” premium specified in the relevant indenture plus accrued and unpaid interest.


(f)	The carrying value of the notes was adjusted to reflect their fair value on the date of the Cablevision Acquisition (aggregate reduction of $52,788 at the date of the acquisition).

(g)

The 2027 Guaranteed Notes are redeemable at any time on or after April 15, 2022 at the redemption prices set forth in the indenture, plus accrued and unpaid interest, if any. In addition, up to 40% may be redeemed for each series of the 2027 Guaranteed Notes using the proceeds of certain equity offerings before October 15, 2019, at a redemption price equal to 105.500%, plus accrued and unpaid interest.


(h)	Some or all of these notes may be redeemed at any time on or after July 15, 2018, plus accrued and unpaid interest, if any.


(i)	Some or all of these notes may be redeemed at any time on or after July 15, 2020, plus accrued and unpaid interest, if any.


(j)	Some or all of these notes may be redeemed at any time on or after May 15, 2021, plus accrued and unpaid interest, if any. Up to 40% of the notes may be redeemed using the proceeds of certain equity offerings before May 15, 2019, at a redemption price equal to 105.500%.


(k)	The issuers of these notes have no ability to service interest or principal on the notes, other than through any dividends or distributions received from CSC Holdings. CSC Holdings is restricted, in certain circumstances, from paying dividends or distributions to the issuers by the terms of the CSC Holdings credit facilities agreement.

(l)

The issuers of these notes have no ability to service interest or principal on the notes, other than through any contributions/distributions from Cequel Communications, LLC (an indirect subsidiary of Cequel and the parent of Altice US Finance I). Cequel Communications, LLC is restricted in certain circumstances, from paying dividends or distributions to the issuers by the terms of the Cequel credit facilities agreement.


(m)	These notes were repaid in April 2018 with the proceeds from the issuance of new senior notes.

(n)

The 2028 Guaranteed Notes are redeemable at any time on or after February 1, 2023 at the redemption prices set forth in the indenture, plus accrued and unpaid interest, if any. In addition, up to 40% of the original aggregate principal amount of the notes may be redeemed using the proceeds of certain equity offerings before February 1, 2021, at a redemption price equal to 105.375%, plus accrued and unpaid interest.


(o)	These notes were repaid in February 2018 with the proceeds from the 2028 Guaranteed Notes (defined below) and with the proceeds from the Incremental Term Loan.

(p)

The 2028 Senior Notes are redeemable at any time prior to April 1, 2023 at a redemption price equal to 100% of the principal amount thereof plus the applicable premium plus accrued and unpaid interest, if any. Up to 40% of the original aggregate principal amount of the 2028 Senior Notes may be redeemed using the proceeds of certain equity offerings before April 1, 2021, at a redemption price equal to 107.50% of the principal amount, plus accrued and unpaid interest. In addition, the 2028 Senior Notes are redeemable at any time on or after April 1, 2023 at the redemption prices set forth in indenture, plus accrued and unpaid interest.


(q)	These notes were repaid in July 2018 with borrowings under CSC Holdings revolving credit facility agreement.

In January 2018, CSC Holdings issued $1,000,000 aggregate principal amount of 5.375% senior guaranteed notes due February 1, 2028 (the "2028 Guaranteed Notes"). The 2028 Guaranteed Notes are senior unsecured obligations and rank pari passu in right of payment with all of the existing and future senior indebtedness, including the existing senior notes and the CVC Credit Facilities and rank senior in right of payment to all of existing and future subordinated indebtedness.

The proceeds from the 2028 Guaranteed Notes, together with proceeds from the Incremental Term Loan (discussed above), borrowings under the CVC revolving credit facility and cash on hand, were used in February 2018 to repay $300,000 principal amount of CSC Holdings' senior notes due in February 2018 and $750,000 principal amount of Cablevision senior notes due in April 2018 and a portion was used to fund the dividend of $1,499,935 to the Company's stockholders immediately prior to and in connection with the Distribution discussed in Note 1. In connection with the redemption of Cablevision senior notes, the Company paid a call premium of approximately $7,019, which was recorded as a loss on extinguishment of debt and also recorded a write-off of the unamortized premium of $2,314.

In April 2018, Cequel Communications Holdings I, LLC and Cequel Capital Corporation each an indirect, wholly owned subsidiary of the Company, issued $1,050,000 aggregate principal amount of 7.50% senior notes due April 1, 2028 (the "2028 Senior Notes"). The proceeds of these notes were used in April 2018 to redeem the $1,050,000 aggregate principal amount 6 3/8% senior notes due September 15, 2020. In connection with the redemption of these notes, the Company paid a call premium of approximately $16,737, which was recorded as a loss on extinguishment of debt and also recorded a write-off of deferred financings costs aggregating $20,173.

The indentures under which the senior notes and debentures were issued contain various covenants. The Company was in compliance with all of its financial covenants under these indentures as of September 30, 2018.

Notes Payable to Affiliates and Related Parties

On June 21, 2016, in connection with the Cablevision acquisition, the Company issued notes payable to affiliates and related parties aggregating $1,750,000, of which $875,000 bore interest at 10.75% and matured on December 20, 2023 and $875,000 bore interest at 11% and matured on December 20, 2024.

In connection with the Company's IPO in June 2017, the Company converted the notes payable to affiliates and related parties (together with accrued and unpaid interest of $529 and applicable premium of $513,723) into shares of the Company’s common stock at the IPO price. The premium was recorded as a loss on extinguishment of debt on the Company's statement of operations in the second quarter of 2017. In connection with the conversion of the notes, the Company recorded a credit to paid in capital of $2,264,252 in the second quarter of 2017.

For the nine months ended September 30, 2017, the Company recognized $90,405 of interest expense related to these notes prior to their conversion.

Summary of Debt Maturities

The future maturities of debt payable by the Company under its various debt obligations outstanding as of September 30, 2018, including notes payable, collateralized indebtedness (see Note 10), and capital leases, are as follows:



Years Ending December 31,	Cablevision		Cequel		Total
2018	$	30,678	$	6,446	$	37,124
2019	598,210		43,999		642,209
2020	550,396		12,720		563,116
2021	3,083,892		1,262,729		4,346,621
2022	697,147		12,739		709,886
Thereafter	11,815,174		5,466,230		17,281,404