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SUBSEQUENT EVENTS
3 Months Ended
Mar. 31, 2013
SUBSEQUENT EVENTS [Abstract]  
SUBSEQUENT EVENTS
NOTE 16.
SUBSEQUENT EVENTS

VOOM Litigation Settlement

In June 2011, in connection with the AMC Networks Distribution, CSC Holdings and AMC Networks and its subsidiary, Rainbow Programming Holdings, LLC (the "AMC Parties") entered into an agreement (the "VOOM Litigation Agreement") which provides that CSC Holdings and the AMC Parties will share equally in the proceeds (including in the value of any non-cash consideration) of any settlement or final judgment in the litigation with DISH Network, LLC ("DISH Network") that are received by subsidiaries of AMC Networks from VOOM HD Holdings LLC ("VOOM HD").

In October 2012, the Company and AMC Networks settled the litigation with DISH Network. Pursuant to the settlement agreement, DISH Network paid $700,000 to a joint escrow account for the benefit of the Company and AMC Networks. On April 8, 2013, the Company and AMC Networks reached agreement, pursuant to the VOOM Litigation Agreement, on the final allocation of the proceeds of the settlement. The parties agreed that (a) the Company would be allocated a total of $525,000 of the cash settlement payment; and (b) AMC Networks would retain $175,000 of the cash settlement payment (in addition to the long-term affiliation agreements entered into with DISH Network as part of the settlement). The final allocation was approved by independent committees of the Boards of Directors of the Company and AMC Networks. On April 9, 2013, the Company received $175,000 from AMC Networks (in addition to the $350,000 distributed to the Company from the joint escrow account in December 2012). The proceeds of $175,000 will be recorded as a gain in discontinued operations in the second quarter of 2013.
 
Refinance of Existing Credit Facility
 
On April 17, 2013, CSC Holdings refinanced its existing Restricted Group credit facility. The new credit agreement provides for (1) a revolving credit facility of $1,500,000, (2) a Term A facility of $958,510 and (3) a Term B facility of $2,350,000, each subject to adjustment from time to time in accordance with the terms of the new credit agreement. The proceeds from the Term A loans and the Term B loans were used to repay all amounts under CSC Holdings' existing Restricted Group credit facility and to pay fees and expenses in connection therewith. No amounts were drawn under the revolving credit facility.
 
The new credit agreement provides for extended facilities and additional facilities, subject to an aggregate maximum facilities limit on all facilities (including the revolving credit facility, the Term A facility and the Term B facility and any extended facilities and additional facilities) equal to the greater of (1) $4,808,500 and (2) an amount such that the senior secured leverage ratio, as defined, would not exceed 3.50 to 1.00.
 
Under the new credit agreement, commitments under the revolving credit facility expire on April 17, 2018, the Term A loans amortize quarterly in accordance with their terms from September 30, 2014 through April 17, 2018 with a final maturity date on April 17, 2018, and the Term B loans amortize quarterly in accordance with their terms from September 30, 2013 through April 17, 2020 with a final maturity date on April 17, 2020. Unless earlier terminated in accordance with the terms of the new credit agreement, all the facilities terminate on their final maturity dates, other than any additional facilities or extended facilities that may be entered into in the future under the terms of the new credit agreement and which will terminate on the date specified in the respective supplements or agreements establishing such facilities. The new credit agreement provides for issuance of letters of credit in an aggregate amount of up to $150,000.
 
Loans under the new credit agreement are direct obligations of CSC Holdings, guaranteed by most of the Restricted Subsidiaries and secured by the pledge of the stock and other security interests of most of the Restricted Subsidiaries.
 
Loans under the new credit agreement bear interest as follows:
 
 
·
 
Revolving credit loans and Term A loans, either (i) the Eurodollar rate plus a spread ranging from 1.50% to 2.25% based on the cash flow ratio (as defined), with the initial rate being the Eurodollar rate plus 2.00% or (ii) the base rate (as defined) plus a spread ranging from 0.50% to 1.25% based on the cash flow ratio, with the initial rate being the base rate plus 1.00%, the initial rate in each case being for the period through and including the date of the delivery to the lenders of the compliance certificate for the quarter ending September 30, 2013;
 
 
·
Term B loans, either (i) the Eurodollar rate plus a spread of 2.50% or (ii) the base rate plus a spread of 1.50%.

The new credit facility has two financial maintenance covenants applicable to the revolving credit facility and the Term A loans: (1) a maximum ratio of total net indebtedness to cash flow of 5.0 to 1 and (2) a maximum ratio of senior secured net indebtedness to cash flow of 4.0 to 1. The financial maintenance covenants do not apply to the Term B loans.
 
There is a commitment fee of 0.30% on undrawn amounts under the revolving credit facility.
 
As a result of the refinancing, the condensed consolidated balances sheets of Cablevision and CSC Holdings as of March 31, 2013 reflect a reclassification of $141,280 of credit facility debt from a current liability to a long-term liability. Under the new credit facility, $17,625 is payable through March 31, 2014.

Clearview Cinemas Transaction

On April 29, 2013, the Company entered into an agreement for the sale of certain assets and liabilities of the Clearview Cinemas business. The closing of the transaction is subject to certain closing conditions. The Company expects to record a loss in connection with this transaction of between $15,000 to $20,000.

Cablevision Dividend

On May 7, 2013, the Board of Directors of Cablevision declared a cash dividend of $0.15 per share payable on June 14, 2013 to stockholders of record on both its CNYG Class A common stock and CNYG Class B common stock as of May 24, 2013.