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DEBT
6 Months Ended
Jun. 30, 2019
Debt Disclosure [Abstract]  
DEBT DEBT
The following table provides details of the Company's outstanding debt:
 
 
 
 
Interest Rate at June 30, 2019
 
June 30, 2019
 
December 31, 2018
Date Issued
 
Maturity Date
 
 
Principal Amount
 
Carrying Amount (a)
 
Principal Amount
 
Carrying Amount (a)
CSC Holdings Senior Notes:
 
 
 
 
 
 
 
 
 
 
February 12, 2009
 
February 15, 2019
 
8.625
%
 
$

 
$

 
$
526,000

 
$
527,749

November 15, 2011
 
November 15, 2021
 
6.750
%
 
1,000,000

 
974,093

 
1,000,000

 
969,285

May 23, 2014
 
June 1, 2024
 
5.250
%
 
750,000

 
677,720

 
750,000

 
671,829

October 9, 2015
 
January 15, 2023
 
10.125
%
 

 

 
1,800,000

 
1,781,424

October 9, 2015
 
October 15, 2025
 
10.875
%
 
1,684,221

 
1,664,092

 
1,684,221

 
1,663,027

November 27, 2018
 
December 15, 2021
 
5.125
%
 
1,240,762

 
1,168,267

 
1,240,762

 
1,155,264

November 27, 2018
 
July 15, 2025
 
7.750
%
 
617,881

 
604,712

 
617,881

 
603,889

November 27, 2018
 
April 1, 2028
 
7.500
%
 
1,045,882

 
1,044,209

 
1,045,882

 
1,044,143

CSC Holdings Senior Guaranteed Notes:
 
 
 
 
 
 
 
 
October 9, 2015
 
October 15, 2025
 
6.625
%
 
1,000,000

 
988,750

 
1,000,000

 
988,052

September 23, 2016
 
April 15, 2027
 
5.500
%
 
1,310,000

 
1,305,177

 
1,310,000

 
1,304,936

January 29, 2018
 
February 1, 2028
 
5.375
%
 
1,000,000

 
992,403

 
1,000,000

 
992,064

November 27, 2018
 
July 15, 2023
 
5.375
%
 
1,095,825

 
1,080,114

 
1,095,825

 
1,078,428

November 27, 2018
 
May 15, 2026
 
5.500
%
 
1,498,806

 
1,485,076

 
1,498,806

 
1,484,278

January 24, 2019
 
February 1, 2029
 
6.500
%
 
1,750,000

 
1,746,881

 

 

Cablevision Senior Notes (b):
 
 
 
 
 
 
 
 
 
 
April 15, 2010
 
April 15, 2020
 
8.000
%
 
500,000

 
497,045

 
500,000

 
495,302

September 27, 2012
 
September 15, 2022
 
5.875
%
 
649,024

 
593,104

 
649,024

 
585,817

October 19, 2018
 
December 15, 2021 (e)
 
5.125
%
 
8,886

 
8,367

 
8,886

 
8,274

October 19, 2018
 
July 15, 2025
 
7.750
%
 
1,740

 
1,692

 
1,740

 
1,690

October 19, 2018
 
April 1, 2028
 
7.500
%
 
4,118

 
4,111

 
4,118

 
4,110

 
 
15,157,145

 
14,835,813

 
15,733,145

 
15,359,561

CSC Holdings Credit Facility Debt (Restricted Group):
 
 
 
 
 
 
 
 
Revolving Credit Facility (c) (d)
 
4.730
%
 
622,857

 
609,754

 
250,000

 
231,425

Term Loan B
 
July 17, 2025
 
4.644
%
 
2,940,000

 
2,925,564

 
2,955,000

 
2,939,425

Incremental Term Loan B-2
 
January 25, 2026
 
4.894
%
 
1,485,000

 
1,469,340

 
1,492,500

 
1,475,778

Incremental Term Loan B-3
 
January 15, 2026
 
4.644
%
 
1,271,813

 
1,266,155

 
1,275,000

 
1,268,931

Incremental Term Loan B-4
 
April 15, 2027
 
5.394
%
 
1,000,000

 
986,518

 

 

 
7,319,670

 
7,257,331

 
5,972,500

 
5,915,559

Collateralized indebtedness (see Note 11)
1,459,638

 
1,417,647

 
1,459,638

 
1,406,182

Finance lease obligations (see Note 8)
27,096

 
27,096

 
25,190

 
25,190

Notes payable and supply chain financing (f)
102,622

 
102,622

 
106,108

 
106,108

 
24,066,171

 
23,640,509

 
23,296,581

 
22,812,600

Less: current portion of senior notes debt
(508,886
)
 
(505,412
)
 

 

Less: current portion of credit facility debt
(67,750
)
 
(67,750
)
 
(54,563
)
 
(54,563
)
Less: current portion of notes payable and supply chain financing
(80,597
)
 
(80,597
)
 
(98,134
)
 
(98,134
)
Less: current portion of finance lease obligations
(6,464
)
 
(6,464
)
 
(5,928
)
 
(5,928
)
 
 
(663,697
)
 
(660,223
)
 
(158,625
)
 
(158,625
)
Long-term debt
$
23,402,474

 
$
22,980,286

 
$
23,137,956

 
$
22,653,975

 
(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)
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.
(c)
At June 30, 2019, $178,014 of the revolving credit facility was restricted for certain letters of credit issued on behalf of the Company and $1,674,129 of the facility was undrawn and available, subject to covenant limitations.
(d)
The revolving credit facility matures on January 31, 2024, however $200,000 is due on November 30, 2021. As discussed in Note 17, the balance of the revolving credit facility was repaid in July 2019 with proceeds from the issuance of $1,000,000 principal amount of senior notes due January 2030.
(e)
In July 2019, the Company redeemed $8,886 principal amount of these senior notes. As a result of the early redemption, the principal amount of these senior notes was reclassified from long-term debt to current debt.
(f)
Includes $39,856 related to supply chain financing agreements entered into in the second quarter of 2019 that is required to be repaid within one year from the date of the respective agreement.
In January 2019, CSC Holdings issued $1,500,000 in aggregate principal amount of senior guaranteed notes due 2029 ("CSC Holdings 2029 Guaranteed Notes"). The notes bear interest at a rate of 6.5% and will mature on February 1, 2029. The net proceeds from the sale of the notes were used to repay certain indebtedness, including to repay at maturity $526,000 aggregate principal amount of CSC Holdings' 8.625% senior notes due February 2019 plus accrued interest, redeem approximately $905,300 of the aggregate outstanding amount of CSC Holdings' 10.125% senior notes due 2023 at a redemption price of 107.594% plus accrued interest, and paid fees and expenses associated with the transactions. In connection with this refinancing, $526,000 of short-term senior notes were reclassified to long-term debt as of December 31, 2018.
In February 2019, CSC Holdings issued an additional $250,000 CSC Holdings 2029 Guaranteed Notes at a price of 101.75% of the principal value. The proceeds of these notes were used to repay amounts outstanding under the CSC Holdings Revolving Credit Facility.
During the six months ended June 30, 2019, CSC Holdings borrowed $950,000 under its revolving credit facility and repaid $577,143 of amounts outstanding under the revolving credit facility, a portion of which was funded from the proceeds of the issuance of an additional $250,000 principal amount of CSC Holdings 2029 Guaranteed Notes (see discussion above).
In January and May 2019, CSC Holdings amended its existing revolving credit facility. After the amendments, the total size of the revolving credit facility that the Company can draw upon as of June 30, 2019 amounted to $2,475,000, including $2,275,000 maturing in January 2024 and priced at LIBOR plus 2.25%. The remaining $200,000 matures in November 2021 and is priced at LIBOR plus 3.25%. In connection with the amendment entered into in May 2019, the Company recorded a write-off of deferred financing costs of $1,195.
In February 2019, CSC Holdings entered into a $1,000,000 senior secured Term Loan B ("Incremental Term Loan B-4") maturing on April 15, 2027, the proceeds of which were used to redeem $894,700 in aggregate principal amount of CSC Holdings’ 10.125% Senior Notes due 2023, representing the entire aggregate principal amount outstanding, and paying related fees, costs and expenses. The Incremental Term Loan B-4 bears interest at a rate per annum equal to LIBOR plus 3.0% and was issued with an original issue discount of 1.0%.
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.
As of June 30, 2019, the Company was in compliance with all of its financial covenants under the CSC Holdings Credit Facilities and with all of its financial covenants under the indentures under which the senior and senior guaranteed notes were issued.
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 upon the redemption of senior notes and the refinancing of credit facilities:
 
Three Months Ended
 
Six Months Ended
 
June 30, 2019
 
 
 
 
CSC Holdings 10.125% Senior Notes due 2023
$

 
$
154,666

Refinancing and subsequent amendment to CSC Holdings credit facility
1,194

 
4,430

 
$
1,194

 
$
159,096

 
 
 
 
 
Three Months Ended
 
Six Months Ended
 
June 30, 2018
Cablevision 7.75% Senior Notes due 2018
$
1

 
$
4,706

Cequel 6.375% Senior Notes due 2020
36,910

 
36,910

 
$
36,911

 
$
41,616


Summary of Debt Maturities
The future maturities of debt payable by the Company under its various debt obligations outstanding as of June 30, 2019, including notes payable and collateralized indebtedness (see Note 11), but excluding finance lease obligations (see Note 8), are as follows:
2019 (excluding the six months ended June 30, 2019)
$
74,124

2020
623,128

2021
3,776,104

2022
723,807

2023
1,164,330

Thereafter
17,677,582