Obligation Alticorp 7.625% ( US02154EAD13 ) en USD

Alticorp

103.88 % ⇌

Pays-bas

US02154EAD13 ( en USD )

7.625% par an ( paiement semestriel )

14/02/2025 - Obligation échue

Prospectus brochure de l'obligation Altice US02154EAD13 en USD 7.625%, échue

200 000 USD

385 000 000 USD

02154EAD1

Caa1 ( Risque élevé )

Altice est un groupe multinational de télécommunications basé aux Pays-Bas, opérant dans plusieurs pays via des filiales offrant des services de téléphonie fixe et mobile, d'accès internet haut débit et de télévision.

L'obligation Altice (US02154EAD13, CUSIP 02154EAD1), émise aux Pays-Bas pour un montant total de 385 000 000 USD, avec une taille minimale de transaction de 200 000 USD, offre un taux d'intérêt de 7,625% et arrive à échéance le 14 février 2025, affichant actuellement un prix de marché de 103,88% (en USD), avec des paiements semestriels, et est notée Caa1 par Moody's et non notée par S&P.

LISTING PARTICULARS
NOT FOR GENERAL CIRCULATION
DATED MARCH 13, 2015
IN THE UNITED STATES OR ISRAEL

2,317 million (equivalent)
$2,060,000,000 65/8% Senior Secured Notes due 2023
500,000,000 51/4% Senior Secured Notes due 2023
issued by
ALTICE FINANCING S.A.
$385,000,000 75/8% Senior Notes due 2025
issued by
ALTICE FINCO S.A.

Altice Financing S.A., a public limited liability company (société anonyme) organized and existing under the laws of the
Grand Duchy of Luxembourg (the "Senior Secured Notes Issuer"), a wholly owned direct subsidiary of Altice
Finco S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy
Luxembourg (the "Senior Notes Issuer", and together with the Senior Secured Notes Issuer, the "Issuers"), which is in
turn a wholly owned direct subsidiary of Altice International S.à r.l. ("Altice International"), offered $2,060 million
aggregate principal amount of its 65/8% senior secured notes due 2023 (the "Dollar Senior Secured Notes") and
500 million aggregate principal amount of its 51/4% senior secured notes due 2023 (the "Euro Senior Secured Notes",
and together with the Dollar Senior Secured Notes, the "New Senior Secured Notes") and the Senior Notes Issuer offered
$385 million aggregate principal amount of its 75/8% senior notes due 2025 (the "New Senior Notes" and, together with
the New Senior Secured Notes, the "New Notes") in connection with the financing of the PT Portugal Acquisition. The
New Senior Secured Notes will mature on February 15, 2023 and the New Senior Notes will mature on February 15,
2025. The Issuers will pay interest on the New Notes, as applicable, semi annually in cash in arrears on each April 1 and
October 1, commencing on October 1, 2015. Please refer to "Definitions" for the meaning of certain capitalized terms
used herein.
On the Issue Date (as defined below), the Initial Purchasers deposited (i) the gross proceeds from the offering of the New
Senior Secured Notes into segregated escrow accounts in the name of the Senior Secured Notes Escrow Agent (as
defined herein) for the benefit of the holders of the New Senior Secured Notes and the Trustee and (ii) the gross proceeds
from the offering of the New Senior Notes into a segregated escrow account in the name of the Senior Notes Escrow
Agent (as defined herein) for the benefit of the holders of the New Senior Notes and the Trustee. The release of escrow
proceeds will be subject to the conditions set forth in "Description of Senior Secured Notes--Escrow of Proceeds;
Special Mandatory Redemption" and "Description of Senior Notes--Escrow of Proceeds; Special Mandatory
Redemption". If the conditions for the release of escrow proceeds are not satisfied prior to June 9, 2016 or upon the
occurrence of certain other events, the applicable New Notes will be subject to a special mandatory redemption at 100%
of the initial issue price of such New Notes plus accrued and unpaid interest and additional amounts, if any, from the
Issue Date. See "Description of Senior Secured Notes--Escrow of Proceeds; Special Mandatory Redemption" and
"Description of Senior Notes--Escrow of Proceeds; Special Mandatory Redemption".
At any time prior to February 15, 2018, the Senior Secured Notes Issuer may redeem some or all of the New Senior
Secured Notes at a price equal to 100% of the principal amount plus a "make whole" premium. At any time on or after
February 15, 2018, the Senior Secured Notes Issuer may redeem some or all of the New Senior Secured Notes at the
redemption prices set forth herein. In addition, at any time prior to February 15, 2018, the Senior Secured Notes Issuer
may redeem up to 40% of the New Senior Secured Notes with the net proceeds from one or more specified equity
offerings. Further, the Senior Secured Notes Issuer may redeem all of the New Senior Secured Notes at a price equal to
their principal amount plus accrued and unpaid interest and additional amounts, if any, upon the occurrence of certain
changes in tax law. If Altice International and its restricted subsidiaries sell certain of their assets, upon the occurrence of

certain events constituting a change of control triggering event (as defined in the Indentures (as defined herein)) or upon
certain HOT Minority Shareholder Option Exercises, the Senior Secured Notes Issuer may be required to make an offer
to repurchase the New Senior Secured Notes at the prices set forth herein.
At any time prior to February 15, 2020, the Senior Notes Issuer may redeem some or all of the New Senior Notes at a
price equal to 100% of the principal amount plus a "make whole" premium. At any time on or after February 15, 2020,
the Senior Notes Issuer may redeem some or all of the New Senior Notes at the redemption prices set forth herein. In
addition, at any time prior to February 15, 2018, the Senior Notes Issuer may redeem up to 40% of the New Senior Notes
with the net proceeds from one or more specified equity offerings. Further, the Senior Notes Issuer may redeem all of the
New Senior Notes at a price equal to their principal amount plus accrued and unpaid interest and additional amounts, if
any, upon the occurrence of certain changes in tax law. If Altice International and its restricted subsidiaries sell certain of
their assets, upon the occurrence of certain events constituting a change of control triggering event (as defined in the
Indentures (as defined herein)) or upon certain HOT Minority Shareholder Option Exercises, the Senior Notes Issuer may
be required to make an offer to repurchase the New Senior Notes at the prices set forth herein.
The New Senior Secured Notes are senior secured obligations of the Senior Secured Notes Issuer and the New Senior
Notes are senior obligations of the Senior Notes Issuer. Prior to the release of all of the proceeds of the offering of the
New Senior Secured Notes and the New Senior Notes (as applicable) from the applicable escrow accounts, the New
Senior Secured Notes are secured by a first ranking pledge over the Senior Secured Notes Issuer's rights under the Senior
Secured Notes Escrow Agreement and the assets in the Senior Secured Notes Escrow Accounts and the New Senior
Notes are secured by a first ranking pledge over the Senior Notes Issuer's rights under the Senior Notes Escrow
Agreement and the assets in the Senior Notes Escrow Account.
The New Notes were not guaranteed on the Issue Date. On the Completion Date, (a) the New Senior Secured Notes will
be guaranteed on a senior secured basis (the "Senior Secured Notes Guarantees") by Altice International, Altice
Caribbean S.à r.l. ("Altice Caribbean"), Cool Holding Ltd. ("Cool Holding"), H. Hadaros 2012 Ltd. ("SPV1"), Altice
Holdings S.à r.l. ("Altice Holdings"), Altice West Europe S.à r.l. ("Altice West Europe"), green.ch AG ("Green"), Altice
Portugal, S.A. ("Altice Portugal"), Cabovisão--Televisão por Cabo, S.A. ("Cabovisão"), Altice Bahamas S.à r.l. ("Altice
Bahamas"), Tricom S.A., Global Interlink Ltd., Altice Hispaniola S.A. ("ODO"), Winreason--S.A. ("Winreason"), ONI
S.G.P.S., S.A. ("ONI S.G.P.S."), Onitelecom--Infocomunicações, S.A. ("Onitelecom") and Knewon, S.A. ("Knewon")
(collectively, the "Existing Guarantors"), and, within 90 days following the PT Portugal Acquisition, PT Portugal
SGPS, S.A. ("PT Portugal") and MEO--Serviços de Comunicações e Multimédia, S.A. ("PT OpCo") (the "Acquired
Guarantors", and together with the Existing Guarantors, the "Senior Secured Notes Guarantors"), (b) the New Senior
Notes will be guaranteed on a senior subordinated basis (the "Senior Notes Guarantees" and together with the Senior
Secured Notes Guarantees, the "Guarantees") by the Senior Secured Notes Issuer and the Existing Guarantors and, within
90 days following the PT Portugal Acquisition, the Acquired Guarantors (collectively, the "Senior Notes Guarantors",
and together with the Senior Secured Notes Guarantors, the "Guarantors"), (c) the New Senior Secured Notes will benefit
from (i) first ranking pledges over all of the share capital of the Senior Secured Notes Issuer and the Existing Guarantors
(other than Altice International, Green, Altice Portugal, Cabovisão, Winreason, ONI S.G.P.S., Onitelecom and Knewon),
Altice Blue One ("ABO"), the capital stock of HOT and, within 10 Business Days following the PT Portugal Acquisition,
the share capital of PT Portugal, and within 90 days following the PT Portugal Acquisition, the share capital of PT OpCo,
PT Cloud e Data Centers, S.A. ("PT Cloud"), and PT--Móveis--Serviços de Telecomunicações, SGPS, S.A. ("PT
Móveis"), (ii) a first ranking pledge over the bank accounts and all receivables of the Senior Secured Notes Issuer,
including the Senior Secured Notes Issuer Pledged Proceeds Notes, (iii) subject to certain exceptions, first ranking
pledges (or assignments as applicable) over all of the material assets of each Existing Guarantor (other than Cabovisão,
Altice Portugal, Winreason, ONI S.G.P.S., Onitelecom and Knewon) and, on the closing of the PT Portugal Acquisition,
an assignment of claims and rights under the acquisition agreement signed by Altice Portugal in connection with the PT
Portugal Acquisition, (iv) a first ranking pledge over the Senior Notes Proceeds Loans, (v) a first ranking pledge over the
Cool Shareholder Loan, (vi) a first ranking pledge over the Covenant Party Pledged Proceeds Loans (other than the
Onitelecom Proceeds Notes and the Cabovisão Proceeds Notes) and (vii) on closing of the PT Portugal Acquisition, a
first ranking pledge over the receivables under the AWE Proceeds Loan; and (d) the New Senior Notes and the Senior
Notes Guarantees will benefit from (i) a first ranking pledge over all of the share capital of the Senior Notes Issuer,
(ii) second ranking pledges over all of the share capital of the Senior Secured Notes Issuer, Cool Holding and Altice
Holdings, (iii) a second ranking pledge over the Cool Shareholder Loan and (iv) second ranking pledges of the Senior
Notes Proceeds Loans. The collateral securing the New Notes and the Guarantees also secure, on a first or second
ranking basis, as applicable, the obligations of the Senior Secured Notes Issuer and the Senior Secured Notes Guarantors
under the Senior Secured Debt and the obligations of the Senior Notes Issuer and the Senior Notes Guarantors under the
Existing Senior Notes. Under the terms of the Intercreditor Agreement, in the event of an enforcement of the Collateral
securing the New Senior Secured Notes, the holders of the New Senior Secured Notes will receive proceeds from such
Collateral only after the lenders under the 2012 Revolving Credit Facility, 2013 Revolving Credit Facility, the New
Super Senior Revolving Credit Facility and counterparties to certain hedging agreements have been repaid in full. In
addition, the security interests in the Collateral may be released under certain circumstances. See "General Description of

our Business and the Offering--The Offering", "Corporate and Financing Structure" and "Risk Factors--Risks Relating
to the New Notes and the Structure".

See "Risk Factors" beginning on page 52 for a discussion of certain risks that you should consider in connection with an investment in the New Notes.
The New Notes and the Guarantees have not been, and will not be, registered under the U.S. Securities Act of
1933, as amended (the "U.S. Securities Act"), or the securities laws of any other jurisdiction. The Issuers are
offering the New Notes only to qualified institutional buyers in accordance with Rule 144A under the U.S.
Securities Act and to non-U.S. persons outside the United States in accordance with Regulation S under the U.S.
Securities Act. You are hereby notified that the Initial Purchasers may be relying on the exemption from the
provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. For a description of certain restrictions
on the transfer of the New Notes, see "Plan of Distribution" and "Transfer Restrictions".
Application has been made to the Luxembourg Stock Exchange for the New Notes to be admitted to listing on the
Official List of the Luxembourg Stock Exchange and trading on the Euro MTF Market, which is not a regulated market
(pursuant to the provisions of Directive 2004/39/EC).
The Dollar Senior Secured Notes and the New Senior Notes are in registered form in minimum denominations of
$200,000 and integral multiples of $1,000 above $200,000. The Euro Senior Secured Notes are in registered form in
minimum denominations of 100,000 and integral multiples of 1,000 above 100,000. As of February 4, 2015 (the
"Issue Date"), each series of New Notes are being represented by one or more global notes that were delivered through
The Depository Trust Company ("DTC"), Euroclear SA/NV ("Euroclear") and Clearstream Banking, société anonyme,
as applicable. Interests in each global note will be exchangeable for definitive notes only in certain limited circumstances.
See "Book-Entry, Delivery and Form".

Dollar Senior Secured Notes price: 100.000% plus accrued interest from the Issue Date.
Euro Senior Secured Notes price: 100.000% plus accrued interest from the Issue Date.
New Senior Notes price: 100.000% plus accrued interest from the Issue Date.

Joint Lead Bookrunners

Goldman Sachs International J.P.Morgan Credit Suisse Deutsche Bank
Morgan Stanley
BNP PARIBAS Crédit Agricole CIB Banca IMI Citigroup HSBC Nomura RBC Capital Markets Société Générale UniCredit Bank

THIS DOCUMENT CONSISTS OF THE LISTING PARTICULARS (THE "LISTING PARTICULARS") IN
CONNECTION WITH THE APPLICATION TO HAVE THE NEW NOTES LISTED ON THE OFFICIAL
LIST OF THE LUXEMBOURG STOCK EXCHANGE AND ADMITTED FOR TRADING ON THE EURO
MTF MARKET OF THE LUXEMBOURG STOCK EXCHANGE (THE "LISTING") . THESE LISTING
PARTICULARS ARE PROVIDED ONLY FOR THE PURPOSE OF OBTAINING APPROVAL OF
ADMISSION OF THE NOTES TO THE OFFICIAL LIST OF THE LUXEMBOURG STOCK EXCHANGE
AND ADMISSION FOR TRADING ON THE EURO MTF MARKET OF THE LUXEMBOURG STOCK
EXCHANGE AND SHALL NOT BE USED FOR OR DISTRIBUTED FOR ANY OTHER PURPOSE. THESE
LISTING PARTICULARS DO NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN
OFFER TO BUY, ANY OF THE NEW NOTES AND THESE LISTING PARTICULARS HAVE NOT BEEN
FILED WITH, OR REVIEWED BY, ANY NATIONAL OR LOCAL SECURITIES COMMISSION OR
REGULATORY AUTHORITY OF ISRAEL, THE UNITED STATES, THE UNITED KINGDOM, FRANCE,
GERMANY, BELGIUM, THE NETHERLANDS, OR ANY OTHER JURISDICTION, NOR HAS ANY SUCH
COMMISSION OR AUTHORITY PASSED UPON THE MERITS, ACCURACY OR ADEQUACY OF THESE
LISTING PARTICULARS. ANY REPRESENTATION TO THE CONTRARY MAY BE UNLAWFUL AND
MAY BE A CRIMINAL OFFENSE.

These Listing Particulars are provided only for the purpose of obtaining approval of admission for trading on
the Euro MTF Market of the Luxembourg Stock Exchange and shall not be used for or distributed for any other
purpose and these Listing Particulars do not constitute an offer to sell, or a solicitation of an offer to buy, any of
the New Notes.

Neither the Issuers nor any of their subsidiaries or affiliates has authorized any dealer, salesperson or other
person to give any information or represent anything to you other than the information contained in these Listing
Particulars. You must not rely on unauthorized information or representations.

These Listing Particulars does not offer to sell or ask for offers to buy any of the securities in any jurisdiction
where it is unlawful, where the person making the offer is not qualified to do so, or to any person who cannot
legally be offered the securities.
The information in these Listing Particulars is current only as of the date on the cover page of the Listing
Particulars, and may have changed after that date. For any time after the date of the Listing Particulars, the
Issuers do not represent that their affairs or the affairs of the Group (as defined herein) are the same as described
or that the information in these Listing Particulars are correct, nor do they imply those things by delivering these
Listing Particulars or selling securities to you.
The Issuers and the Initial Purchasers (as defined below) are offering to sell the New Notes only in places where
offers and sales are permitted.

IN CONNECTION WITH THE OFFERING OF NEW NOTES, GOLDMAN SACHS INTERNATIONAL (THE
"STABILIZING MANAGER") (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER)
MAY OVER-ALLOT NEW NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE
MARKET PRICE OF THE NEW NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT
OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILIZING MANAGER
(OR PERSONS ACTING ON BEHALF OF A STABILIZING MANAGER) WILL UNDERTAKE ANY SUCH
STABILIZATION ACTION. SUCH STABILIZATION ACTION, IF COMMENCED, MAY BEGIN ON OR
AFTER THE DATE OF ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF THE OFFER OF
THE NEW NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO
LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE DATE ON WHICH THE ISSUERS
RECEIVED THE PROCEEDS OF THE ISSUE AND 60 CALENDAR DAYS AFTER THE DATE OF
ALLOTMENT OF THE NEW NOTES.
The Issuers offered the New Notes in reliance on exemptions from the registration requirements of the U.S. Securities
Act. The New Notes have not been registered with, recommended by or approved by the U.S. Securities and Exchange
Commission (the "SEC") or any other securities commission or regulatory authority, nor has the SEC or any such
securities commission or authority passed upon the accuracy or adequacy of these Listing Particulars. Any representation
to the contrary is a criminal offense in the United States.
These Listing Particulars are being provided for informational use solely in connection with consideration of a purchase
of the New Notes (i) to U.S. investors that the Issuers reasonably believe to be qualified institutional buyers as defined in
i

Rule 144A under the U.S. Securities Act, and (ii) to certain persons in offshore transactions complying with Rule 903 or
Rule 904 of Regulation S under the U.S. Securities Act. Its use for any other purpose is not authorized.
These Listing Particulars are directed only to persons who (i) are investment professionals, as such term is defined in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the
"Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc.") of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are
persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the
Financial Services and Markets Act 2000 ("FSM Act")) in connection with the issue or sale of any New Notes may
otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as
"relevant persons"). These Listing Particulars are directed only at relevant persons and must not be acted on or relied on
by persons who are not relevant persons. Any investment or investment activity to which these Listing Particulars relates
is available only to relevant persons and will be engaged in only with relevant persons.
These Listing Particulars have been prepared on the basis that all offers of the New Notes will be made pursuant to an
exemption under Article 3 of Directive 2003/71/EC as amended (the "EU Prospectus Directive"), as implemented in
member states of the European Economic Area (the "EEA"), from the requirement to produce a prospectus for offers of
the New Notes. Accordingly, any person making or intending to make any offer within the EEA of the New Notes should
only do so in circumstances in which no obligation arises for the Issuers or any of the Initial Purchasers to produce a
prospectus for such offer. Neither the Issuers nor the Initial Purchasers has authorized, nor do any of them authorize, the
making of any offer of the New Notes through any financial intermediary, other than offers made by the Initial
Purchasers which constitute the final placement of the New Notes contemplated in these Listing Particulars.
These Listing Particulars constitutes a prospectus for the purpose of part IV of the Luxembourg act dated 10 July 2005 on
prospectuses for securities, as amended (the "Prospectus Act") and for the purpose of the rules and regulations of the
Luxembourg Stock Exchange.
The Issuers and Altice International have prepared these Listing Particulars solely for use in connection with this offering
and for applying to the Luxembourg Stock Exchange for the New Notes to be admitted to listing on the Official List of
the Luxembourg Stock Exchange and to trading on the Euro MTF Market of the Luxembourg Stock Exchange.
You are not to construe the contents of these Listing Particulars as investment, legal or tax advice. You should consult
your own counsel, accountant and other advisers as to legal, tax, business, financial and related aspects of a purchase of
the New Notes. You are responsible for making your own examination of the Issuers, the Group, the PT Portugal Group
and your own assessment of the merits and risks of investing in the New Notes. The Issuers and the Initial Purchasers, the
Trustee and their respective agents are not making any representation to you regarding the legality of an investment in the
New Notes by you.
The information contained in these Listing Particulars has been furnished by the Issuers, Altice International and other
sources they believe to be reliable. No representation or warranty, express or implied, is made by the Initial Purchasers,
the Trustee and their respective agents as to the accuracy or completeness of any of the information set out in these
Listing Particulars, and nothing contained in these Listing Particulars are or shall be relied upon as a promise or
representation by the Initial Purchasers, the Trustee and their respective agents whether as to the past or the future. These
Listing Particulars contains summaries, believed by the Issuers and Altice International to be accurate, of some of the
terms of specified documents, but reference is made to the actual documents, copies of which will be made available by
the Issuers upon request, for the complete information contained in those documents. Copies of such documents and
other information relating to the issuance of the New Notes will also be available for inspection upon request at the
specified offices of the Issuer. All summaries of the documents contained herein are qualified in their entirety by this
reference.
The Issuers and Altice International accept responsibility for the information contained in these Listing Particulars. Each
of the Issuers and Altice International have made all reasonable inquiries and confirmed to the best of each of their
knowledge, information and belief that the information contained in these Listing Particulars with regard to them, each of
its subsidiaries and affiliates, and the New Notes are true and accurate in all material respects, that the opinions and
intentions expressed in these Listing Particulars are honestly held, and that they are not aware of any other facts the
omission of which would make these Listing Particulars or any statement contained herein misleading in any material
respect.
The historical information contained herein regarding PT Portugal and its subsidiaries is primarily based on public filings
by Portugal Telecom, SGPS, S.A. and its subsidiaries and we have relied on such information, together with certain
limited additional information provided by Portugal Telecom, SGPS, S.A. and/or Oi, in the preparation of this offering
memorandum. Neither Portugal Telecom, SGPS, S.A., Oi nor any of their subsidiaries, nor any of their representatives,
ii

officers, employees or advisers, assumes any responsibility for the accuracy or completeness of the information contained
herein, and such parties do not have any liability with respect to the New Notes.
No person is authorized in connection with any offering made pursuant to these Listing Particulars to give any
information or to make any representation not contained in these Listing Particulars, and, if given or made, any other
information or representation must not be relied upon as having been authorized by the Issuers; the Initial Purchasers, the
Trustee and their respective agents. The information contained in these Listing Particulars are current at the date hereof.
Neither the delivery of these Listing Particulars at any time nor any subsequent commitment to enter into any financing
shall, under any circumstances, create any implication that there has been no change in the information set out in these
Listing Particulars or in the Issuers' or the Group's affairs since the date of these Listing Particulars.
The Issuers reserve the right to withdraw this offering of the New Notes at any time, and the Issuers and the Initial
Purchasers reserve the right to reject any commitment to subscribe for the New Notes in whole or in part and to allot to
you less than the full amount of New Notes subscribed for by you.
The distribution of these Listing Particulars and the offer and sale of the New Notes may be restricted by law in some
jurisdictions. Persons into whose possession these Listing Particulars or any of the New Notes come must inform
themselves about, and observe, any restrictions on the transfer and exchange of the New Notes. See "Plan of
Distribution" and "Transfer Restrictions".
These Listing Particulars does not constitute an offer to sell or an invitation to subscribe for or purchase any of the New
Notes in any jurisdiction in which such offer or invitation is not authorized or to any person to whom it is unlawful to
make such an offer or invitation. You must comply with all laws that apply to you in any place in which you buy, offer or
sell any New Notes or possess these Listing Particulars. You must also obtain any consents or approvals that you need in
order to purchase any New Notes. The Issuers and the Initial Purchasers are not responsible for your compliance with
these legal requirements.
The New Notes are subject to restrictions on resale and transfer except as permitted under the U.S. Securities Act and all
other applicable securities laws as described under "Plan of Distribution" and "Transfer Restrictions". By purchasing any
New Notes, you will be deemed to have made certain acknowledgments, representations and agreements as described in
those sections of these Listing Particulars. You may be required to bear the financial risks of investing in the New Notes
for an indefinite period of time.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE
HAS BEEN FILED UNDER RSA 421-B WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT
FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT
NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE
MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH
THE PROVISIONS OF THIS PARAGRAPH.
NOTICE TO U.S. INVESTORS
Each purchaser of the New Notes is deemed to have made the representations, warranties and acknowledgements that are
described in these Listing Particulars under "Transfer Restrictions". The New Notes have not been and will not be
registered under the U.S. Securities Act or the securities laws of any state of the United States and are subject to certain
restrictions on transferability and resale and may not be transferred or resold except as permitted under the U.S.
Securities Act or any other applicable securities laws, pursuant to registration or an exemption therefrom. Prospective
purchasers are hereby notified that the seller of any New Note may be relying on the exemption from the provisions of
Section 5 of the U.S. Securities Act provided by Rule 144A. For a description of certain further restrictions on resale or
transfer of the New Notes, see "Transfer Restrictions". The New Notes may not be offered to the public within any
jurisdiction. By accepting delivery of these Listing Particulars, you agree not to offer, sell, resell, transfer or deliver,
directly or indirectly, any New Note to the public.
iii

NOTICE TO CERTAIN EUROPEAN INVESTORS
Austria These Listing Particulars have not been or will not be approved and/or published pursuant to the Austrian Capital
Markets Act (Kapitalmarktgesetz) as amended. Neither these Listing Particulars nor any other document connected
therewith constitutes a prospectus according to the Austrian Capital Markets Act and neither these Listing Particulars nor
any other document connected therewith may be distributed, passed on or disclosed to any other person in Austria. No
steps may be taken that would constitute a public offering of the New Notes in Austria and the offering of the New Notes
may not be advertised in Austria. Any offer of the New Notes in Austria will only be made in compliance with the
provisions of the Austrian Capital Markets Act and all other laws and regulations in Austria applicable to the offer and
sale of the New Notes in Austria.
Luxembourg These Listing Particulars have not been approved by and will not be submitted for approval to the
Luxembourg Supervision Commission of the Financial Sector (Commission de Surveillance du Secteur Financier) for
purposes of a public offering or sale in Luxembourg. Accordingly, the New Notes may not be offered or sold to the
public in Luxembourg, directly or indirectly, and neither these Listing Particulars nor any other circular, prospectus, form
of application, advertisement or other material may be distributed, or otherwise made available in or from, or published
in, Luxembourg except in circumstances which do not constitute a public offer of securities to the public, subject to
prospectus requirements, in accordance with the Prospectus Act and implementing the EU Prospectus Directive. "EU
Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending
Directive, to the extent implemented in each member state of the EEA which has implemented the EU Prospectus
Directive (a "Relevant Member State")) and includes any relevant implementing measure in each Relevant Member State
and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
Germany The New Notes may be offered and sold in Germany only in compliance with the German Securities
Prospectus Act (Wertpapierprospektgesetz) as amended, the Commission Regulation (EC) No 809/2004 of April 29,
2004 as amended, or any other laws applicable in Germany governing the issue, offering and sale of securities. The
Listing Particulars has not been approved under the German Securities Prospectus Act (Wertpapierprospektgesetz) or the
Directive 2003/71/EC and accordingly the New Notes may not be offered publicly in Germany.
France These Listing Particulars have not been prepared in the context of a public offering of financial securities in
France within the meaning of Article L. 411-1 of the Code Monétaire et Financier and Title I of Book II of the Règlement
Général of the Autorité des marchés financiers (the "AMF") and therefore has not been submitted for clearance to the
AMF. Consequently, the New Notes may not be, directly or indirectly, offered or sold to the public in France (offre au
public de titres financiers), and offers and sales of the New Notes will only be made in France to providers of investment
services relating to portfolio management for the account of third parties (personnes fournissant le service
d'investissement de gestion de portefeuille pour le compte de tiers) and/or to qualified investors (investisseurs qualifiés)
and/or to a closed circle of investors (cercle restreint d'investisseurs) acting for their own accounts, as defined in and in
accordance with Articles L. 411-1, L. 411-2, D. 411-1, D744-1, D 754-1 and D 764-1 of the Code of Monétaire et
Financier. Neither these Listing Particulars nor any other offering material may be distributed to the public in France.
Italy No action has been or will be taken which could allow an offering of the Notes to the public in the Republic of Italy
within the meaning of Article 1, paragraph 1, letter t) of Legislative Decree No. 58 of February 24, 1998, as subsequently
amended (the "Italian Financial Act"). Accordingly, the Notes may not be offered or sold directly or indirectly in the
Republic of Italy, and neither these Listing Particulars nor any other offering circular, prospectus, form of application,
advertisement, other offering material or other information relating to the Issuer, the Notes may be issued, distributed or
published in the Republic of Italy, except under circumstances that will result in compliance with all applicable laws,
orders, rules and regulations. The Notes cannot be offered or sold in the Republic of Italy either on the primary or on the
secondary market to any natural persons or to entities other than qualified investors (investitori qualificati) as defined
pursuant to Article 100 of the Italian Financial Act and Article 34-ter, paragraph 1, letter b) of Regulation No. 11971 of
May 14, 1999 as amended (the "Issuers Regulation") issued by the Commissione Nazionale per le Società e la Borsa
("CONSOB") or unless in circumstances which are exempt from the rules on public offers pursuant to the Italian
Financial Act and the implementing CONSOB regulations, including the Issuers Regulation.
The Notes may not be offered, sold or delivered and neither these Listing Particulars, and no other material relating to the
Notes may be distributed or made available in the Republic of Italy unless such offer, sale or delivery of Notes or
distribution or availability of copies of these Listing Particulars or any other material relating to the Notes in Italy is
made as follows: (a) by investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in
accordance with Legislative Decree No 385 of September 1, 1993 as amended, the Italian Financial Act, CONSOB
Regulation No. 16190 of October 29, 2007 as amended and any other applicable laws and regulations; and (b) in
compliance with all relevant Italian securities, tax and exchange control and other applicable laws and regulations and
any other applicable requirement or limitation which may be imposed from time to time by CONSOB or the Bank of
Italy or other competent authority. Any investor purchasing the Notes is solely responsible for ensuring that any offer or
resale of the Notes by such investor occurs in compliance with applicable laws and regulations.
iv

The Netherlands The New Notes (including the rights representing an interest in the New Notes in global form) which
are the subject of these Listing Particulars, have been and shall be offered, sold, transferred or delivered exclusively to
qualified investors (within the meaning of the EU Prospectus Directive) in the Netherlands.
For the purposes of the abovementioned paragraphs, the expression an "offer of notes to the public" in relation to any
New Notes in the Netherlands means the announcement or communication in any form and by any means of sufficient
information on the terms of the offer and the New Notes to be offered so as to enable an investor to decide to purchase or
subscribe for the New Notes and the expression "EU Prospectus Directive" means Directive 2003/71/EC (and
amendments thereto, including the 2010 PD Amending Directive) and the expression "2010 PD Amending Directive"
means Directive 2010/73/EU.
Spain This offering has not been registered with the Comisión Nacional del Mercado de Valores and therefore the New
Notes may not be offered in Spain by any means, except in circumstances which do not qualify as a public offer of
securities in Spain in accordance with article 30 bis of the Securities Market Act ("Ley 24/1988, de 28 de julio del
Mercado de Valores") as amended and restated, or pursuant to an exemption from registration in accordance with
article 41 of the Royal Decree 1310/2005 ("Real Decreto 1310/2005, de 4 de noviembre por el que se desarrolla
parcialmente la Ley 24/1988, de 28 de julio, del Mercado de Valores, en materia de admisión a negociación de valores
en mercados secundarios oficiales, de ofertas públicas de venta o suscripción y del folleto exigible a tales efectos").
Switzerland The New Notes offered hereby are being offered in Switzerland on the basis of a private placement only.
These Listing Particulars, as well as any other material relating to the New Notes which are the subject of the offering
contemplated by these Listing Particulars, do not constitute an issue prospectus pursuant to article 652a and/or
article 1156 of the Swiss Code of Obligations (SR 220) and does not comply with the Directive for Notes of Foreign
Borrowers of the Swiss Bankers' Association. The New Notes will not be listed on the SIX Swiss Exchange Ltd or any
other Swiss stock exchange or regulated trading facility and, therefore, the documents relating to the New Notes,
including, but not limited to, these Listing Particulars, do not claim to comply with the disclosure standards of the Swiss
Code of Obligations and the listing rules of SIX Swiss Exchange Ltd and corresponding prospectus schemes annexed to
the listing rules of the SIX Swiss Exchange Ltd or the listing rules of any other Swiss stock exchange or regulated trading
facility. Neither these Listing Particulars nor any other material relating to the New Notes may be publicly distributed or
otherwise made publicly available in Switzerland. The New Notes are being offered in Switzerland by way of a private
placement (i.e., to a limited number of selected, hand picked investors only), without any public advertisement and only
to investors who do not purchase the New Notes with the intention to distribute them to the public. The investors will be
individually approached directly from time to time. These Listing Particulars do not constitute an offer to any other
person. These Listing Particulars, as well as any other material relating to the New Notes, may not be used in connection
with any other offer and shall in particular not be copied and/or distributed to the public in (or from) Switzerland.
United Kingdom These Listing Particulars are directed solely at persons who (i) are investment professionals, as such
term is defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Financial Promotion Order") (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations, etc.") of the Financial Promotion Order (iii) are outside the United Kingdom, or
(iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21
of the FMSA) in connection with the issue or sale of any New Notes may otherwise be lawfully communicated or caused
to be communicated (all such persons together being referred to as "relevant persons"). These Listing Particulars are
directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which these Listing Particulars relates is available only to relevant persons and will
be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on these Listing
Particulars or any of its contents.
Portugal Neither this offering, nor the New Notes have been approved by the Portuguese Securities Commission
(Comissão do Mercado de Valores Mobiliários--the "CMVM") or by any other competent authority of another Member
State of the European Union and notified to the CMVM.
Neither the Issuers nor the Initial Purchasers have, directly or indirectly, offered or sold any New Notes or distributed or
published these Listing Particulars, any prospectus, form of application, advertisement or other document or information
in Portugal relating to the New Notes and will not take any such actions in the future, except under circumstances that
will not be considered as a public offering under article 109 of the Portuguese Securities Code (Código dos Valores
Mobiliários--the "Cód.VM") approved by Decree Law 486/99 of 13 November 1999, as last amended by Decree Law
no. 157/2014, of 24 October 2014.
As a result, this offering and any material relating to the New Notes are addressed solely to, and may only be accepted
by, any person or legal entity that is resident in Portugal or that will hold the notes through a permanent establishment in
Portugal (each a "Portuguese Investor") to the extent that such Portuguese Investor (i) is deemed a qualified investor
(investidor qualificado) pursuant to paragraph 1 of article 30 of the Cód.VM, (ii) is not treated by the relevant financial
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intermediary as a non-qualified investor (investidor não qualificado) pursuant to article 317 of the Cód.VM and (iii) does
not request the relevant financial intermediary to be treated as a non-qualified investor (investidor não qualificado)
pursuant to article 317-A of the Cód.VM.
NOTICE TO ISRAELI INVESTORS
The New Notes may not be offered or sold to any Israeli investor unless such investor (i) is a "Qualified Investor" within
the meaning of the first Appendix to the Israeli Securities Law, who is not an individual (a "Qualified Israeli Investor"),
(ii) has completed and signed a questionnaire regarding its qualifications as a Qualified Israeli Investor and delivered it to
Goldman Sachs International and (iii) has certified that it has an exemption from Israeli withholding taxes on interest and
delivered a copy of such certification to Goldman Sachs International.
THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION WHICH YOU SHOULD
READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE NEW
NOTES.
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DEFINITIONS
Unless otherwise stated or the context otherwise requires, the terms "Group", "we", "us" and "our" as used in these
Listing Particulars refers to Altice International and its subsidiaries. See "Corporate and Financing Structure" and
"The Transactions". Definitions of certain terms and certain financial and operating data can be found below. For
explanations or definitions of certain technical terms relating to our business as used herein, see "Glossary" on
page G-1 of these Listing Particulars.
"2012 Acquisition Note" refers to SPV1's NIS 955.5 million aggregate principal amount of notes due 2019 issued to the
Senior Secured Notes Issuer on the 2012 Transaction Completion Date.
"2012 Indentures" refers collectively to the 2012 Senior Notes Indenture and the 2012 Senior Secured Notes Indenture.
"2012 Notes" collectively refers to the 2012 Senior Secured Notes and the 2012 Senior Notes.
"2012 Revolving Credit Facility" refers to the revolving facility agreement, dated November 27, 2012, as amended and
restated on December 12, 2012, as further amended, restated, supplemented or otherwise modified from time to time
between, inter alios, the Senior Secured Notes Issuer, as borrower, the lenders from time to time party thereto, Citibank
International PLC as facility agent and Citibank, N.A., London Branch as security agent.
"2012 Senior Notes" refers to the $425 million aggregate principal amount of 97/8% senior notes due 2020 issued by the
Senior Notes Issuer under the 2012 Senior Notes Indenture.
"2012 Senior Notes Indenture" refers to the indenture dated as of December 12, 2012, as amended, among, inter alios,
the Senior Notes Issuer, as issuer, the guarantors party thereto and the trustee and the security agent party thereto,
governing the 2012 Senior Notes.
"2012 Senior Notes Proceeds Loan" refers to the proceeds loan agreement dated the 2012 Transaction Completion Date
between the Senior Notes Issuer and the Senior Secured Notes Issuer pursuant to which the proceeds of the 2012 Senior
Notes were on-lent by the Senior Notes Issuer to the Senior Secured Notes Issuer.
"2012 Senior Secured Notes" collectively refers to the 210 million aggregate principal amount of 8% senior secured
notes due 2019 and the $460 million aggregate principal amount of 77/8% senior secured notes due 2019 issued by the
Senior Secured Issuer under the 2012 Senior Secured Notes Indenture.
"2012 Senior Secured Notes Indenture" refers to the indenture dated as of December 12, 2012, among, inter alios, the
Senior Secured Notes Issuer, as Issuer, the guarantors party thereto and the trustee and the security agent party thereto,
governing the 2012 Senior Secured Notes.
"2012 Transaction" collectively refers to the HOT Take Private Transaction, the refinancing of certain indebtedness of
Cool Holding and HOT, the entering into of the 2012 Revolving Credit Facility Agreement, the issuance of the HOT
Refinancing Notes, the 2012 Acquisition Note and the Cool Proceeds Note, the making of the 2012 Senior Notes
Proceeds Loan and the offering and sale of the 2012 Notes.
"2012 Transaction Completion Date" means December 27, 2012, the date on which the 2012 Transaction completed.
"2013 Coditel Acquisition" refers to the acquisition by Altice International of shares in Coditel Holding from certain
minority shareholders which was consummated in November 2013.
"2013 December AH Proceeds Loan" refers to the intercompany loan made by the Senior Secured Notes Issuer as lender
to Altice Holdings as borrower in connection with the 2013 December Transactions.
"2013 December Senior Notes" refers to the $400 million aggregate principal amount of 81/8% Senior Notes due 2022
issued by Altice Finco on December 12, 2013.
"2013 December Senior Notes Indenture" refers to the indenture dated as of December 12, 2013, as amended, among,
inter alios, the Senior Notes Issuer, as issuer, the guarantors party thereto and the trustee and the security agent party
thereto, governing the 2013 December Senior Notes.
"2013 December Senior Notes Proceeds Loan" refers to the proceeds loan agreement between the Senior Notes Issuer
and the Senior Secured Notes Issuer pursuant to which the proceeds of the 2013 December Senior Notes were on-lent by
the Senior Notes Issuer to the Senior Secured Notes Issuer.
vii