Optimum launches $300M tender at $2.50/share, restructures to shield assets from $21.8B debt talks

Also on May 29, 2026, Unsub Topco entered into an exchange transaction (the “Private Exchange Transaction”) with the Next Entities, certain members of Optimum’s board of directors and executive management, including each of the “named executive officers” identified in Optimum’s proxy statement for its 2026 annual meeting. In the Private Exchange Transaction, Unsub Topco issued additional Preferred Units having an initial stated value of $200 million to Next Partner in exchange for 5,846,652 shares of Optimum Class A common stock, par value $0.01 per share (“Class A shares”) owned by Next Alt, and 74,153,348 shares of Optimum Class B common stock, par value $0.01 per share (“Class B shares”) owned by Next Alt, implying a price of $2.50 per common share, and Preferred Units having an aggregate initial stated value of $12.4 million to such members of Optimum’s board of directors and executive management in exchange for 4.9 million Class A shares.

Optimum Communications, Inc. (“Optimum” and, together with its subsidiaries, the “Company”) today announced a series of transactions designed to protect and maximize stakeholder value (collectively, the “Transactions”) and position the Company for anticipated discussions with an investor group holding funded debt obligations of its wholly owned indirect subsidiary, CSC Holdings, LLC (“CSC Holdings”).

The Transactions include: (1) an internal reorganization, approved by a special committee of independent managers of CSC Holdings, designed to insulate the Company’s unrestricted assets from the potential adverse impact of CSC Holdings being unable to reach agreement with the holders of its funded debt regarding a comprehensive financial restructuring

The Transactions include: ... (4) a cash tender offer for Optimum’s unaffiliated stockholders at $2.50 per share, which may be followed by a registered exchange offer that would offer holders of Optimum Class A common stock the opportunity to exchange a similar portion of such shares into preferred units in Unsub Topco.

Unsub Topco offered and sold the Preferred Units in reliance on an exemption from registration provided by Section 4(a) (2) of the Securities Act of 1933, as amended, in transactions not involving a public offering.

The Company anticipates engaging in discussions with holders of CSC Holdings’ debt with respect to potential deleveraging transactions.

This information contains the Company’s preliminary estimates of certain financial and operational results for the year ending December 31, 2026 and future periods based on currently available information. Such estimates are subject to substantial uncertainty.

On June 1, 2026, Optimum issued a press release announcing the commencement of a tender offer by Unsub Topco (the “Tender Offer”) to 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 of $300 million), to the seller in cash, less any applicable withholding taxes and without interest.

The Company also announced that, subject to market and other conditions, Unsub Topco may conduct a registered public exchange offer (the “Public Exchange Offer”), pursuant to which it would offer holders of Optimum’s Class A shares the opportunity to exchange their shares for initial stated value of newly issued preferred equity interests in Unsub Topco on substantially similar economic terms as those available in the Private Exchange Transaction and the Private Placement Transaction, up to an amount equal to $300 million less the aggregate purchase price for shares purchased in the Tender Offer.

On May 29, 2026, Cablevision Litchfield, LLC (“Cablevision Litchfield”) and CSC Optimum Holdings, LLC (“CSC Optimum”), each an indirect wholly-owned subsidiary of Optimum, entered into an amendment (the “Amendment”) to the Amended and Restated Credit Agreement dated as of January 12, 2026 (the “A&R UnSub Credit Agreement”), by and among Cablevision Litchfield and CSC Optimum, each as a borrower, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.

New unrestricted holdco raises $500 million of capital by privately placing $300 million of preferred units with leading third-party institutional investors and exchanging $200 million of preferred units for Optimum common stock held by Optimum’s controlling stockholder, Next Alt S.à r.l., at $2.50 per share

In the event of a CSC Holdings debt restructuring where the CSC Holdings Debt is forgiven or reduced in exchange for the assets of, or equity in, CSC Holdings or its subsidiaries, a separation (sometimes referred to as a “deconsolidation”) of CSC Holdings and its subsidiaries from Optimum would occur for U.S. federal income tax purposes. The Company currently estimates that the resulting tax liability, for which Optimum, CSC Holdings and/or its subsidiaries would be jointly and severally liable, would exceed $4 billion.

the Company designated Unsub Topco as the unrestricted subsidiary to hold, directly and indirectly, the Company’s equity interests in the unrestricted subsidiaries that comprise the Optimum East Cable business. Unsub Topco now also holds the Company’s 50.01% stake in Lightpath.

In June 2024, a group of investors that claim to hold approximately 99% of the CSC Holdings Debt entered into a Cooperation Agreement (the “Co-Op Agreement” and the parties thereto, the “Co-Op Group”), which prevents individual members of the Co-Op Group, or subsets thereof, from entering into facility-specific or one-off restructuring or financing transactions with CSC Holdings.

Revenue ($bn) $8.5 $8.1 $7.6 $7.2 $7.0 $6.8 $6.9 $6.9 '24 A '25 A '26 E '27 E '28 E '29 E '30 E '31 E ... Adj. EBITDA ($bn) $3.2 $3.0 $2.9 $2.8 $2.8 $2.8 $2.9 $3.1 '24 A '25 A '26 E '27 E '28 E '29 E '30 E '31 E ... Adj. EBITDA Margin (%) 37% 38% 38% 38% 39% 41% 43% 45%

The plan involves upgrading nearly the entire network to multi-gig by 2031E ... 69% 2025A 36% 64% 2026E 52% 48% 2027E 68% 32% 2028E 82% 18% 2029E 89% 30% 2030E 96% 4% 2031E Multi-Gig 1 Gig or Less

Revenue ~$8.6bn $8.6bn ... Programming & Direct Costs ~$2.6bn $2.6bn ... Other Operating Expenses ~$2.6bn $2.6bn ... Adj. EBITDA ~$3.4bn $3.4bn excl. i24 ... Cash Capital Expenditures ~$1.3bn $1.3bn ... New Total Passings Additions +175k +177k ... Broadband ARPU Slight growth +1.6% YoY Full Year 2025 Outlook Full Year 2025 Achieved

Total Broadband Subscribers (m) 4.3 4.2 4.0 3.9 3.8 3.8 3.8 3.8 ... Total Broadband Penetration 44% 42% 39% 37% 36% 35% 35% 35% 2024A 2025A 2026E 2027E 2028E 2029E 2030E 2031E

$21.8bn CSC Holdings Funded Debt ... $3.1bn UnSub Group Credit Facility ... $1.7bn Lightpath Secured Fiber Network Revenue Notes

Assuming that the tender offer is fully subscribed, the number of shares of Class A Common Stock that will be purchased is 120,000,000, which represents approximately 42.5% of the issued and outstanding shares of Class A Common Stock as of May 27, 2026 (or approximately 30.6% of the total issued and outstanding common stock including both Class A Common Stock and Optimum’s Class B common stock) after giving effect to the Private Exchange Transaction (as further described in a Form 8-K filed by Optimum on June 1, 2026). ... If more than 120,000,000 shares of Class A Common Stock (representing an aggregate purchase price of $300 million) are tendered, the tendered shares will be purchased first, from holders of “odd lots” of less than 100 shares, second, from all other stockholders on a pro rata basis, and third, from stockholders whose shares were conditionally validly tendered for which the condition was not initially satisfied, to the extent feasible, by random lot (to be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares). Additionally, if shares of Class A Common Stock having an aggregate purchase amount of more than $300 million are tendered in the tender offer, CSC Investments II may accept for purchase up to an additional 2% of Optimum’s outstanding shares of Class A Common Stock without extending the Expiration Time.

Optimum’s directors and executive officers have advised CSC Investments II that they will not participate in the tender offer. Next Alt S.à.r.l. (“Next Alt”), a personal holding company of Patrick Drahi, who is its controlling stockholder, has informed CSC Investments II that it will not participate in the tender offer.

The tender offer commenced on the date hereof and will expire at 5:00 p.m., New York City Time, on June 30, 2026 (the “Expiration Time”), unless the offer is extended or earlier terminated. The tender offer is not conditioned upon any minimum number of shares being tendered, nor subject to any financing condition. The tender offer is, however, subject to a number of other terms and conditions, as further described in the Offer to Purchase. Shares of Class A Common Stock tendered pursuant to the Offer to Purchase may be validly withdrawn at any time prior to the Expiration Time by following the procedures described in the Offer to Purchase.

CSC Investments II currently expects to fund the tender offer with proceeds from a private placement transaction (as further described in a Form 8-K filed by Optimum on June 1, 2026) (the “Private Placement Transaction”) and cash on hand.