CSC Holdings Increases Maximum Purchase Price for Cash Tender Offers for Senior Notes

BETHPAGE, N.Y.--()--CSC Holdings, LLC, (the “Company”) a subsidiary of Cablevision Systems Corporation (NYSE: CVC), announced today that it is increasing 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”) from $750 million to $1.25 billion (the “Maximum Purchase Price”).

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.

CUSIP
Numbers
  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*
126307 AB3   8.50% Senior Notes due 2015   $500,000,000   1   $30.00   $1,085.00
126304 AQ7, 126304 AR5 6.75% Senior Notes due 2012 $191,934,000 2 $20.00 $1,020.00
126307 AA5   8.50% Senior Notes due 2014   $834,000,000   3   $30.00   $1,125.00

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

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of “1” (the “First Priority Notes”) or “2” (the “Second Priority Notes”) that are validly tendered and not validly withdrawn. The Company will accept for purchase Senior Notes that are not First Priority Notes or Second 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 and Second Priority Notes accepted for purchase, is less than or equal to the Maximum Purchase Price. Senior Notes that are validly tendered and not validly withdrawn may be subject to proration in the event that the tender offers are oversubscribed. The Company may, subject to applicable law, increase or waive the Maximum Purchase Price, in its sole discretion.

Each tender offer will expire at 11:59 p.m. New York City time, on November 29, 2011, 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 at or prior to 5:00 p.m., New York City time, on November 14, 2011 (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.

Payment of the applicable consideration for 8.50% Senior Notes due 2015 and 6.75% Senior Notes due 2012 will be made promptly following (1) the Early Tender Date in respect of such notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase, and (2) the Expiration Date in respect of such notes validly tendered after the Early Tender Date but at or prior to the Expiration Date and accepted for purchase. Payment of the applicable consideration for the 8.50% Senior Notes due 2014 validly tendered and not validly withdrawn at 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 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 the Company’s proposed offering of senior notes, as more fully described in the Offer to Purchase. The Company expects to use the net proceeds of that offering, together with proceeds from an extension of its term A credit facility expected to be consummated in connection with the closing of that offering and cash on hand, to fund purchases of the Senior Notes pursuant to the tender offers up to the Maximum Purchase Price.

J.P. Morgan Securities LLC, BofA Merrill Lynch, Barclays Capital Inc., Citigroup Global Markets Inc. and UBS Securities, 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 J.P. Morgan Securities LLC, Liability Management Group at (866) 245-8812 (toll free) or (212) 270-1200 (collect), BofA Merrill Lynch, Liability Management Group at (888) 292-0700 (toll free) or (646) 855-3401 (collect), Barclays Capital Inc., Liability Management Group at (800) 438-3242 (toll free) or (212) 528-7581 (collect), Citigroup Global Markets Inc., Liability Management Group at (800) 558-3745 (toll free) or (212) 723-6106 (collect) or UBS Securities LLC, Liability Management Group at (888) 719-4210 (toll free) or (203) 719-4210 (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 Manager 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.

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.

Contacts

CSC Holdings, LLC
Kim Kerns, (516) 803-2351
Vice President
Corporate Communications
or
Patricia Armstrong, (516) 803-2264
Senior Vice President
Investor Relations

Contacts

CSC Holdings, LLC
Kim Kerns, (516) 803-2351
Vice President
Corporate Communications
or
Patricia Armstrong, (516) 803-2264
Senior Vice President
Investor Relations