{"url_path":"/sec/optu/8-k/2026-06-01/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 ** **Other Events**","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":866,"has_tables":true,"body_markdown":"**Item 8.01** **Other Events**\n\n** **\n\nTender\nOffer\n\n \n\nOn\nJune 1, 2026, Optimum issued a press release announcing the commencement of a tender offer by Unsub Topco (the “Tender Offer”)\nto purchase up to 120,000,000 of Optimum’s Class A shares at a price per share of $2.50 (representing an aggregate purchase price\nof $300 million), to the seller in cash, less any applicable withholding taxes and without interest. The Tender Offer is being made upon\nthe terms and subject to the conditions set forth in the Offer to Purchase, dated June 1, 2026 (the “Offer to Purchase”),\nthe related letter of transmittal and other related materials filed today as part of the Schedule TO with the Securities and Exchange\nCommission (the “SEC”). Unsub Topco will fund the purchase of shares in the Tender Offer with proceeds from the Private Placement\nTransaction.\n\n \n\nA\ncopy of the press release announcing the Tender Offer is attached hereto as Exhibit 99.3 and is incorporated herein by reference.\n\n \n\nNeither\nthis report nor the exhibit hereto is a recommendation to buy or sell any of Optimum’s securities and shall not constitute an offer\nto purchase or the solicitation of an offer to sell any securities of Optimum. The Tender Offer is being made exclusively pursuant to\nthe Offer to Purchase, the related letter of transmittal and other related materials filed as part of the Schedule TO. The offer materials\nare being sent to holders of the Class A shares. Holders may also obtain free copies of the offer materials online at the website of\nthe SEC at www.sec.gov as exhibits to the Tender Offer Statement on Schedule TO filed by the Company today with the SEC or from the Company’s\ninformation agent in connection with the Offer.\n\n \n\nPotential\nPublic Exchange\n\n \n\nThe\nCompany also announced that, subject to market and other conditions, Unsub Topco may conduct a registered public exchange offer (the\n“Public Exchange Offer”), pursuant to which it would offer holders of Optimum’s Class A shares the opportunity to exchange\ntheir shares for initial stated value of newly issued preferred equity interests in Unsub Topco on substantially similar economic terms\nas those available in the Private Exchange Transaction and the Private Placement Transaction, up to an amount equal to $300 million less\nthe aggregate purchase price for shares purchased in the Tender Offer. In the event that Unsub Topco purchases substantially all of the\nshares that it has offered to purchase in the Tender Offer, it does not intend to commence the Public Exchange Offer.\n\n \n\nFurther\ndetails regarding the potential Public Exchange Offer, including its anticipated timing, are expected to be announced in due course as\nthe Company continues to prepare required financial and other information to include in the related offer documents. Although it is the\nCompany’s present intention to commence the Public Exchange Offer subject to the qualifications described above, there can be no\nassurance that the Public Exchange Offer will ultimately be commenced or consummated, even if the Tender Offer is not fully subscribed.\n\n \n\nThis\nreport is not a recommendation to buy or sell any of Optimum’s securities and shall not constitute an offer to purchase or the\nsolicitation of an offer to sell any securities of Optimum. The Public Exchange Offer, if any, will be made only by means of an effective\nregistration statement.\n\n \n\n 4 \n\n \n\n \n\nAmendment\nto UnSub Credit Agreement\n\n \n\nOn\nMay 29, 2026, Cablevision Litchfield, LLC (“Cablevision Litchfield”) and CSC Optimum Holdings, LLC (“CSC Optimum”),\neach an indirect wholly-owned subsidiary of Optimum, entered into an amendment (the “Amendment”) to the Amended and Restated\nCredit Agreement dated as of January 12, 2026 (the “A&R UnSub Credit Agreement”), by and among Cablevision Litchfield\nand CSC Optimum, each as a borrower, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative\nagent and collateral agent. A copy of the Amendment is filed as Exhibit 10.1 hereto and incorporated herein by reference.\n\n \n\nOther\nInformation\n\n \n\nOptimum is a holding company that conducts its\nbusiness largely through subsidiaries that are owned directly or indirectly by its wholly owned subsidiary, CSC Holdings, which is the\nobligor with respect to approximately $21.8 billion of secured debt, guaranteed notes and senior notes (as of March 31, 2026). Optimum\nis not a guarantor or otherwise obligated with respect to the debt of CSC Holdings.\n\n \n\nThe\nCompany currently anticipates entering into discussions with the holders of the CSC Holdings debt in order to explore potential restructuring\nalternatives. In the event of a CSC Holdings debt restructuring where such debt is forgiven or reduced in exchange for the assets of,\nor equity in, CSC Holdings or its subsidiaries, a separation (sometimes referred to as a “deconsolidation”) of CSC Holdings\nand its subsidiaries from Optimum would occur for U.S. Federal income tax purposes. The Company currently estimates that the resulting\ntax liability, for which Optimum, CSC Holdings and certain subsidiaries would be jointly and severally liable, would exceed $4 billion.\nThe likelihood that this potential tax liability will be crystallized in a restructuring transaction may be materially reduced if the\ncreditors of CSC Holdings and Optimum can agree to restructure the debt of CSC Holdings on a consensual basis that does not result in\na deconsolidation event."}