Obligation Altice USA 5.875% ( US12686CBB46 ) en USD

Altice USA

100.1 % ⇌

Etas-Unis

US12686CBB46 ( en USD )

5.875% par an ( paiement semestriel )

14/09/2022 - Obligation échue

Prospectus brochure de l'obligation Altice USA US12686CBB46 en USD 5.875%, échue

2 000 USD

750 000 000 USD

12686CBB4

L'Obligation émise par Altice USA ( Etas-Unis ) , en USD, avec le code ISIN US12686CBB46, paye un coupon de 5.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/09/2022

L'Obligation émise par Altice USA ( Etas-Unis ) , en USD, avec le code ISIN US12686CBB46, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Altice USA ( Etas-Unis ) , en USD, avec le code ISIN US12686CBB46, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1053112/000119312512392742...
424B5 1 d409805d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-165887
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of
Title of Each Class of Securities Offered

Offering Price

Registration Fee (1)
$750,000,000 5.875% Senior Notes due 2022

$
750,000,000
$
85,950

(1) The filing fee of $85,950 is calculated in accordance with Rule 457(r) of the Securities Act of 1933. This "Calculation of
Registration Fee" table shall be deemed to update the "Calculation of Registration Fee" table in Cablevision Systems
Corporation's Registration Statement No. 333-165887 on Form S-3 ASR.
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Prospectus Supplement
(To Prospectus dated April 2, 2010)
$750,000,000 5.875% Senior Notes due 2022

We are offering $750,000,000 aggregate principal amount of our 5.875% senior notes due September 15, 2022 (the "notes").
We will pay interest on the notes semi-annually on March 15 and September 15 of each year, commencing on March 15,
2013. The notes will mature on September 15, 2022.
We have the option to redeem all or a portion of the notes at any time at a price equal to 100% of the principal amount of the
notes to be redeemed plus accrued and unpaid interest to the redemption date plus a "make whole" premium as described under
"Description of Notes--Optional Redemption" herein. There is no sinking fund for the notes.
The notes are Cablevision's senior unsecured obligations and will rank equally in right of payment with all of Cablevision's
other existing and future unsecured and unsubordinated indebtedness. All of Cablevision's secured indebtedness will have a prior
claim with respect to the assets securing that indebtedness. The notes will not be guaranteed by any of Cablevision's subsidiaries and,
accordingly, the notes will be effectively subordinated to the indebtedness and other liabilities of Cablevision's subsidiaries,
including trade creditors. The liabilities, including trade payables and guarantees, of Cablevision's subsidiaries will rank ahead of
the notes and those creditors will have a prior claim with respect to the assets of those subsidiaries. See "Capitalization" for
additional information concerning Cablevision's indebtedness and the indebtedness of Cablevision's subsidiaries, including CSC
Holdings, LLC, Bresnan Broadband Holdings, LLC and Newsday LLC.
Investing in the notes involves risks. You should consider carefully the risk factors beginning on
page S-9 of this prospectus supplement and the "Risk Factors" section in our Annual Report on Form
10-K for the year ended December 31, 2011.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

Proceeds, Before
Initial Public
Underwriting
Expenses, to Us

Offering Price (1)
Discount

(1)

Per note

100.00%

2.00%

98.00%

Total

$ 750,000,000
$15,000,000
$ 735,000,000

(1)
Plus accrued interest, if any, from the date of original issuance.
The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.
The underwriters named below expect to deliver the notes to purchasers in book-entry form through The Depository Trust
Company and its participants, including for the accounts of Euroclear Bank S.A./N.V., as operator of the Euroclear System, or
Clearstream Banking, société anonyme on or about September 27, 2012.

Joint Book-Running Managers

BofA Merrill Lynch

Barclays

BNP PARIBAS
Credit Agricole CIB

Deutsche Bank Securities

Goldman, Sachs & Co.
J.P. Morgan

Natixis

Nomura
RBC Capital Markets

SunTrust Robinson Humphrey

UBS Investment Bank
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Guggenheim Securities

The date of this prospectus supplement is September 13, 2012.
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We have not authorized anyone to provide any information or to make any representations other than those
contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or in any free writing
prospectuses we have prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any other
information that others may give you. This prospectus supplement and the accompanying prospectus are an offer to sell only
the notes offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information
contained in this prospectus supplement and the accompanying prospectus is current only as of its date.
TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement
S-ii
Cautionary Statement Concerning Forward-Looking Statements
S-iii
Offering Summary
S-1

Risk Factors
S-9

Use of Proceeds
S-22
Capitalization
S-23
Cablevision
S-24
Description of Notes
S-26
Material U.S. Federal Tax Consequences
S-30
Underwriting
S-36
Where You Can Find More Information
S-40
Validity of the Notes
S-41
Experts
S-41
Prospectus

Risk Factors
1

About This Prospectus
1

Available Information
1

Incorporation of Certain Information by Reference
1

Cautionary Statement Concerning Forward-Looking Statements
2

Cablevision
3

Use of Proceeds
4

Ratio of Earnings to Fixed Charges and Deficiency of Earnings Available to Cover Fixed Charges
4

Description of Debt Securities We May Offer
4

Legal Ownership and Book-Entry Issuance
18
Plan of Distribution
23
Validity of the Debt Securities
25
Experts
25

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ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of the
notes we currently are offering. The second part is the accompanying prospectus, which describes more general information, some of
which may not apply to this offering of notes. This prospectus supplement and the accompanying prospectus are part of a registration
statement that we filed with the SEC using the SEC's shelf registration rules. Generally, the term "prospectus" refers to the prospectus
supplement and the accompanying prospectus together. You should read both this prospectus supplement and the accompanying
prospectus, together with the documents incorporated by reference and the additional information described under the heading
"Where You Can Find More Information" in this prospectus supplement.
To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the
information contained in the accompanying prospectus, on the other hand, the information contained in this prospectus supplement
shall control. If any statement in this prospectus supplement conflicts with any statement in a document that has been incorporated
herein by reference, then you should consider only the statement in the more recent document. You should not assume that the
information contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus is accurate as
of any date other than their respective dates.
In this prospectus supplement, except as otherwise indicated herein, references to "Cablevision," the "Company," "we,"
"us" or "our" each refer collectively to Cablevision Systems Corporation and its subsidiaries and, in the context of the notes,
"Cablevision," the "Company," "we," "us" and "our" only refer to Cablevision Systems Corporation, the issuer of the notes.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus contain or incorporate by reference statements that constitute
forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "expects",
"anticipates", "believes", "estimates", "may", "will", "should", "could", "potential", "continue", "intends", "plans" and similar
words and terms used in the discussion of future operating and future performance identify forward-looking statements. Investors are
cautioned that 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 the forward-looking statements as a result of various factors.
Factors that may cause such differences to occur include, but are not limited to:

· the level of our revenues;

· competition for subscribers from existing competitors (such as telephone companies and direct broadcast satellite

("DBS") distributors) and new competitors (such as high-speed wireless providers) entering our franchise areas;

· demand for our video, high-speed data and voice services, which is impacted by competition from other services and
the other factors discussed herein and in our Annual Report on Form 10-K for the year ended December 31, 2011,

which we refer to herein as our Form 10-K, and our Quarterly Reports on Form 10-Q for the quarters ended March 31,
2012 and June 30, 2012, which we refer to herein as our Form 10-Qs, each incorporated by reference herein;

· industry conditions;

· changes in the laws or regulations under which we operate;

· the outcome of litigation and other proceedings, including the matters described under "Legal Proceedings" in our

Form 10-K and in Note 12 of the combined notes to our condensed consolidated financial statements in our Quarterly
Report on Form 10-Q for the quarter ended June 30, 2012, which we refer to herein as our June 30, 2012 Form 10-Q;

· general economic conditions in the areas in which we operate;

· the state of the market for debt securities and bank loans;

· demand for advertising in our newspapers along with subscriber and single copy outlet sales demand for our

newspapers;

· the level of our capital expenditures;

· the level of our operating expenses, including the cost of programming;

· future acquisitions and dispositions of assets;

· market demand for new services;

· demand for advertising;

· the tax-free treatment of the MSG Distribution and the AMC Networks Distribution (each as defined in our Form

10-K);

· whether pending uncompleted transactions, if any, are completed on the terms and at the times set forth (if at all);

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· other risks and uncertainties inherent in the cable television, newspaper publishing businesses, and our other

businesses;

· financial community and rating agency perceptions of our business, operations, financial condition and the industries in

which we operate; and

· the factors described in our filings with the SEC, including under the sections entitled "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Form 10-K, and

under the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations"
in our Form 10-Qs, and in this prospectus supplement and the accompanying prospectus, including under the section
"Risk Factors".
We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this
prospectus supplement and the accompanying prospectus might not occur. See "Risk Factors" herein and in our Form 10-K,
incorporated by reference herein, for more information on the uncertainty of forward-looking statements.

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OFFERING SUMMARY
The information below is a summary of the more detailed information included elsewhere in or incorporated by
reference in this prospectus supplement. You should read carefully the following summary in conjunction with the more
detailed information contained in this prospectus supplement, including the "Risk Factors" section beginning on page S-9 of
this prospectus supplement, the accompanying prospectus and the information incorporated by reference herein and therein.
This summary is not complete and does not contain all of the information you should consider before purchasing the notes.
Cablevision
We are a holding company whose business is conducted entirely through the operations of our subsidiaries. We provide
cable television, high speed data and Voice over Internet Protocol ("VoIP") services through our wholly owned subsidiary, CSC
Holdings, LLC, or CSC Holdings, and various of its cable television subsidiaries. As of June 30, 2012, we served approximately
3.26 million video customers in and around the New York metropolitan area and in Montana, Wyoming, Colorado and Utah. We
believe that our cable television systems in the New York metropolitan area comprise the largest metropolitan cluster of cable
television systems under common ownership in the United States (measured by number of video customers). Through Cablevision
Lightpath, Inc. ("Optimum Lightpath"), our wholly-owned subsidiary, we provide telephone services and high-speed Internet
access to the business market. In addition, we own approximately 97.2% of Newsday LLC which operates a newspaper
publishing business. We also own regional news and high school sports programming services, a motion picture theatre business
and a cable television advertising sales business.
For financing purposes, CSC Holdings and those of its subsidiaries which conduct our cable television video operations
and high-speed data service, and our VoIP services operations in the New York metropolitan service area, as well as Optimum
Lightpath, our commercial data and voice service business, comprise the "Restricted Group" as they are subject to the covenants
and restrictions of the credit facility and indentures governing the notes and debentures issued by CSC Holdings. In addition, the
Restricted Group is also subject to the covenants of the debt issued by Cablevision, including the notes offered hereby.
For a further discussion of our businesses, we urge you to read our Form 10-K incorporated by reference herein. See
"Where You Can Find More Information" herein.
Recent Developments
Offer to Purchase Senior Notes
We intend to use the net proceeds of this offering to address the upcoming debt maturities of CSC Holdings, LLC, our
wholly-owned subsidiary, by investing the net proceeds of this offering in CSC Holdings, with which CSC Holdings intends to
commence an offer to purchase for cash certain of its outstanding senior notes, including in the following order of priority,
(1) $120.5 million aggregate principal amount of CSC Holdings' 8.50% Senior Notes due 2015 and (2) $575.6 million aggregate
principal amount of CSC Holdings' 8.50% Senior Notes due 2014. The maximum aggregate purchase price in the tender offer,
including principal amount of senior notes of either series and associated tender premiums, is $600 million. CSC Holdings will
use the remaining proceeds from our investment and cash on hand, consisting of $150 million plus the amount of any funds not
applied to purchase senior notes in the tender offer, to repay amounts outstanding under its term B-2 extended loan facility. For a
discussion of the terms of CSC Holdings' 8.50% Senior Notes due 2015, CSC Holdings' 8.50% Senior Notes due 2014 and CSC
Holdings' principal bank credit facility, see our Form 10-K and the notes to the financial statements included therein and
incorporated by reference in this prospectus supplement.
CSC Holdings' tender offer for its senior notes will be made on the terms and subject to the conditions set forth in an
offer to purchase relating thereto. The tender offer will be made solely pursuant to, and will be governed by, the offer to purchase.
We cannot assure you that the tender offer will be consummated in accordance with its terms, or at all, or that a significant
principal amount of CSC Holdings' 8.50% Senior Notes due 2015 or CSC Holdings' 8.50% Senior Notes due 2014 will be
tendered and cancelled pursuant to the tender offer. This offering is not conditioned upon the consummation of the tender offer.

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The Offering
The following summary contains basic information about the notes and is not intended to be complete. It does not
contain all of the information that may be important to you. For a more detailed description of the notes, please refer to the
section entitled "Description of Notes" in this prospectus supplement and the section entitled "Description of Debt Securities
We May Offer" in the accompanying prospectus.

Issuer
Cablevision Systems Corporation
1111 Stewart Avenue
Bethpage, New York 11714
(516) 803-2300

Notes Offered
$750,000,000 aggregate principal amount of 5.875% senior notes due 2022.

Maturity
The notes will mature on September 15, 2022.

Interest Rate
The notes will bear interest from September 27, 2012 at the rate of 5.875% per
annum, payable semiannually in arrears.

Interest Payment Dates
March 15 and September 15 of each year, beginning on March 15, 2013.

Optional Redemption
We may redeem some or all of the notes at any time at a make-whole redemption
price. See "Description of Notes--Optional Redemption" herein.

Ranking
The notes are Cablevision's senior unsecured obligations and will rank equally
in right of payment with all of Cablevision's other existing and future unsecured
and unsubordinated indebtedness. All of Cablevision's secured indebtedness
will have a prior claim with respect to the assets securing that indebtedness.
The notes will not be guaranteed by any of Cablevision's subsidiaries and,
accordingly, the notes will be effectively subordinated to the indebtedness and
other liabilities of Cablevision's subsidiaries, including trade creditors. The
liabilities, including trade payables and guarantees, of Cablevision's
subsidiaries will rank ahead of the notes and those creditors will have a prior
claim with respect to the assets of those subsidiaries. See "Capitalization" for
additional information concerning Cablevision's indebtedness and the
indebtedness of Cablevision's subsidiaries, including CSC Holdings, Bresnan
Broadband Holdings, LLC and Newsday LLC.

As of June 30, 2012, as adjusted to reflect the sale of the notes we are offering
hereby and the use of the net proceeds hereof to invest in CSC Holdings and the
use by CSC Holdings of the proceeds so invested and cash on hand to
(1) repurchase its 8.50% Senior Notes due 2015 and its 8.50% Senior Notes

due 2014 in the concurrent tender offer for aggregate cash consideration of $600
million (assuming the entire amount is applied to such repurchase) and (2) repay
a portion of its existing term B-2 extended loan facility in an amount equal to
$150 million, all as described more fully under "Use of Proceeds" and
"Capitalization":

· Cablevision would have had approximately $2.9 billion of senior unsecured

indebtedness including the notes offered hereby, and

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approximately $754 million aggregate principal amount of senior notes
owned by our Unrestricted Subsidiary Newsday Holdings LLC, which are not

shown in the "Capitalization" table because they are eliminated in
consolidation;

· Cablevision's Restricted Subsidiaries would have had approximately $3.6
billion in secured borrowings under the CSC Holdings credit facility,
approximately $2.5 billion of senior unsecured indebtedness (not including

CSC Holdings' guarantee of the $650 million in secured borrowings under
the Newsday LLC credit facility, described below) and approximately $33
million of capital lease obligations and other indebtedness;

· Cablevision's Unrestricted Subsidiary Bresnan Broadband Holdings, LLC

would have had approximately $747 million of secured bank indebtedness
and approximately $250 million of senior unsecured indebtedness;

· Cablevision's Unrestricted Subsidiary Newsday LLC would have had $650

million in secured borrowings under its credit facility, which is guaranteed on
a senior unsecured basis by CSC Holdings, a Restricted Subsidiary; and

· Cablevision's Unrestricted Subsidiaries would have had approximately $516

million of collateralized indebtedness related to monetization activity and
approximately $29 million of capital lease obligations.

The foregoing amounts do not include trade payables and other obligations of
our subsidiaries to which the notes are effectively subordinated. Under

"Capitalization" below, we provide additional information concerning our
indebtedness and the indebtedness of our subsidiaries.

Certain Restrictions
The indenture for the notes, among other things, contains restrictions on our
ability and the ability of our Restricted Subsidiaries to:

· incur additional indebtedness,

· make certain dividend payments or payments to redeem or retire capital

stock,

· invest in unrestricted subsidiaries or affiliates,

· engage in certain transactions with affiliates,

· incur liens, and

· merge or consolidate with or transfer all or substantially all of our assets to

another entity.

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