{"url_path":"/sec/optu/8-k/2026-06-01/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/1702780/0001213900-26-063161-index.html","accession_number":"0001213900-26-063161","cik":"0001702780","ticker":"OPTU","issuer_name":"Optimum Communications, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1702780/0001213900-26-063161-index.html","primary_entity_key":"0001702780","primary_entity_name":"Optimum Communications, Inc."},"word_count":1383,"has_tables":true,"body_markdown":"** **\n\n**Item\n1.01 Entry into a Material Definitive Agreement**\n\n** **\n\nOptimum\nCommunications, Inc. (“Optimum” and, together with its subsidiaries, the “Company”) today announced a series\nof transactions designed to protect and maximize stakeholder value (collectively, the “Transactions”) and position the Company\nfor anticipated discussions with an investor group holding funded debt obligations of its wholly owned indirect subsidiary, CSC Holdings,\nLLC (“CSC Holdings”).\n\n \n\nThe\nTransactions include: (1) an internal reorganization, approved by a special committee of independent managers of CSC Holdings, designed\nto insulate the Company’s unrestricted assets from the potential adverse impact of CSC Holdings being unable to reach agreement\nwith the holders of its funded debt regarding a comprehensive financial restructuring; (2) an institutional private placement of\npreferred units in a newly formed unrestricted subsidiary, CSC Investments II LLC (“Unsub Topco”); (3) a private exchange\nwith Next Alt S.à r.l. (“Next Alt”) and its affiliate, Next Partner, L.P. (“Next Partner” and, together\nwith Next Alt, the “Next Entities”) and members of the board of directors and executive management of Optimum with respect\nto a portion of their Optimum common stock for Unsub Topco preferred units at $2.50 per share; and (4) a cash tender offer for Optimum’s\nunaffiliated stockholders at $2.50 per share, which may be followed by a registered exchange offer that would offer holders of Optimum\nClass A common stock the opportunity to exchange a similar portion of such shares into preferred units in Unsub Topco.\n\n \n\nPrivate\nPlacement Transaction\n\n \n\nOn\nMay 29, 2026, Unsub Topco, an indirect wholly owned subsidiary of Optimum, sold to certain institutional accredited investors newly issued\nSeries A Preferred Units of Unsub Topco (the “Preferred Units”) having an initial stated value of $300 million\nfor an aggregate purchase price of $300 million (the “Private Placement Transaction”).\n\n \n\nUnsub\nTopco is an unrestricted subsidiary of CSC Holdings and a holding company for certain of CSC Holdings’ designated unrestricted\nsubsidiaries, including Cablevision Litchfield, LLC, CSC Optimum Holdings, LLC, certain other subsidiaries of CSC Holdings designated\nas “unrestricted subsidiaries” for the purposes of the debt agreements of CSC Holdings and CSC Holdings’ interest in\nCablevision Lightpath LLC.\n\n \n\nProceeds\nfrom the Private Placement Transaction are intended for general corporate purposes, including to finance the Tender Offer (as defined\nbelow) and pay transaction expenses.\n\n \n\nThe\nPreferred Units are perpetual preferred interests in Unsub Topco. Dividends are payable in cash or by compounding, at Unsub Topco’s\noption. Cumulative dividends accrue on the stated value of the Preferred Units and are payable quarterly at a rate of 13.0% per annum\nif paid in cash or 15.0% if compounded. The dividend rate may increase by 2.0% per annum upon the occurrence and during the continuance\nof certain triggering events.\n\n \n\nThe\nPreferred Units are redeemable by Unsub Topco at any time at a redemption price (the “Redemption Price”) equal to the greater\nof (i) 100% of the then-current stated value and (ii) the amount necessary to result in the Applicable Minimum MOIC (as defined below).\n\n \n\n 1 \n\n \n\n \n\nThe\nPreferred Units are subject to mandatory redemption upon the occurrence of (i) a sale of all or substantially all of Unsub Topco and\nits subsidiaries, (ii) any insolvency, liquidation, dissolution or winding up of Unsub Topco or its material subsidiaries (but not a\nchange of control or insolvency, liquidation, dissolution or winding up of Optimum or its subsidiaries (other than Unsub Topco and its\nsubsidiaries)) or (iii) a failure by Unsub Topco to comply with the requirements of a sale demand made by holders of a majority of any\nPreferred Units that remain outstanding following the eighth anniversary of the issue date.\n\n \n\nThe\nterms of the Preferred Units permit Unsub Topco and its subsidiaries to incur indebtedness, subject to compliance with a consolidated\ntotal net debt ratio (excluding the Preferred Units or any senior equity) of 4.50x on a pro forma basis, and to incur senior or pari\npreferred equity subject to a consolidated total net debt and preferred equity ratio of 4.75x on a pro forma basis (which ratios decrease\nto 4.00x upon the occurrence of certain events) and certain other exceptions. In addition, upon the occurrence of certain triggering\nevents, restrictions on specified payments or affiliate transactions will also apply.\n\n \n\n“Applicable\nMinimum MOIC” means, as of any date of determination, with respect to any Preferred Unit, without duplication, the following:\n\n \n\n(i)\nsubject to clauses (ii) and (iii) below, prior to the nine-month anniversary of issuance (the “Step-Up Date”), an amount\nnecessary to result in a MOIC (as defined below) equal to the product of 1.25 multiplied by the initial stated value of such\nPreferred Unit;\n\n \n\n(ii)\nfrom and after the earliest of (A) the Step-Up Date, (B) completion of a Public Exchange Offer (as defined below), (C) the\noccurrence of specified enforcement actions by creditors of CSC Holdings and (D) certain non-cash offer transactions, an amount\nnecessary to result in a MOIC equal to the product of 1.50 multiplied by the initial stated value of such Preferred Unit;\nor\n\n \n\n(iii)\nfrom and after the date of the earliest to occur of (x) the filing of a Non-Consensual CSC Restructuring (as defined below), (y) an\nacceleration of indebtedness under any CSC Debt Document (as defined in the agreement) or (z) the enforcement of creditor remedies\nunder any CSC Debt Document by the relevant creditors thereunder after the occurrence of an “event of default”\nthereunder, in each case, an amount necessary to result in a MOIC equal to the product of 2.50 multiplied by the initial stated\nvalue of such Preferred Unit.\n\n \n\n“MOIC”\nmeans, with respect to a Preferred Unit, a multiple on invested capital equal to the quotient determined by dividing (a) the sum of (x)\nthe aggregate amount of all dividends paid in cash with respect to such Preferred Unit on or prior to the applicable date of determination,\nplus (y) 100.0% of the then current stated value of such Preferred Unit, by (b) the initial stated value.\n\n \n\n“Non-Consensual\nCSC Restructuring” means (i) the commencement of a voluntary case under the Title 11 of the United States Code (the “Code”)\nby CSC Holdings or any of its material subsidiaries other than Unsub Topco and its subsidiaries or (ii) the entry of an order for relief\nagainst CSC Holdings in an involuntary case under the Code, which order remains unstayed and in effect for 60 consecutive days (in each\ncase, other than in connection with a voluntary “pre-arranged,” “pre-negotiated,” or “pre-packaged”\ncase (as such terms are customarily used in the restructuring industry) under chapter 11 of the Code).\n\n \n\n 2 \n\n \n\n \n\nPrivate\nExchange Transaction\n\n \n\nAlso\non May 29, 2026, Unsub Topco entered into an exchange transaction (the “Private Exchange Transaction”) with the Next Entities,\ncertain members of Optimum’s board of directors and executive management, including each of the “named executive officers”\nidentified in Optimum’s proxy statement for its 2026 annual meeting. In the Private Exchange Transaction, Unsub Topco issued additional\nPreferred Units having an initial stated value of $200 million to Next Partner in exchange for 5,846,652 shares of Optimum Class A common\nstock, par value $0.01 per share (“Class A shares”) owned by Next Alt, and 74,153,348 shares of Optimum Class B common stock,\npar value $0.01 per share (“Class B shares”) owned by Next Alt, implying a price of $2.50 per common share, and Preferred\nUnits having an aggregate initial stated value of $12.4 million to such members of Optimum’s board of directors and executive management\nin exchange for 4.9 million Class A shares. Such exchanged common shares are held by Unsub Topco and were not canceled.\n\n \n\nNext Alt is a personal holding company of Patrick\nDrahi, who is its controlling shareholder and a member of Optimum’s board of directors. As of May 27, 2026, Next Alt beneficially\nowned approximately 39.6% of Optimum’s outstanding Class A shares and approximately 99.9% of Optimum’s outstanding Class\nB shares, representing in the aggregate approximately 94.0% of the voting power of Optimum. After giving effect to the Private Exchange\nTransaction, Next Alt beneficially owned approximately 27.8% of Optimum’s outstanding Class A shares and approximately 99.9% of\nOptimum’s outstanding Class B shares, representing in the aggregate approximately 90.5% of the voting power of Optimum.\n\n \n\nThe\nTransactions were approved by a committee of independent managers of the board of managers of Unsub Topco.\n\n \n\nA\npress release announcing the Transactions is included as Exhibit 99.1 hereto."}