Optimum Communications (NYSE: OPTU) launches $300M share tender
Rhea-AI Filing Summary
Optimum Communications outlined a complex capital and liability management plan built around a new unrestricted subsidiary, CSC Investments II LLC (Unsub Topco). Unsub Topco raised $300 million by issuing perpetual Series A preferred units with cash dividends at 13% or 15% if compounded, and redemption terms targeting a minimum multiple on invested capital of up to 2.5x in certain downside scenarios.
It also issued Preferred Units with an initial stated value of $200 million to Next Partner and $12.4 million to directors and executives in exchange for Optimum shares at $2.50 per share. Separately, Unsub Topco launched a tender offer to repurchase up to 120,000,000 Class A shares at $2.50 in cash, or $300 million, versus a prior closing price of $0.658. CSC Holdings, Optimum’s key operating subsidiary, has $21.8 billion of funded debt and faces $6.2 billion maturing in 2027, while the company estimates that a non‑consensual CSC restructuring could trigger a U.S. federal tax liability exceeding $4 billion. Management is seeking a consensual restructuring with a creditor group holding about 99% of CSC Holdings’ debt and presented a long‑range plan that targets gross margin of about 73% and Adjusted EBITDA margin of about 45% by 2031.
Positive
- None.
Negative
- CSC Holdings’ heavy leverage and tax risk: funded debt of approximately $21.8 billion as of March 31, 2026, and a potential U.S. federal income tax liability the company estimates would exceed $4 billion if certain non‑consensual restructuring scenarios occur.
Insights
Highly leveraged structure, expensive preferred capital, and large potential tax exposure create elevated financial risk.
Optimum is moving assets into an unrestricted Unsub Topco structure, issuing $300 million of perpetual preferred units with 13–15% dividend rates and MOIC protections up to 2.5x. This is high-cost capital designed to attract institutional investors in a challenging environment.
CSC Holdings carries $21.8 billion of funded debt as of March 31, 2026, with $6.2 billion maturing in 2027. The company estimates a potential U.S. federal tax liability exceeding $4 billion if CSC debt is restructured in a way that triggers deconsolidation, so management is explicitly targeting a consensual deal with the creditor Co-Op Group that holds about 99% of the debt.
The $300 million tender offer at $2.50 per share and possible registered exchange offer shift value into Unsub Topco while offering public holders a significant premium to the prior $0.658 share price. The long-range plan projects lower revenue but expanding Adjusted EBITDA margins toward 45% by 2031. Actual outcomes will depend on negotiations with creditors and execution of the operating plan.
8-K Event Classification
Key Figures
Key Terms
Series A Preferred Units financial
Applicable Minimum MOIC financial
Non-Consensual CSC Restructuring regulatory
Cooperation Agreement financial
Adjusted EBITDA financial
unrestricted subsidiary financial
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 1, 2026 (
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Item 1.01 Entry into a Material Definitive Agreement
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; (2) an institutional private placement of preferred units in a newly formed unrestricted subsidiary, CSC Investments II LLC (“Unsub Topco”); (3) a private exchange with Next Alt S.à r.l. (“Next Alt”) and its affiliate, Next Partner, L.P. (“Next Partner” and, together with Next Alt, the “Next Entities”) and members of the board of directors and executive management of Optimum with respect to 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 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.
Private Placement Transaction
On May 29, 2026, Unsub Topco, an indirect wholly owned subsidiary of Optimum, sold to certain institutional accredited investors newly issued Series A Preferred Units of Unsub Topco (the “Preferred Units”) having an initial stated value of $300 million for an aggregate purchase price of $300 million (the “Private Placement Transaction”).
Unsub Topco is an unrestricted subsidiary of CSC Holdings and a holding company for certain of CSC Holdings’ designated unrestricted subsidiaries, including Cablevision Litchfield, LLC, CSC Optimum Holdings, LLC, certain other subsidiaries of CSC Holdings designated as “unrestricted subsidiaries” for the purposes of the debt agreements of CSC Holdings and CSC Holdings’ interest in Cablevision Lightpath LLC.
Proceeds from the Private Placement Transaction are intended for general corporate purposes, including to finance the Tender Offer (as defined below) and pay transaction expenses.
The Preferred Units are perpetual preferred interests in Unsub Topco. Dividends are payable in cash or by compounding, at Unsub Topco’s option. Cumulative dividends accrue on the stated value of the Preferred Units and are payable quarterly at a rate of 13.0% per annum if 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 of certain triggering events.
The Preferred Units are redeemable by Unsub Topco at any time at a redemption price (the “Redemption Price”) equal to the greater of (i) 100% of the then-current stated value and (ii) the amount necessary to result in the Applicable Minimum MOIC (as defined below).
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The Preferred Units are subject to mandatory redemption upon the occurrence of (i) a sale of all or substantially all of Unsub Topco and its subsidiaries, (ii) any insolvency, liquidation, dissolution or winding up of Unsub Topco or its material subsidiaries (but not a change of control or insolvency, liquidation, dissolution or winding up of Optimum or its subsidiaries (other than Unsub Topco and its subsidiaries)) or (iii) a failure by Unsub Topco to comply with the requirements of a sale demand made by holders of a majority of any Preferred Units that remain outstanding following the eighth anniversary of the issue date.
The terms of the Preferred Units permit Unsub Topco and its subsidiaries to incur indebtedness, subject to compliance with a consolidated total 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 preferred equity subject to a consolidated total net debt and preferred equity ratio of 4.75x on a pro forma basis (which ratios decrease to 4.00x upon the occurrence of certain events) and certain other exceptions. In addition, upon the occurrence of certain triggering events, restrictions on specified payments or affiliate transactions will also apply.
“Applicable Minimum MOIC” means, as of any date of determination, with respect to any Preferred Unit, without duplication, the following:
(i) subject to clauses (ii) and (iii) below, prior to the nine-month anniversary of issuance (the “Step-Up Date”), an amount necessary to result in a MOIC (as defined below) equal to the product of 1.25 multiplied by the initial stated value of such Preferred Unit;
(ii) from and after the earliest of (A) the Step-Up Date, (B) completion of a Public Exchange Offer (as defined below), (C) the occurrence of specified enforcement actions by creditors of CSC Holdings and (D) certain non-cash offer transactions, an amount necessary to result in a MOIC equal to the product of 1.50 multiplied by the initial stated value of such Preferred Unit; or
(iii) from and after the date of the earliest to occur of (x) the filing of a Non-Consensual CSC Restructuring (as defined below), (y) an acceleration of indebtedness under any CSC Debt Document (as defined in the agreement) or (z) the enforcement of creditor remedies under any CSC Debt Document by the relevant creditors thereunder after the occurrence of an “event of default” thereunder, in each case, an amount necessary to result in a MOIC equal to the product of 2.50 multiplied by the initial stated value of such Preferred Unit.
“MOIC” means, with respect to a Preferred Unit, a multiple on invested capital equal to the quotient determined by dividing (a) the sum of (x) the aggregate amount of all dividends paid in cash with respect to such Preferred Unit on or prior to the applicable date of determination, plus (y) 100.0% of the then current stated value of such Preferred Unit, by (b) the initial stated value.
“Non-Consensual CSC Restructuring” means (i) the commencement of a voluntary case under the Title 11 of the United States Code (the “Code”) by CSC Holdings or any of its material subsidiaries other than Unsub Topco and its subsidiaries or (ii) the entry of an order for relief against CSC Holdings in an involuntary case under the Code, which order remains unstayed and in effect for 60 consecutive days (in each case, other than in connection with a voluntary “pre-arranged,” “pre-negotiated,” or “pre-packaged” case (as such terms are customarily used in the restructuring industry) under chapter 11 of the Code).
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Private Exchange Transaction
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. Such exchanged common shares are held by Unsub Topco and were not canceled.
Next Alt is a personal holding company of Patrick Drahi, who is its controlling shareholder and a member of Optimum’s board of directors. As of May 27, 2026, Next Alt beneficially owned approximately 39.6% of Optimum’s outstanding Class A shares and approximately 99.9% of Optimum’s outstanding Class B shares, representing in the aggregate approximately 94.0% of the voting power of Optimum. After giving effect to the Private Exchange Transaction, Next Alt beneficially owned approximately 27.8% of Optimum’s outstanding Class A shares and approximately 99.9% of Optimum’s outstanding Class B shares, representing in the aggregate approximately 90.5% of the voting power of Optimum.
The Transactions were approved by a committee of independent managers of the board of managers of Unsub Topco.
A press release announcing the Transactions is included as Exhibit 99.1 hereto.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the Private Placement Transaction and the Private Exchange Transaction is incorporated herein by reference.
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.
Item 7.01 Regulation FD Disclosure
The Company anticipates engaging in discussions with holders of CSC Holdings’ debt with respect to potential deleveraging transactions. The Company is furnishing herewith certain information it anticipates providing in connection with such discussions as Exhibit 99.2.
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.
The information being furnished in this Item 7.01, including Exhibit 99.2 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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Item 8.01 Other Events
Tender Offer
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 Tender Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 1, 2026 (the “Offer to Purchase”), the related letter of transmittal and other related materials filed today as part of the Schedule TO with the Securities and Exchange Commission (the “SEC”). Unsub Topco will fund the purchase of shares in the Tender Offer with proceeds from the Private Placement Transaction.
A copy of the press release announcing the Tender Offer is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
Neither this report nor the exhibit hereto is a recommendation to buy or sell any of Optimum’s securities and shall not constitute an offer to purchase or the solicitation of an offer to sell any securities of Optimum. The Tender Offer is being made exclusively pursuant to the Offer to Purchase, the related letter of transmittal and other related materials filed as part of the Schedule TO. The offer materials are being sent to holders of the Class A shares. Holders may also obtain free copies of the offer materials online at the website of the 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 information agent in connection with the Offer.
Potential Public Exchange
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. In the event that Unsub Topco purchases substantially all of the shares that it has offered to purchase in the Tender Offer, it does not intend to commence the Public Exchange Offer.
Further details regarding the potential Public Exchange Offer, including its anticipated timing, are expected to be announced in due course as the Company continues to prepare required financial and other information to include in the related offer documents. Although it is the Company’s present intention to commence the Public Exchange Offer subject to the qualifications described above, there can be no assurance that the Public Exchange Offer will ultimately be commenced or consummated, even if the Tender Offer is not fully subscribed.
This report is not a recommendation to buy or sell any of Optimum’s securities and shall not constitute an offer to purchase or the solicitation of an offer to sell any securities of Optimum. The Public Exchange Offer, if any, will be made only by means of an effective registration statement.
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Amendment to UnSub Credit Agreement
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. A copy of the Amendment is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Other Information
Optimum is a holding company that conducts its business largely through subsidiaries that are owned directly or indirectly by its wholly owned subsidiary, CSC Holdings, which is the obligor with respect to approximately $21.8 billion of secured debt, guaranteed notes and senior notes (as of March 31, 2026). Optimum is not a guarantor or otherwise obligated with respect to the debt of CSC Holdings.
The Company currently anticipates entering into discussions with the holders of the CSC Holdings debt in order to explore potential restructuring alternatives. In the event of a CSC Holdings debt restructuring where such 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 certain subsidiaries would be jointly and severally liable, would exceed $4 billion. The likelihood that this potential tax liability will be crystallized in a restructuring transaction may be materially reduced if the creditors of CSC Holdings and Optimum can agree to restructure the debt of CSC Holdings on a consensual basis that does not result in a deconsolidation event.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit |
Description | |
| 10.1 | First Amendment, dated May 29, 2026, to Amended and Restated Credit Agreement, dated as of January 12, 2026, by and among Cablevision Litchfield, LLC and CSC Optimum Holdings, LLC, each as a borrower, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. | |
| 99.1 | Press Release of Optimum, dated June 1, 2026, regarding the transactions | |
| 99.2 | Presentation of Optimum | |
| 99.3 | Press Release of Optimum, dated June 1, 2026, relating to Tender Offer | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OPTIMUM COMMUNICATIONS, INC. | ||
| Dated: June 1, 2026 | By: | /s/ Michael E. Olsen |
| Michael E. Olsen | ||
| General Counsel & Chief Corporate Responsibility Officer | ||
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Exhibit 99.1
Optimum Launches Effort to Drive a Consensual Repositioning of its Capital Structure
| ● | Optimum forms new unrestricted subsidiary to hold the Optimum East Cable business and Optimum’s 50.01% stake in Lightpath, and implements internal reorganization to make the new holdco group financially and operationally independent from its parent, CSC Holdings |
| ● | 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 |
| ● | New unrestricted holdco concurrently commences cash tender offer for up to $300 million of Optimum common stock held by its public stockholders at $2.50 per share |
| ● | Optimum announces strategic priorities and new long-range plan |
LONG ISLAND CITY, N.Y. — June 1, 2026 — Optimum Communications, Inc. (NYSE: OPTU) (“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 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; |
| (2) | a private placement of preferred units in a newly formed unrestricted subsidiary, CSC Investments II LLC (“Unsub Topco”), that holds the Optimum East Cable and Lightpath assets; |
| (3) | a private exchange of such preferred units for Optimum common stock owned by the Company’s controlling stockholder, Next Alt S.à r.l. (“Next Alt”), and certain members of the board of directors and executive management of Optimum with respect to a portion of their Optimum common stock, at $2.50 per share; and |
| (4) | a cash tender offer to Optimum’s unaffiliated stockholders at $2.50 per share, that may be followed by a registered public exchange that would offer holders of Optimum Class A shares to exchange a similar portion of such shares into the preferred units in Unsub Topco. |
CSC Holdings currently has $21.8 billion in outstanding funded debt, including approximately $5.0 billion in outstanding loans and $16.8 billion in outstanding notes (each as of March 31, 2026) (the “CSC Holdings Debt”). Of this total, approximately $6.2 billion matures in 2027, including $4.1 billion in April 2027 (each as of the same date).
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. The Co-Op Agreement thus severely limits traditional restructuring alternatives, including with respect to the debt that matures in 2027. In view of the foregoing, the Company has carefully considered its alternatives and has determined that the best path is to pursue a consensual comprehensive restructuring of the CSC Holdings Debt through a negotiation with the Co-Op Group.
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The Company believes that the measures announced today will increase the likelihood that the Company will be able to reach a consensual comprehensive deal with the Co-Op Group and will also mitigate the potential adverse impact that failing to achieve such a resolution could otherwise have on the Company’s assets and business operations and the value recoverable by its creditors and stockholders.
In that regard, the Company determined that the first step would be to enhance the operational and financial independence of the Optimum East Cable business (i.e., its internet, voice and video operations business in New York, Connecticut, New Jersey and Pennsylvania), which was already part of the “unrestricted” group under the CSC Holdings Debt documents prior to the Transactions. In pursuit of this objective, 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 addition to consolidating CSC Holdings’ unrestricted equity interests in the Optimum East Cable and Lightpath businesses under Unsub Topco and its subsidiaries (the “Unsub Topco Group”), the Company also caused certain corporate functions, contracts, assets having de minimis value and employees that complement and support the Optimum East Cable business to be migrated into or assumed by the Unsub Topco Group. The Company has also amended and restated the existing shared services agreement to maintain the Company’s ordinary-course business operations without disruption. The resulting new structure, which was implemented in compliance with the terms of the CSC Holding Debt documents, is intended to maximize value by facilitating the Company’s ability to raise capital supported by the value of the Unsub Topco Group. The structure has the added benefit of insulating the Optimum East Cable business from any potential consequences of a future default under the CSC Holdings Debt documents or the failure to reach a consensual comprehensive resolution with the Co-Op Group, including reducing the possibility that the Unsub Topco Group would file for relief under chapter 11 if the Company determines that it would be prudent for CSC Holdings to do so.
On a parallel path with the internal reorganization, the Company developed a balanced plan to protect Optimum stockholder value and increase flexibility for CSC Holdings by having Unsub Topco (1) acquire Optimum common stock previously held by Next Alt and certain of Optimum’s directors and executive management at fair value in exchange for Unsub Topco preferred units; and (2) launch a tender offer to purchase a proportionate amount of Optimum Class A common stock from its unaffiliated stockholders for an equivalent cash price (the “Cash Tender”). Based on its consideration of a variety of factors, it was determined that Unsub Topco would issue up to approximately $512 million of preferred limited liability company units, approximately $300 million of which would be raised through the private placement of preferred units to third-party institutional investors, the proceeds of which would be used to fund the Cash Tender to unaffiliated Optimum stockholders to tender up to $300 million of their Optimum Class A common stock to Unsub Topco. The remaining $200 million would be in the form of preferred units being issued to Next Partner, L.P. (“Next Partner”), an affiliate of Next Alt, in exchange for a ratable portion of Next Alt’s Optimum Class A and Class B common stock and approximately $12 million to certain directors and members of executive management in exchange for a pro rata portion of their Optimum common stock.
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To establish market terms for the Unsub Topco preferred units, Unsub Topco, acting under the supervision of a special committee of independent managers (the “Unsub Special Committee”), engaged in a rigorous marketing process to raise $300 million of preferred units in a private placement to institutional investors. The resulting terms, which were ultimately negotiated with and agreed to by leading third-party institutional investors are described in detail in the Company’s Current Report on Form 8-K filed concurrently with the issuance of this press release.
The per-share price for the Next Alt exchange and the public stockholder Cash Tender was determined after consideration of a variety of factors. A significant factor was the value that the Company believes could be delivered to holders of CSC Holdings Debt in a consensual restructuring in which those holders receive equity interests in Optimum — an entity that is neither an obligor nor a guarantor of their debt — rather than equity in, or assets of, CSC Holdings and/or its subsidiaries. Structuring flexibility for CSC Holdings in this manner would mitigate a potential multi-billion-dollar U.S. federal income tax liability for which Optimum and its subsidiaries would be jointly and severally liable and which would otherwise substantially diminish the value of creditor recoveries. The Company considered both the magnitude of this potential tax liability, the potential reduction of such liability achievable through such a consensual transaction, and the impact such a large value shift has on the likelihood of reaching a consensual resolution. These factors supported a per-share price of $2.50, which is materially higher than the current market price.
Subject to market and other conditions at the time, if significantly fewer shares are tendered in the Cash Tender than the maximum amount sought in the Cash Tender, Unsub Topco is currently planning to conduct a registered public exchange, pursuant to which holders of Optimum Class A common stock would have the opportunity to exchange their shares for an initial stated value of newly issued preferred units in Unsub Topco on substantially similar economic terms as those available in the private placement and private exchange, up to an amount equal to $300 million less the aggregate purchase price for shares purchased in the Cash Tender. Please refer to “Potential Public Exchange” in Item 8.01 of the Company’s Form 8-K filed concurrently with the issuance of this press release.
The Unsub Special Committee approved entry into the private placement, private exchange, Cash Tender, and potential public exchange.
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The Company welcomes constructive engagement with all of its stakeholders and remains prepared to pursue discussions with the Co-Op Group regarding consensual deleveraging transactions. The Company has released certain information used or to be used in connection with such engagement and discussions.
Long-Range Plan
The Company’s Form 8-K filed concurrently with the issuance of this press release includes materials describing the Company’s long-range plan. The Company is disclosing these materials in connection with anticipated discussions with the Co-Op Group.
Operational Continuity
These Transactions are financial and structural in nature and do not impact the continuity of Optimum’s day-to-day operations, employees, management team, or operational leadership. The Company continues to serve its customers and support its partners across all business segments without interruption. The Company will continue to be supported by the same senior management team, and the Company’s board composition will remain the same in connection with the Transactions, although certain limited matters relating to the senior management team’s compensation will be delegated to the Unsub Special Committee.
U.S. Federal Income Tax Matters
Optimum is a holding company that conducts its business largely through subsidiaries that are owned directly or indirectly by CSC Holdings, which is the obligor under the CSC Holdings Debt. Optimum is not a guarantor or otherwise obligated with respect to the CSC Holdings Debt.
As noted above, the Company anticipates entering into discussions with the holders of the CSC Holdings Debt to explore potential restructuring alternatives. 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 likelihood that this potential tax liability will be crystallized in a restructuring transaction may be materially reduced if the holders of CSC Holdings Debt and the Company can agree to restructure the debt of CSC Holdings on a consensual basis that does not result in a deconsolidation event.
Additional detailed information regarding this announcement can be found in the Form 8-K filed contemporaneously with this press release.
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Advisors
Evercore and Altman Solon LP served as the Company’s placement agent in connection with the issuance of the preferred units and as industry consultant, respectively, and White & Case LLP and Quinn Emanuel Urquhart & Sullivan, LLP served as legal counsel to the Company in connection with the Transactions.
About Optimum Communications, Inc.
Optimum Communications, Inc. (NYSE: OPTU) is one of the largest broadband communications providers in the United States, delivering high-speed internet, video, mobile, and voice services to approximately 4.3 million residential and business customers across 21 states. As a brand built for the future, Optimum is committed to reimagining connectivity and delivering exceptional experiences through next-generation technology and customer-first innovation. The Company also operates Optimum Media, an advanced advertising and data solutions business that enables local, regional, and national brands to reach audiences across screens with precision and scale. Additionally, News 12 — its award-winning hyperlocal news network — provides trusted, community-focused journalism across the tri-state area and beyond.
Forward-Looking Statements
Certain statements in this press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this release, such as those regarding our intentions, beliefs or current expectations concerning, among other things: our future financial condition and performance, our strategy to drive long-term growth, our business plans, market conditions, our ability to incur additional indebtedness, our intention to conduct the Public Exchange Offer and potential strategic opportunities. These forward-looking statements can be identified by the use of forward-looking terminology, including, without limitation, the terms “may,” “intend,” “expect,” “believe,” “anticipate,” “plan,” “seek,” “estimate,” “project,” “target,” “will,” “would,” “could,” “should” and other variations or comparable terminology. There can be no assurance that any forward-looking statement will result or be achieved or accomplished. To the extent that statements in this release are not recitations of historical fact, such statements constitute forward-looking statements, which, by definition, involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including risks referred to in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and subsequent Quarterly Reports on Form 10-Q. You are cautioned not to place undue reliance on our forward-looking statements. Any forward-looking statement speaks only as of the date on which it was made. Optimum specifically disclaims any obligation to publicly update or revise any forward-looking statement as of any future date.
Securities Law Matters
This press release is not a recommendation to buy or sell any of the Company’s securities and shall not constitute an offer to purchase or the solicitation of an offer to sell any securities of the Company. The tender offer is being made exclusively pursuant to the Offer to Purchase described in the Form 8-K filed concurrently with this press release, the related letter of transmittal and other related materials filed as part of a Schedule TO filed by the Company with Securities and Exchange Commission. The offer materials are being sent to holders of Optimum Class A shares. Holders may also obtain free copies of the offer materials online at the website of the 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 information agent in connection with the offer.
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Exhibit 99.2
Supplemental Financial Disclosure June 1, 2026
2 FORWARD - LOOKING STATEMENTS This long - range plan contains forward - looking statements. Forward - looking statements relate to future events and anticipated res ults of operations, business strategies, and other aspects of our operations or operating results. In many cases you can identify forward - looking statements by terminology such as “anticipate,” “intend,” “project,” “estimate,” “continue,” “potential,” “should,” “could,” “may,” “will,” “objective,” “guidance,” “outlook,” “effort,” “expect,” “believe,” “predict,” “budget,” “projection,” “goal,” “pl an,” “forecast,” “target” or similar words or figures for years followed by the letter “E” . All references to financial, operating, and other business information in future periods that do not otherwise include such termi nol ogy but otherwise clearly indicate a future period after the year 2025 are considered forward looking statements. Statements may be forward looking even in the absence of these particular words. Where , i n any forward - looking statement, Optimum Communications expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed t o h ave a reasonable basis. However, there can be no assurance that such expectation or belief will result or be achieved. The actual results of operations can and will be affected by a variety of r isk s and other matters. Other factors that could cause actual results to differ materially from those described in the forward - looking statements include other economic, business, competitive and/or regulator y factors affecting our business generally as set forth in our filings with the Securities and Exchange Commission. Unless legally required, Optimum Communications undertakes no obligation to update pu bli cly any forward - looking statements, whether as a result of new information, future events or otherwise. NON - GAAP FINANCIAL MEASURES We define Adjusted EBITDA, which is a non - GAAP financial measure, as net income (loss) excluding income taxes, non - operating inc ome or expenses, gain (loss) on extinguishment of debt and write - off of deferred financing costs, gain (loss) on interest rate swap contracts, gain (loss) on derivative contracts, gain (loss) on in vestments and sale of affiliate interests, interest expense, net, depreciation and amortization, share - based compensation, restructuring, impairments and other operating items (such as significant legal settleme nts and contractual payments for terminated employees). We define Adjusted EBITDA margin as Adjusted EBITDA divided by total revenue. Adjusted EBITDA eliminates the significant non - cash deprecia tion and amortization expense that results from the capital - intensive nature of our business and from intangible assets recognized from acquisitions, as well as certain non - cash and other operating items that affect the period - to - period comparability of our operating performance. In addition, Adjusted EBITDA is unaffected by our capital and tax structures and by our investment activities. W e b elieve Adjusted EBITDA is an appropriate measure for evaluating our operating performance. Adjusted EBITDA and similar measures with similar titles are common performance measures used by inves tor s, analysts and peers to compare performance in our industry. Internally, we use revenue and Adjusted EBITDA measures as important indicators of our business performance and evaluate mana gem ent’s effectiveness with specific reference to these indicators. We believe Adjusted EBITDA provides management and investors a useful measure for period - to - period comparisons of our core business and operating results by excluding items that are not comparable across reporting periods or that do not otherwise relate to our ongoing operating results. Adjusted EBITDA should be viewed a s a supplement to and not a substitute for operating income (loss), net income (loss), and other measures of performance presented in accordance with U.S. generally accepted accounting principles ( "GA AP"). Since Adjusted EBITDA is not a measure of performance calculated in accordance with GAAP, this measure may not be comparable to similar measures with similar titles used by other com panies. For a reconciliation of Adjusted EBITDA to net income (loss), see Optimum Communications earnings releases posted to the Optimum Communications website for the respective periods. In cert ain periods Adjusted EBITDA is provided on a forward - looking basis. The Company has not included a reconciliation of projected Adjusted EBITDA to net income (loss), which is the most directly c omp arable GAAP measure, in reliance on the unreasonable efforts exception provided under Item 10(e)(1)( i )(B) of Regulation S - K. The Company’s projected Adjusted EBITDA excludes certain items that are inherently uncertain and difficu lt to predict and may significantly impact the projection of net income (loss). Optimum cannot provide a reconciliation to net income (loss) on a forward - looking basis. NOTES + All figures shown are exclusive of CSC Lightpath Holdings LLC (“ Lightpath ”) unless noted. + Figures are rounded independently and may not sum to totals shown. Differences are attributable to rounding only. + East comprises New York, New Jersey, Connecticut, and Pennsylvania . + West comprises Arizona, Arkansas, California, Idaho, Kansas, Kentucky, Louisiana, Mississippi, Missouri, Nevada, New Mexico, Nor th Carolina, Ohio, Oklahoma, Texas, Virginia, and West Virginia.
3 Optimum Transformation Facing increased competition and an evolving macroeconomic environment, the Optimum Team has stabilized the business, positioning it for growth 1. RESET Comprehensive reset and transformation since 2023 Rebuilt leadership and culture Improved cost controls; implemented financial discipline Strengthened network; established new go - to - market and operational strategy 2. PROGRESS Operational momentum; stronger, more resilient today Investment in convergence strategy; Mobile lines nearly tripled since end of 2022 1 Record margins; stabilizing Adj. EBITDA and ARPU trends Improved capital efficiency 3. GROWTH Disciplined investment in network, CX, offerings, service Multi - gig across nearly entire footprint expected by 2031E Adj. EBITDA 2 YoY growth expected in 2028E, and Revenue YoY growth in 2030E 2031E: ~73% gross margin and ~45% Adj. EBITDA margin Optimum’s clear, growth - oriented strategy and disciplined investments are already improving results. Despite capital constraints , the strategic initiatives underway are expected to stabilize revenue, expand margins, and grow Adj. EBITDA. Notes: 1) From December 2022 to March 2026; 2) Adjusted EBITDA is a non - GAAP financial measure
4 Optimum Overview Stabilization Underway Improving Long - Term Outlook + Significant improvement amidst competitive pressure + Enabled by strategic refresh of senior leadership team + Disciplined investments (e.g., network modernization) + Adj. EBITDA 1 growth & improved operational KPIs in mid - term Attractive Footprint + Attractive footprint with strong presence in top DMAs + Dense Northeast footprint, fast - growing West 10m passings 3m fiberized High Penetration in Competitive Markets + High penetration in mature , high - competition landscape + 52% of customers are long - term with lifetime >5 years 40%+ penetration in mostly 2+ HSD player markets x 20 25 Outlook met or exceeded all KPIs ~45% Adj. EBITDA margin 1 by ‘31E enabled by strategy Clear Strategy to Pursue Growth + Four - pillar growth strategy to Maximize Platform Value : + Multiple initiatives in implementation phase Simpler, Broader Offers Richer Customer Experience Easier Service Delivery Modern Network Platform Notes: 1) All financial figures shown, including Adj. EBITDA margin, are exclusive of Lightpath . Adjusted EBITDA is a non - GAAP financial measure. Optimum cannot provide a reconciliation to net income (loss) on a forward - looking basis
5 Attractive Footprint & Penetration Optimum is a high - speed data provider, with ~42% penetration in an attractive footprint + Dense footprint in attractive markets across 21 states, including: Optimum Footprint Summary 1 HFC and Fiber as of December 2025 Optimum Footprint US Overall + 10.0m high - speed passings + 3.1m fiber passings; among top 5 largest U.S. FTTH platforms + ~42% broadband penetration + Attractive footprint demographics 4 : high incomes, above - average household growth $98k $92k 2.1% 1.0% 26% 19% 101 69 Median HH Income Housing Units CAGR ’20 - ’24 MDU % of Housing Units # Business Locations per 1k Housing Units Notes: 1) Footprint based on FCC Broadband Data Collection (BDC) reported HFC and fiber availability as of December 2025; 2) Loc ations served by both HFC and fiber are counted as a single fiber passing; 3) EOY 2025; 4) Demographics based on 2024 ACS data NYC metro area 3 .0m 2.8m 0.1m 4.1m 2.7m 1.5m East - Fiber East - HFC West - Fiber West - HFC Passings 2 Broadband Subs 3 ( % Pen.) 10.0m 4.2m (42%) West East Houston Austin Dallas
6 Broadband Price Pressure Fixed - Mobile Convergence Video Disruption Programming Costs Increase Intensifying Competition Consumers continue to cord - cut/shave , albeit at a moderating pace New competitors focused on broadband only and Everyday Low Pricing have intensified price competition on broadband offers High - speed broadband competition has increased in recent years, driven by ILEC 1 upgrades, overbuilder entry, and advances in wireless technologies (FWA 2 , LEO 3 ) Increasing prevalence of household Fixed - Mobile Convergence may reduce switching in - market Competitive Evolution Market headwinds require a focused response, with risk mitigation plans in place Contractual escalators and renewal - related increases continue to drive higher per - channel programming costs Notes: 1) Incumbent Local Exchange Carrier – typically referring to AT&T, Verizon, etc.; 2) Fixed Wireless Access; 3) Low Earth Orbit – referring to provision of satellite broadband from Low Earth Orbit satellites
7 Stabilization Underway Despite these headwinds, management has stabilized performance and achieved goals Revenue Programming & Direct Costs Other Operating Expenses 1 Adj. EBITDA 2 ~$8.6bn $8.6bn ~$2.6bn $2.6bn ~$2.6bn $2.6bn ~$3.4bn $3.4bn excl. i24 3 Full Year 2025 Outlook 4 Full Year 2025 Achieved 4 Cash Capital Expenditures ~$1.3bn $1.3bn New Total Passings Additions +175k +177k Stabilization efforts continue to progress Broadband ARPU Slight growth +1.6% YoY Financial & operational discipline protecting value Structural margin expansion through programming cost optimization Full Year 2025 Highlights Notes: 1) Other Operating Expenses do not include programming and direct costs, depreciation and amortization, share - based compensation , restructuring, impairments and other operating items; 2) Adjusted EBITDA is a non - GAAP financial measure. For a reconciliation to net income (loss), see th e Q4 and Full Year 2025 Optimum Communications earnings release posted to the Optimum Communications website. Full Year 2025 net income (loss) was ($1,833m); 3 ) The company divested its i24 NEWS business (“i24”) in December of 2025. Excluding i24, Full Year 2025 Adjusted EBITDA would have been $3,390m. On a report ed basis, including i24, Full Year 2025 Adjusted EBITDA was $3,336m; 4) Inclusive of Lightpath
8 Optimum Strategy Management is executing a strategy to maximize platform value ARPU Resilience driven by acceleration of mobile convergence Reduced Churn via convergence, CX enhancements, and ops. improvements Gross Margin Expansion via video repackaging and increased focus on broadband Network Improvement & Win Rate Gains enabled by 96% multi - gig coverage Operating Expense Reduction via increased efficiency and AI - powered tooling Improved Long - Term Cash Flow Generation End - to - end digital customer journeys Richer Customer Experience Converged, customer - value focused offers Simpler, Broader Offers Diagnostics - led care & field efficiency Easier Service Delivery Targeted plant investments Modern Network Platform
9 Network Modernization The plan involves upgrading nearly the entire network to multi - gig by 2031E 69% 2025A 36% 64% 2026E 52% 48% 2027E 68% 32% 2028E 82% 18% 2029E 89% 30% 2030E 96% 4% 2031E Multi - Gig 2 1 Gig or Less 70% 2024A 31% 9.8m 10.0m 10.2m 10.4m 10.5m 10.7m 10.8m 10.9m 11% +11% Optimum Network Passings 1 (m), 2024A - 2031E Historical Forecast Notes: 1) Locations served by both HFC and fiber are counted as a single fiber passing; 2) Includes both Fiber and HFC Invest to further modernize our network by increasing multi - gig passings through both fiber edge - outs and HFC upgrades. This yields: + Differentiation in competitive markets + Greater value for our customers + Improved network reliability and performance + Pathway to continued speed improvements
10 Long - Range Plan CSC Holdings, LLC excluding CSC Lightpath Holdings LLC The strategy will deliver margin expansion as revenue, EBITDA stabilize post - 2029E Revenue ($bn) Gross Margin (%) CapEx ($bn) CapEx / Revenue (%) Adj. EBITDA ($bn) Adj. EBITDA Margin (%) $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 67% 68% 70% 71% 72% 72% 72% 73% $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 $1.3 $1.1 $1.2 $1.4 $1.4 $1.3 $1.2 $1.1 ’24 A ’25 A ’26 E ’27 E ’28 E ’29 E ’30 E ’31 E 37% 38% 38% 38% 39% 41% 43% 45% 15% 14% 15% 19% 20% 20% 17% 17% Historical Forecast Historical Forecast Revenue ($bn) & Gross Margin (%) Excl. CSC Lightpath Holdings LLC Adj. EBITDA 1 ($bn) Excl. CSC Lightpath Holdings LLC CapEx ($bn) Excl. CSC Lightpath Holdings LLC Notes: 1) Adjusted EBITDA is a non - GAAP financial measure Historical Forecast
11 Long - Range Plan CSC Holdings, LLC excluding CSC Lightpath Holdings LLC 2031E 2030E 2029E 2028E 2027E 2026E 2025A 2024A 10.9 10.8 10.7 10.5 10.4 10.2 10.0 9.8 Total Passings (m) 3.8 3.8 3.8 3.8 3.9 4.0 4.2 4.3 Total Broadband Subscribers (m) 1 35% 35% 35% 36% 37% 39% 42% 44% Total Broadband Penetration ($bn) $3.2 $3.1 $3.1 $3.1 $3.2 $3.3 $3.5 $3.6 B2C Broadband Revenue 1.6 1.7 1.8 2.0 2.2 2.6 2.8 3.2 B2C Video and Voice Revenue 2.1 2.0 1.9 1.9 1.7 1.8 1.7 1.7 All Other Revenue 2 $6.9 $6.9 $6.8 $7.0 $7.2 $7.6 $8.1 $8.5 Total Revenue 1.9 1.9 1.9 1.9 2.1 2.3 2.6 2.9 Direct Costs $5.0 $5.0 $4.9 $5.0 $5.1 $5.3 $5.5 $5.7 Gross Profit 73% 72% 72% 72% 71% 70% 68% 67% Gross Margin 1.9 2.0 2.1 2.3 2.4 2.4 2.5 2.5 Operating Expenses 3 $3.1 $2.9 $2.8 $2.8 $2.8 $2.9 $3.0 $3.2 Adjusted EBITDA 4 45% 43% 41% 39% 38% 38% 38% 37% Adj. EBITDA Margin $1.1 $1.2 $1.3 $1.4 $1.4 $1.2 $1.1 $1.3 Capital Expenditures Notes: 1) B2C accounts for ~92% of Total subscribers; 2) Includes B2B, News & Advertising, and Mobile; 3) Operating Expenses do not include programming and direct costs, depreciation and amortization, share - based compensation, restructuring, impairments and other operating items ; 4) Adjusted EBITDA is a non - GAAP financial measure
12 Long - Range Plan East Operating Group 1 2031E 2030E 2029E 2028E 2027E 2026E 2025A 2024A 6.2 6.1 6.1 6.0 5.9 5.9 5.8 5.7 Total Passings (m) 2.6 2.5 2.5 2.5 2.5 2.6 2.7 2.8 Total Broadband Subscribers (m) 2 41% 42% 42% 42% 43% 44% 46% 49% Total Broadband Penetration ($bn) $2.2 $2.1 $2.1 $2.1 $2.1 $2.1 $2.3 $2.3 B2C Broadband Revenue 1.3 1.4 1.5 1.6 1.8 2.1 2.2 2.4 B2C Video and Voice Revenue 0.6 0.6 0.6 0.6 0.6 0.6 0.6 0.6 All Other Revenue 3 $4.1 $4.1 $4.2 $4.3 $4.5 $4.8 $5.1 $5.4 Total Revenue 1.0 1.0 1.1 1.2 1.3 1.5 1.7 1.9 Direct Costs $3.1 $3.1 $3.1 $3.1 $3.2 $3.3 $3.4 $3.5 Gross Profit 76% 75% 73% 72% 70% 69% 67% 64% Gross Margin 1.1 1.2 1.2 1.3 1.4 1.4 1.4 1.3 Operating Expenses 4 $2.0 $1.9 $1.8 $1.8 $1.8 $1.9 $2.0 $2.1 Adjusted EBITDA 5 49% 46% 44% 41% 40% 40% 40% 39% Adj. EBITDA Margin $0.6 $0.6 $0.8 $0.8 $0.8 $0.7 $0.5 $0.6 Capital Expenditures Notes: 1) East Operating Group consists of broadband, video, & voice operations in East; 2) B2C accounts for ~92% of East sub scr ibers; 3) Excludes News & Advertising and Mobile; 4) Operating Expenses do not include programming and direct costs, depreciation and amortization, share - based compensation, restruc turing, impairments and other operating items; 5) Adjusted EBITDA is a non - GAAP financial measure
13 Long - Range Plan CSC Holdings Restricted Subsidiaries 1 2031E 2030E 2029E 2028E 2027E 2026E 2025A 2024A 4.7 4.7 4.6 4.5 4.4 4.3 4.2 4.1 Total Passings (m) 1.2 1.2 1.2 1.3 1.3 1.4 1.5 1.6 Total Broadband Subscribers (m) 2 26% 26% 27% 28% 30% 33% 35% 38% Total Broadband Penetration ($bn) $1.0 $1.0 $1.0 $1.0 $1.1 $1.1 $1.3 $1.3 B2C Broadband Revenue 0.3 0.3 0.3 0.4 0.5 0.5 0.6 0.8 B2C Video and Voice Revenue 1.5 1.5 1.4 1.3 1.1 1.2 1.1 1.1 All Other Revenue 3 $2.8 $2.7 $2.7 $2.7 $2.7 $2.8 $3.0 $3.1 Total Revenue 0.9 0.8 0.8 0.7 0.7 0.8 0.9 0.9 Direct Costs $1.9 $1.9 $1.9 $1.9 $2.0 $2.0 $2.1 $2.2 Gross Profit 68% 69% 70% 72% 73% 71% 70% 70% Gross Margin 0.8 0.9 0.9 0.9 1.0 1.1 1.1 1.2 Operating Expenses 4 $1.1 $1.0 $1.0 $1.0 $1.0 $1.0 $1.0 $1.1 Adjusted EBITDA 5 39% 38% 37% 37% 36% 34% 33% 34% Adj. EBITDA Margin $0.6 $0.6 $0.6 $0.6 $0.6 $0.5 $0.6 $0.6 Capital Expenditures Notes: 1) CSC Holdings Restricted Subsidiaries consists of broadband, video, & voice operations in West, Mobile, and News & A dve rtising, excluding NY Interconnect, LLC; 2) B2C accounts for ~93% of West subscribers; 3) Includes News & Advertising and Mobile; 4) Operating Expenses do not include programming and direct costs, depreciation and amortization, share - based compensation, restructuring, impairments and other operating items; 5) Adjusted EBITD A is a non - GAAP financial measure
14 Simplified Organizational Structure Notes: Debt balances per Optimum Communications, Inc. Form 10 - Q for the quarter ended March 31, 2026. Structure shown for illustrative purposes only and does not represent a complete legal entity structure; unless otherwise indicated, entities shown are wholly - owned subsidiaries; 1) Consis ts of broadband, video, & voice operations in West, Mobile, and News & Advertising; 2) Consists of broadband, video, & voice operations in East Series A Preferred Units (“Preferred Units”) $21.8bn CSC Holdings Funded Debt Optimum Communications, Inc. CSC Holdings, LLC CSC Investments II LLC CSC Lightpath Holdings LLC CSC Cablevision Holdings LLC 50.01% $3.1bn UnSub Group Credit Facility CSC Holdings Restricted Subsidiaries 1 Lightpath UnSub Group $1.7bn Lightpath Secured Fiber Network Revenue Notes East Operating Group 2 CSC Investments LLC
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Exhibit 99.3
Optimum Subsidiary Announces Launch of Tender Offer for Shares of Optimum’s Class A Common Stock
For up to 120,000,000 shares of Class A Common Stock of Optimum Communications, Inc.
At a Purchase Price of $2.50 Per Share
NEW YORK (June 1, 2026) – CSC Investments II LLC, a Delaware limited liability company (“CSC Investments II”) and a wholly owned subsidiary of Optimum Communications, Inc. (NYSE: OPTU) (“Optimum”), today announced it has launched a tender offer to purchase up to 120,000,000 shares of Optimum’s Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”). The consideration for each share of Class A Common Stock tendered and accepted for purchase pursuant to the tender offer will equal $2.50 (the “Purchase Price”), payable in cash, less any applicable withholding taxes and without interest. The Purchase Price does not, and will not, include any amount with respect to dividends. On May 29, 2026, the last full trading day prior to the announcement of the tender offer, the reported closing price of Optimum’s Class A Common Stock on the New York Stock Exchange was $0.658 per share.
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.
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).
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.
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.
Neither CSC Investments II, Optimum, the Board of Managers of CSC Investments II, the Board of Directors of Optimum, the depositary nor the information agent for the tender offer has made any recommendation to any stockholder as to whether to tender or refrain from tendering any shares of Class A Common Stock. Neither CSC Investments II nor Optimum has authorized any person to make any such recommendation. Stockholders must decide whether to tender their shares of Class A Common Stock and, if so, how many shares to tender. In doing so, stockholders should carefully evaluate all of the information in the tender offer documents before making any decision with respect to the tender offer, and should consult their own broker or other financial and tax advisors.
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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.
CSC Investments II will pay the Purchase Price for shares it purchases promptly after the expiration of the tender offer and the acceptance of such shares for payment. CSC Investments II expects that it may take until at least three business days after the expiration of the tender offer to calculate the final proration factor, if any, and begin paying for tendered shares.
The Offer to Purchase will be mailed to record holders of the Class A Common Stock and will be furnished to brokers, dealers, commercial banks, trust companies or other nominee stockholders and similar persons whose names, or the names of whose nominees, appear on Optimum’s stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of the Class A Common Stock. The Offer to Purchase contains important information that stockholders are urged to read before any decision is made with respect to the tender offer.
D.F. King & Co., Inc. will serve as information agent for the tender offer and Equiniti Trust Company, LLC will serve as depositary for the tender offer. For more information about the tender offer, please contact D.F. King & Co., Inc. at (866) 796-1290.
Additional Information Regarding the Tender Offer
There can be no assurance that CSC Investments II will complete the equity tender offer on the terms described in this release or at all. This press release is for informational purposes only. This press release is not a recommendation to buy or sell shares of Class A Common Stock or any other securities, and it is neither an offer to purchase nor a solicitation of an offer to sell shares of Class A Common Stock or any other securities. A tender offer statement on Schedule TO-I, including an offer to purchase, a letter of transmittal, and related materials, has been filed with the United States Securities and Exchange Commission (the “SEC”) by Optimum on the date hereof. The tender offer is being made pursuant to the offer to purchase, the letter of transmittal, and related materials filed as a part of the Schedule TO-I. Stockholders should read carefully the offer to purchase, letter of transmittal, and related materials because they contain important information, including the various terms of, and conditions to, the tender offer. Stockholders are able to obtain a free copy of the tender offer statement on Schedule TO-I, the offer to purchase, letter of transmittal, and other documents that Optimum has filed with the SEC at the SEC’s website at www.sec.gov, the investor relations section of Optimum’s website at https://investors.optimum.com, or from the information agent for the tender offer.
CSC INVESTMENTS II IS NOT MAKING THE TENDER OFFER TO (NOR WILL IT ACCEPT ANY TENDER OF SHARES FROM OR ON BEHALF OF) HOLDERS OF SHARES IN ANY JURISDICTION IN WHICH THE MAKING OF THE TENDER OFFER OR THE ACCEPTANCE OF ANY TENDER OF SHARES WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. HOWEVER, CSC INVESTMENTS II MAY, AT ITS DISCRETION, TAKE SUCH ACTION AS IT MAY DEEM NECESSARY TO MAKE THE TENDER OFFER IN ANY SUCH JURISDICTION AND EXTEND THE TENDER OFFER TO HOLDERS OF SHARES IN SUCH JURISDICTION. IN ANY JURISDICTION THE SECURITIES OR BLUE SKY LAWS OF WHICH REQUIRE THE TENDER OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE TENDER OFFER SHALL BE DEEMED TO BE MADE ON CSC INVESTMENTS II’S BEHALF BY ONE OR MORE REGISTERED BROKERS OR DEALERS WHICH ARE LICENSED UNDER THE LAWS OF SUCH JURISDICTION.
Contacts
Investor Relations
John Hsu: +1 917 405 2097 / john.hsu@optimum.com
Sarah Freedman: +1 631 660 8714 / sarah.freedman@optimum.com
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Media Relations
Lisa Anselmo: +1 516 279 9461 / lisa.anselmo@optimum.com
Janet Meahan: +1 516 519 2353 / janet.meahan@optimum.com
About Optimum Communications
Optimum Communications, Inc. (NYSE: OPTU) is one of the largest broadband communications and video services providers in the United States, delivering broadband, video, mobile, proprietary content and advertising services to approximately 4.3 million residential and business customers across 21 states through its Optimum brand. We operate Optimum Media, an advanced advertising and data business, which provides audience-based, multiscreen advertising solutions to local, regional and national businesses and advertising clients. We also operate News 12, which is focused on delivering best-in-class hyperlocal news content.
Forward-Looking Statements
Certain statements in this press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, statements regarding the tender offer. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this press release, including, without limitation, those regarding our intentions, beliefs or current expectations concerning, among other things, our ability to complete the tender offer, the number of shares we are able to purchase pursuant to the tender offer, our future financial condition, liquidity, capital structure and results of operations; our strategy, objectives, prospects and trends, including driving margin expansion; our 2026 priorities, including, among other things: improving broadband trends (including simplifying products and pricing and improving convergence and value-added product sell-in), maintaining financial discipline (including base management, product margin expansion, cost optimization and our AI and automation capabilities) and investing for long-term value creation (including fiber expansion, network upgrades and investment in technology and tools); our capital structure, including our ability to address upcoming maturities, refinancing activities, deleveraging initiatives and transformation plans; our subscriber trends (including broadband, mobile, video and fiber, churn, customer growth, retention, penetration and lifetime value) and competitive dynamics; our go-to-market strategies and pricing and rate management strategies and the anticipated benefits thereof; network enhancements; future developments in the markets in which we participate or are seeking to participate; and our ability to execute the tender offer as intended. These forward-looking statements can be identified by the use of forward-looking terminology, including without limitation the terms “anticipate”, “believe”, “could”, “estimate”, “expect”, “forecast”, “intend”, “may”, “opportunity”, “plan”, “project”, “should”, “target”, “outlook”, or “will” or, in each case, their negative, or other variations or comparable terminology. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. To the extent that statements in this press release are not recitations of historical fact, such statements constitute forward-looking statements, which, by definition, involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements including risks referred to in our SEC filings, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and subsequent Quarterly Reports on Form 10-Q. You are cautioned to not place undue reliance on Optimum Communications’ forward-looking statements. Any forward-looking statement speaks only as of the date on which it was made. Optimum Communications specifically disclaims any obligation to publicly update or revise any forward-looking statement, as of any future date.
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