Obligation Alticorp 7.875% ( USL0178WAA01 ) en USD

Alticorp

100 % ⇌

Luxembourg

USL0178WAA01 ( en USD )

7.875% par an ( paiement semestriel )

15/12/2019 - Obligation échue

Prospectus brochure de l'obligation Altice USL0178WAA01 en USD 7.875%, échue

200 000 USD

460 000 000 USD

L0178WAA0

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 émise par Alticorp ( Luxembourg ) , en USD, avec le code ISIN USL0178WAA01, paye un coupon de 7.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/12/2019

L'Obligation émise par Alticorp ( Luxembourg ) , en USD, avec le code ISIN USL0178WAA01, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Alticorp ( Luxembourg ) , en USD, avec le code ISIN USL0178WAA01, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

NOT FOR GENERAL CIRCULATION
OFFERING MEMORANDUM SUPPLEMENT
IN THE UNITED STATES OR ISRAEL

$10,000,000 77/8% Senior Secured Notes due 2019
10,000,000 8% Senior Secured Notes due 2019
issued by
ALTICE FINANCING S.A.
$25,000,000 97/8% Senior Notes due 2020
issued by
ALTICE FINCO S.A.
Altice Financing S.A. (the "Senior Secured Notes Issuer") is owned directly by Altice Finco S.A. (the "Senior Notes Issuer" and together with the Senior Secured Notes Issuer, the "Issuers"),
which is in turn owned directly by Altice VII S.à r.l. ("Altice"). Altice is the direct parent company of Cool Holding Ltd. ("Cool Holding"), which is the owner of approximately 69% of the
outstanding share capital of HOT-Telecommunication Systems Ltd. ("HOT"). The Senior Secured Notes Issuer offered $10 million aggregate principal amount of its 77/8% senior secured notes
due 2019 (the "Additional Dollar Senior Secured Notes") and 10 million aggregate principal amount of its 8% senior secured notes due 2019 (the "Additional Euro Senior Secured Notes",
and together with the Additional Dollar Senior Secured Notes, the "Additional Senior Secured Notes") and the Senior Notes Issuer offered $25 million aggregate principal amount of its 97/8%
senior notes due 2020 (the "Additional Senior Notes" and together with the Additional Senior Secured Notes, the "Additional Notes"). The Issuers will pay interest on the Additional Notes
semi-annually in cash in arrears on each June 15 and December 15, commencing on June 15, 2013. Interest will accrue from the Original Notes Issue Date (as defined below).
The Additional Senior Secured Notes were offered as additional notes under the Senior Secured Notes Indenture (defined below) pursuant to which, on December 12, 2012 (the "Original
Notes Issue Date"), the Senior Secured Notes Issuer issued $450 million aggregate principal amount of its 77/8% senior secured notes due 2019 (the "Original Dollar Senior Secured Notes")
and 200 million aggregate principal amount of its 8% senior secured notes due 2019 (the "Original Euro Senior Secured Notes", and together with the Original Dollar Senior Secured Notes,
the "Original Senior Secured Notes"). The Additional Senior Secured Notes and the Original Senior Secured Notes (collectively, the "Senior Secured Notes") are and will be treated as one
single class for all purposes under the Senior Secured Notes Indenture including, without limitation, waivers, amendments, redemptions (including any special mandatory redemptions) and
offers to purchase. The Additional Senior Notes were offered as additional notes under the Senior Notes Indenture (defined below) pursuant to which, on the Original Issue Date, the Senior
Notes Issuer issued $400 million aggregate principal amount of its 97/8% senior notes due 2020 (the "Original Senior Notes" and together with the Original Senior Secured Notes, the "Original
Notes"). The Additional Senior Notes and the Original Senior Notes (collectively, the "Senior Notes") are and will be treated as one single class for all purposes under the Senior Notes
Indenture including, without limitation, waivers, amendments, redemptions (including any special mandatory redemptions) and offers to purchase. The Original Notes were offered pursuant to
an offering memorandum dated December 7, 2012 (the "Original Offering Memorandum") in connection with the financing of Cool Holding's proposed acquisition of all of the outstanding
share capital of HOT not owned by Cool Holding or its subsidiaries (the "Take-Private Transaction") and the refinancing of all of the outstanding indebtedness of Cool Holding under the
Cool Loan (as defined below) and the Cool Interest Loan (as defined below) (collectively, the "Cool Refinancing") and all of the outstanding indebtedness of HOT under the Existing
HOT Loans (as defined below) (the "HOT Refinancing" and, together with the Cool Refinancing, the "Refinancings"). The Original Notes were listed pursuant to an offering memorandum
dated December 17, 2012 (the "Listing Particulars").
The Listing Particulars are attached to this offering memorandum supplement (the "Supplement", and together with the Listing Particulars, the "Offering Memorandum"). This Supplement
supplements the Listing Particulars and supersedes information in the Listing Particulars to the extent inconsistent with information included in the Supplement. Unless so supplemented or
modified, information in the Listing Particulars is current as of the date of this Supplement. Investors should read the Listing Particulars together with this Supplement. The Additional Notes
and Original Notes are referred to herein as the "Notes".
At any time prior to December 15, 2015, the Senior Secured Notes Issuer may redeem some or all of the Senior Secured Notes at a price equal to 100% of the principal amount plus a "make
whole" premium. At any time on or after December 15, 2015, the Senior Secured Notes Issuer may redeem some or all of the Senior Secured Notes at the redemption prices set forth herein. In
addition, at any time prior to December 15, 2015, the Senior Secured Notes Issuer may redeem up to 40% of each series of the 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 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 the Covenant Parties (as defined in "Description of Senior Secured Notes") and their respective subsidiaries
sell certain of their assets, or if the Senior Secured Notes Issuer or the Covenant Parties experience specific kinds of changes in control, the Senior Secured Notes Issuer may be required to
make an offer to repurchase the Senior Secured Notes. At any time prior to December 15, 2016, the Senior Notes Issuer may redeem some or all of the Senior Notes at a price equal to 100% of
the principal amount plus a "make whole" premium. At any time on or after December 15, 2016, the Senior Notes Issuer may redeem some or all of the Senior Notes at the redemption prices
set forth herein. In addition, at any time prior to December 15, 2015, the Senior Notes Issuer may redeem up to 40% of the Senior Notes with the net proceeds from one or more specified
equity offerings. Further, the Senior Notes Issuer may redeem all of the 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 the Covenant Parties (as defined in "Description of Senior Notes") and their respective subsidiaries sell certain of their assets, or if the
Senior Notes Issuer or the Covenant Parties experience specific kinds of changes in control, the Senior Notes Issuer may be required to make an offer to repurchase the Senior Notes. In
addition, upon certain Minority Shareholder Option Exercises (as defined in "Description of Senior Secured Notes" and the "Description of Senior Notes"), the Senior Secured Notes Issuer
must offer to repurchase the Senior Secured Notes at a price equal to 103% of the principal amount plus accrued and unpaid interest and additional amounts, if any, with the net cash proceeds
of such Minority Shareholder Option Exercises. In the event there are any remaining net cash proceeds after the completion of such offer, the Senior Notes Issuer must offer to repurchase the
Senior Notes at a price equal to 103% of the principal amount plus accrued and unpaid interest and additional amounts, if any, with such remaining net cash proceeds.
Pending the consummation of the Transaction (as defined in the Listing Particulars), the Initial Purchasers (as defined below) will deposit (i) the gross proceeds from the offering of the
Additional Senior Secured Notes into segregated escrow accounts, which will be the same escrow accounts into which the proceeds of the Original Senior Secured Notes were deposited, for
the benefit of the holders of the Senior Secured Notes and (ii) the gross proceeds from the offering of the Additional Senior Notes into segregated escrow accounts, which will be the same
escrow accounts into which the proceeds of the Original Senior Notes were deposited, for the benefit of the holders of the Senior Notes. The release of escrow proceeds will be subject to the
delivery of an officer's certificate by each Issuer to the Escrow Agent certifying, among other things, that the Take-Private Transaction and the Refinancings will be consummated, in each
case, promptly upon the release of the escrow proceeds.

See "Risk Factors" beginning on page S-25 of this Supplement and "Risk Factors" beginning on page 34 of the Listing Particulars for a discussion of certain risks that you should
consider in connection with an investment in any of the Additional Notes.
The Additional Notes and the Guarantees (defined below) 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 Additional 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. Prospective purchasers that are qualified
institutional buyers are hereby notified that the sellers of the Additional Notes may be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act provided
by Rule 144A thereunder. For more information on eligible offerees and transfer restrictions see "Plan of Distribution" and "Transfer Restrictions".
Application has been made to the Luxembourg Stock Exchange for the Additional 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 Additional Dollar Senior Secured Notes and the Additional Senior Notes will be in registered form in denominations of $200,000 and integral multiples of $1,000 above $200,000. The
Additional Euro Senior Secured Notes will be in registered form in denominations of 100,000 and integral multiples of 1,000 above 100,000. Each series of Additional Notes will be
represented on issue by one or more global notes that will be delivered through The Depository Trust Company ("DTC") or Euroclear SA/NV ("Euroclear") and Clearstream Banking, société
anonyme, as applicable, on or about December 20, 2012 (the "Issue Date"). Interests in each global note will be exchangeable for definitive notes only in certain limited circumstances. See
"Book-Entry, Delivery and Form". The Additional Notes sold pursuant to Regulation S under the U.S. Securities Act will have different CUSIP numbers, international securities identification
numbers and common codes (as applicable) from, and will not trade fungibly with, the corresponding Original Notes during the period prior to and including the 40th day following the Issue
Date. After the 40th day following the Issue Date, certain selling restrictions with respect to the Additional Notes sold pursuant to Regulation S under the U.S. Securities Act will terminate and
the Additional Notes will become fully fungible with, and have the same CUSIP numbers, international securities identification numbers and common codes as, the corresponding Original
Notes. Please see "Book-Entry, Delivery and Form," "Transfer Restrictions" and "Listing and General Information."
Additional Dollar Senior Secured Notes price: 104.500% plus accrued and unpaid interest from the Original Notes Issue Date
Additional Euro Senior Secured Notes price: 104.500% plus accrued interest from the Original Notes Issue Date.
Additional Senior Notes price: 105.500% plus accrued interest from the Original Notes Issue Date.
Joint lead and book-running managers
Goldman Sachs International
HSBC
Morgan Stanley
The date of this Offering Memorandum Supplement is December 28, 2012

Neither the Issuers, Cool Holding, nor any of their subsidiaries has authorized any dealer, salesperson or other
person to give any information or represent anything to you other than the information contained in this Offering
Memorandum. You must not rely on unauthorized information or representations.
This Offering Memorandum 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 this Offering Memorandum is current only as of the date on the cover page, and may change
after that date. For any time after the cover date of this Offering Memorandum, the Issuers and Cool Holding do
not represent that their or HOT's affairs are the same as described or that the information in this Offering
Memorandum is correct, nor do they imply those things by delivering this Offering Memorandum or selling
securities to you.
The Issuers and the Initial Purchasers are offering to sell the Additional Notes only in places where offers and
sales are permitted.

IN CONNECTION WITH THIS OFFERING OF ADDITIONAL NOTES, GOLDMAN
SACHS
INTERNATIONAL (THE "STABILIZING MANAGER") (OR PERSONS ACTING ON BEHALF OF THE
STABILIZING MANAGER) MAY OVER-ALLOT ADDITIONAL NOTES OR EFFECT TRANSACTIONS
WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE ADDITIONAL 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 ADDITIONAL 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 ADDITIONAL NOTES.
The Issuers offered the Additional Notes in reliance on exemptions from the registration requirements of the
U.S. Securities Act. These exemptions apply to offers and sales of securities that do not involve a public offering. The
Additional 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 this Offering Memorandum. Any
representation to the contrary is a criminal offense in the United States.
This Offering Memorandum is being provided for informational use solely in connection with consideration of a
purchase of the Additional Notes (i) to U.S. investors that the Issuers reasonably believe to be qualified institutional
buyers as defined in Rule 144A under the U.S. Securities Act, and (ii) to certain non-U.S. 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.
This Offering Memorandum is for distribution 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 Additional Notes may
otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as
"relevant persons"). This Offering Memorandum is 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 this Offering Memorandum
relates is available only to relevant persons and will be engaged in only with relevant persons.
This Offering Memorandum has been prepared on the basis that all offers of the Additional Notes will be made pursuant
to an exemption under Article 3 of Directive 2003/71/EC (the "Prospective Directive"), as implemented in member states
of the European Economic Area (the "EEA"), from the requirement to produce a prospectus for offers of the Additional
Notes. Accordingly, any person making or intending to make any offer within the EEA of the Additional 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 Additional Notes through any financial intermediary, other than offers made by the Initial
Purchasers which constitute the final placement of the Additional Notes contemplated in this Offering Memorandum.
S-1

This Offering Memorandum 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 Cool Holding have prepared this Offering Memorandum solely for use in connection with this offering
and for applying to the Luxembourg Stock Exchange for the Additional 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 this Offering Memorandum 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 Additional Notes. You are responsible for making your own examination of the Issuers, Cool Holding and HOT and
your own assessment of the merits and risks of investing in the Additional Notes. The Issuers are not and the Initial
Purchasers are not making any representation to you regarding the legality of an investment in the Additional Notes by
you.
The information contained in this Offering Memorandum has been furnished by the Issuers, Cool Holding and other
sources they believe to be reliable. No representation or warranty, express or implied, is made by the Initial Purchasers as
to the accuracy or completeness of any of the information set out in this Offering Memorandum, and nothing contained in
this Offering Memorandum is or shall be relied upon as a promise or representation by the Initial Purchasers, whether as
to the past or the future. This Offering Memorandum contains summaries, believed by the Issuers and Cool Holding 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 Additional Notes will also be available for
inspection upon request at the specified offices of the Principal Paying Agent (as defined in this Offering Memorandum)
in Luxembourg. All summaries of the documents contained herein are qualified in their entirety by this reference.
The Issuers and Cool Holding accept responsibility for the information contained in this Offering Memorandum. They
have made all reasonable inquiries and confirmed to the best of each of their knowledge, information and belief that the
information contained in this Offering Memorandum with regard to them, each of their subsidiaries and affiliates, and the
Additional Notes is true and accurate in all material respects, that the opinions and intentions expressed in this Offering
Memorandum are honestly held, and that they are not aware of any other facts the omission of which would make this
Offering Memorandum or any statement contained herein misleading in any material respect.
The information contained herein regarding HOT and its subsidiaries is primarily based on HOT's public filings with the
Israel Securities Authority. Neither HOT nor any of its subsidiaries, nor any of their representatives, 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 Additional Notes.
No person is authorized in connection with any offering made pursuant to this Offering Memorandum to give any
information or to make any representation not contained in this Offering Memorandum, and, if given or made, any other
information or representation must not be relied upon as having been authorized by the Issuers or the Initial Purchasers.
The information contained in this Offering Memorandum is current at the date hereof. Neither the delivery of this
Offering Memorandum 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 this Offering
Memorandum or in the Issuers' or Cool Holding's affairs since the date of this Offering Memorandum.
The Issuers reserve the right to withdraw this offering of the Additional Notes at any time, and the Issuers and the Initial
Purchasers reserve the right to reject any commitment to subscribe for the Additional Notes in whole or in part and to
allot to you less than the full amount of Additional Notes subscribed for by you.
The distribution of this Offering Memorandum and the offer and sale of the Additional Notes may be restricted by law in
some jurisdictions. Persons into whose possession this Offering Memorandum or any of the Additional Notes come must
inform themselves about, and observe, any restrictions on the transfer and exchange of the Additional Notes. See "Plan
of Distribution" and "Transfer Restrictions".
This Offering Memorandum does not constitute an offer to sell or an invitation to subscribe for or purchase any of the
Additional 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 Additional Notes or possess this Offering Memorandum. You must also obtain any consents or
approvals that you need in order to purchase any Additional Notes. The Issuers and the Initial Purchasers are not
responsible for your compliance with these legal requirements.
S-2

The Additional 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 Additional Notes, you will be deemed to have made certain acknowledgments, representations and
agreements as described in those sections of this Offering Memorandum. You may be required to bear the financial risks
of investing in the Additional Notes for an indefinite period of time.
Internal Revenue Service Circular 230 Disclosure
PURSUANT TO INTERNAL REVENUE SERVICE CIRCULAR 230, YOU ARE HEREBY INFORMED THAT ANY
DISCUSSION HEREIN OF U.S. FEDERAL TAX ISSUES WAS NOT INTENDED OR WRITTEN TO BE USED,
AND SUCH DISCUSSION CANNOT BE USED, BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING ANY
PENALTIES THAT MAY BE IMPOSED ON ANY TAXPAYER UNDER THE U.S. INTERNAL REVENUE CODE
OF 1986, AS AMENDED. SUCH DESCRIPTION WAS WRITTEN IN CONNECTION WITH THE MARKETING BY
THE ISSUERS OF THE ADDITIONAL NOTES. TAXPAYERS SHOULD SEEK ADVICE BASED ON THE
TAXPAYERS' PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
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 Additional Notes will be deemed to have made the representations, warranties and
acknowledgements that are described in this Offering Memorandum under "Transfer Restrictions". The Additional 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 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 Additional Notes, see "Transfer Restrictions". The Additional Notes may not be
offered to the public within any jurisdiction. By accepting delivery of this Offering Memorandum, you agree not to offer,
sell, resell, transfer or deliver, directly or indirectly, any Note to the public.
NOTICE TO EUROPEAN ECONOMIC AREA INVESTORS
In relation to each member state of the EEA which has implemented the Prospectus Directive (each, a "Relevant Member
State"), each Initial Purchaser has represented and agreed that with effect from and including the date on which the
Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date"), it has not
made and will not make an offer of Additional Notes which are the subject of the offering contemplated by this Offering
Memorandum to the public in that Relevant Member State other than:
(a)
to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b)
to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010
PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the
Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the
relevant Initial Purchaser or Initial Purchasers nominated by the Issuers for any such offer; or
(c)
in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of
the Additional Notes shall require the publication by the Issuers or any Initial Purchaser of a prospectus pursuant
to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospective
Directive other than in reliance of Article 3(2)(b).
S-3

For the purposes of this provision, the expression an "offer of notes to the public" in relation to any Additional Notes in
any Relevant Member State means the communication in any form and by any means of sufficient information on the
terms of the offer and the Additional Notes to be offered so as to enable an investor to decide to purchase or subscribe to
the Additional Notes, as the same may be varied in that Relevant Member State by any measure implementing the
Prospectus Directive in that Relevant Member State and the expression "Prospectus Directive" means Directive
2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the
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.
Each subscriber for or purchaser of the Additional Notes in the offering located within a member state of the EEA will be
deemed to have represented, acknowledged and agreed that it is a "qualified investor" within the meaning of
Article 2(1)(e) of the Prospectus Directive. The Issuers, the Initial Purchasers and their affiliates, and others will rely
upon the trust and accuracy of the foregoing representation, acknowledgement and agreement. Notwithstanding the
above, a person who is not a qualified investor and who has notified the Initial Purchasers of such fact in writing may,
with the consent of the Initial Purchasers, be permitted to subscribe for or purchase the Additional Notes in the offering.
NOTICE TO CERTAIN EUROPEAN INVESTORS
Austria This Offering Memorandum has not been or will not be approved and/or published pursuant to the Austrian
Capital Markets Act (Kapitalmarktgesetz) as amended. Neither this Offering Memorandum nor any other document
connected therewith constitutes a prospectus according to the Austrian Capital Markets Act and neither this Offering
Memorandum 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 Additional Notes in Austria and
the offering of the Additional Notes may not be advertised in Austria. Any offer of the Additional 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 Notes in Austria.
Luxembourg This Offering Memorandum has 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 Additional Notes may not be offered or sold to the
public in Luxembourg, directly or indirectly, and neither this Offering Memorandum 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 Prospectus Directive.
Germany The Additional 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
Offering Memorandum has not been approved under the German Securities Prospectus Act (Wertpapierprospektgesetz)
or the Directive 2003/71/EC and accordingly the Additional Notes may not be offered publicly in Germany.
France This Offering Memorandum has not been prepared in the context of a public offering 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 Additional Notes may not be, directly or indirectly, offered or sold to the public in France, and offers
and sales of the Additional 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. 411-2 and D.
411-1 of the Code of Monétaire et Financier. Neither this Offering Memorandum nor any other offering material may be
distributed to the public in France.
Italy None of this Offering Memorandum or any other documents or materials relating to the Additional Notes have
been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e Ia Borsa
("CONSOB"). Therefore, the Additional Notes may only be offered or sold in the Republic of Italy ("Italy") pursuant to
an exemption under article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended
(the "Financial Services Act") and article 35-bis, paragraph 3, of CONSOB Regulation No. 11971 of 14 May 1999, as
amended. Accordingly, the Additional Notes are not addressed to, and neither the Offering Memorandum nor any other
documents, materials or information relating, directly or indirectly, to the Additional Notes can be distributed or
otherwise made available (either directly or indirectly) to any person in Italy other than to qualified investors (investitori
qualificati) pursuant to article 34-ter, paragraph 1, letter (b) of CONSOB Regulation No. 11971 of 14 May 1999, as
amended from time to time, acting on their own account.
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The Netherlands The Additional Notes (including rights representing an interest in each global note that represents the
Additional Notes) may only be offered or sold in The Netherlands to qualified investors (as defined in the Prospectus
Directive), unless a prospectus relating to the offer is available to the public which is approved by the Dutch Authority
for the Financial Markets (Autoriteit Financiële Markten) or by a supervisory authority of another member state of the
European Union (the "EU"). Article 5:3 Financial Supervision Act (the "FSA") and article 53 paragraph 2 and 3
Exemption Regulation FSA provide for several exceptions to the obligation to make a prospectus available such as an
offer to qualified investors within the meaning of article 5:3 FSA
Spain This offering has not been registered with the Comisión Nacional del Mercado de Valores and therefore the
Additional 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 Additional Notes offered hereby are being offered in Switzerland on the basis of a private placement
only. This Offering Memorandum does not constitute a prospectus within the meaning of Art. 652A of the Swiss Federal
Code of Obligations.
United Kingdom This Offering Memorandum is 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 Additional Notes may otherwise be lawfully communicated or
caused to be communicated (all such persons together being referred to as "relevant persons"). This Offering
Memorandum is 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 this Offering Memorandum 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 this Offering Memorandum or any of its contents.
NOTICE TO ISRAELI INVESTORS
The Additional Notes may not be offered or sold to any Israeli investor, unless (i) it 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) such investor has completed and signed a questionnaire regarding qualification as a Qualified Israeli Investor and
delivered it to Goldman Sachs International and (iii) such investor has certified that it has an exemption from Israeli
withholding taxes on interest and has 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
ADDITIONAL NOTES.
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PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Financial Data
Unless otherwise indicated, (i) the historical consolidated financial information of HOT presented in this Offering
Memorandum has been prepared in accordance with International Financial Reporting Standards as adopted by Israel
("Israeli IFRS") and with the provisions of the Israeli Securities Regulations (Annual Financial Statements), 2010; (ii) the
historical consolidated financial information of Cool Holding presented in this Offering Memorandum has been prepared
in accordance with International Financial Reporting Standards as adopted by the International Accounting Standards
Board ("IASB IFRS") and (iii) the financial information of the Issuers presented in this Offering Memorandum has been
prepared in accordance with International Financial Reporting Standards as adopted by the European Union
("EU IFRS"). In this Offering Memorandum, we use the term "IFRS" to refer to Israeli IFRS, IASB IFRS, EU IFRS or
all three as the context requires.
This Offering Memorandum includes:
·
the unaudited consolidated interim financial statements of HOT and its subsidiaries, as of and for the nine and
three months ended September 30, 2012;
·
the audited consolidated financial statements of HOT and its subsidiaries, as of December 31, 2011 and 2010 and
for the years ended December 31, 2011, 2010 and 2009, which, with respect to the years ended December 31,
2010 and 2011 have been audited by Ernst & Young, Kost Forer Gabbay & Kasierer and with respect to the year
ended December 31, 2009 have been audited jointly by Ernst & Young, Kost Forer Gabbay & Kasierer and
Somekh Chaikin (KPMG Israel);
·
the unaudited consolidated interim financial statements of Cool Holding, as of and for the nine and three months
ended September 30, 2012;
·
the audited consolidated financial statements of Cool Holding as of December 31, 2011 and 2010 and for the years
ended December 31, 2011, 2010 and 2009 which have been audited by Ernst & Young, Kost Forer Gabbay &
Kasierer; and
·
the audited financial statements of HOT Mobile and its subsidiaries as of and for the year ended December 31,
2010 which have been audited by Ernst & Young, Kost Forer Gabbay & Kasierer.
This Offering Memorandum also includes each Issuer's opening balance sheet as of its date of incorporation. Each Issuer
intends to publish its first annual financial statements in respect of the year ended December 31, 2012. Financial
statements will be published by each Issuer on an annual basis and neither Issuer will prepare interim financial
statements.
Annex A of this Offering Memorandum also includes certain information derived from the unaudited consolidated
interim financial statements of HOT and its subsidiaries as of and for the six months ended June 30, 2012 as well as
management's discussion and analysis thereof.
The historical results of the companies mentioned above do not necessarily indicate results that may be expected for any
future period. Cool Holding's, HOT Mobile's and HOT's financial results are reported in New Israeli Shekels
denominations.
HOT completed the acquisition of HOT Mobile on November 28, 2011 after which date the results of operations of
HOT Mobile are consolidated in the financial statements of HOT and Cool Holding. Accordingly, the financial
statements of HOT for the year ended December 31, 2011 included in this Offering Memorandum include the results of
operations of HOT Mobile for the period from November 28, 2011 to December 31, 2011 and the financial statements of
HOT for the nine and three months ended September 30, 2012 included in this Offering Memorandum include the results
of operations of HOT Mobile for the nine and three months ended September 30, 2012. In order to provide a meaningful
comparison of our results of operations and financial condition, we have included (A) the unaudited pro forma condensed
consolidated financial statements of HOT and its subsidiaries for the year ended December 31, 2011 (the "2011 Pro
Forma Financial Statements") and (B) the unaudited pro forma condensed consolidated interim financial statements of
HOT and its subsidiaries for the nine and three months ended September 30, 2011 (the "September 2011 Pro Forma
Financial Statements"), each giving effect to the acquisition of HOT Mobile as if it had occurred on January 1, 2011 and
which have been prepared by applying certain pro forma adjustments to the financial statements of HOT for the year
ended December 31, 2011 and the financial statements of HOT for the nine and three months ended September 30, 2011,
respectively. The 2011 Pro Forma Financial Statements and September 2011 Pro Forma Financial Statements should be
read in conjunction with the assumptions underlying the pro forma adjustments which are described in the notes
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accompanying them. The 2011 Pro Forma Financial Statements and September 2011 Pro Forma Financial Statements
and the pro forma adjustments, among other things:
·
are based on upon available information and assumptions that we believe are reasonable under the circumstances;
·
are presented for informational purposes only;
·
have not been audited in accordance with any generally accepted auditing standards;
·
do not purport to represent what our results of operations or financial condition would have been had the
acquisition of HOT Mobile actually occurred on the dates indicated; and
·
do not purport to project our results of operations or financial condition for any future period or as of any future
date.
Except as stated above, we have not included in this Offering Memorandum any pro forma financial statements or
information giving effect to the acquisition of HOT Mobile for any other period. The unaudited pro forma financial data
included in this Offering Memorandum has not been prepared in accordance with the requirements of Regulation S-X of
the U.S. Securities Act, the Prospectus Directive, the Israeli Securities Regulation (Annual Financial Statements) 2010,
or any generally accepted accounting standards. Neither the assumptions underlying the pro forma adjustments nor the
resulting pro forma financial information have been audited in accordance with any generally accepted auditing
standards.
This Offering Memorandum includes certain segment information relating to HOT's cable television business unit,
telecom business unit and cellular business unit which are derived from HOT's audited consolidated financial statements
and the notes thereto as of and for the fiscal years ended December 31, 2009, 2010 and 2011 and HOT's unaudited
financial statements as of and for the nine and three months ended September 30, 2012. The segment information
eliminates effects of certain inter-segment sales, primarily in connection with services provided by the telecom business
unit to the cable television business unit and the cable television unit to the cellular business unit.
This Offering Memorandum includes certain financial information on an as adjusted basis to give effect to the
Transaction, including this offering and the application of the proceeds therefrom, including combined financial data as
adjusted to reflect the effect of the Transaction on our indebtedness as if the Transaction had occurred on September 30,
2012 and our interest expense as if the Transaction occurred on October 1, 2011. The as adjusted financial information
has been prepared for illustrative purposes only and does not represent what our indebtedness would have been had the
Transaction occurred on September 30, 2012 or October 1, 2011, respectively; nor does it purport to project our
indebtedness or interest expense at any future date. The as adjusted financial information has not been prepared in
accordance with IFRS. Neither the assumptions underlying the adjustments nor the resulting as adjusted financial
information have been audited or reviewed in accordance with any generally accepted auditing standards.
This Offering Memorandum contains non-IFRS measures and ratios, including EBITDA and cash flow conversion, that
are not required by, or presented in accordance with, IFRS. We define EBITDA as profit before net financing income,
taxes on income, depreciation and amortization, expenses in respect of options, expenses (income) derived from updates
in actuary assumptions and other expenses (income), net and network set up expenses. We define cash flow conversion
as (x) EBITDA minus capital expenditure divided by (y) EBITDA.
We present non-IFRS measures for HOT and Cool Holding because we believe that they and similar measures are widely
used by certain investors, securities analysts and other interested parties as supplemental measures of performance and
liquidity. The non-IFRS measures may not be comparable to similarly titled measures of other companies, have
limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of HOT's and
Cool Holding's operating results as reported under IFRS. The non-IFRS measures may also be defined differently than
the corresponding terms under the Indenture (as defined below). Non-IFRS measures and ratios such as EBITDA are not
measurements of HOT's or Cool Holding's performance or liquidity under IFRS or any other generally accepted
accounting principles. In particular, you should not consider EBITDA as an alternative to (a) operating profit or profit for
the period (as determined in accordance with IFRS) as a measure of HOT's or Cool Holding's operating performance,
(b) cash flows from operating, investing and financing activities as a measure of HOT's ability to meet its cash needs or
(c) any other measures of performance under generally accepted accounting principles. EBITDA has limitations as an
analytical tool, and you should not consider it in isolation, or as a substitute for, an analysis of HOT's or Cool Holding's
results as reported under IFRS. Some of these limitations are:
·
it does not reflect HOT's or Cool Holding's cash expenditures or future requirements for capital expenditures or
contractual commitments;
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·
it does not reflect changes in, or cash requirements for, HOT's working capital needs;
·
it does not reflect the significant interest expense, or the cash requirements necessary to service interest or
principal payments, on HOT's or Cool Holding's debts;
·
although depreciation, amortization and impairment are non-cash charges, the assets being depreciated and
amortized will generally need to be replaced in the future and EBITDA does not reflect any cash requirements that
would be required for such replacements; and
·
some of the exceptional items that HOT eliminates in calculating EBITDA reflect cash payments that were made,
or will in the future be made.
Unless otherwise indicated, convenience translations into dollars have been calculated as of September 30, 2012. Certain
amounts and percentages presented in this Offering Memorandum have been rounded and, accordingly, the sum of
amounts presented may not equal the total.
All references in this document to NIS and ILS refer to New Israeli Shekels and all references to "U.S.$" or "$" are to
U.S. dollars. All references to "" are to euro.
Definitions
Capitalized terms used in this Supplement and not otherwise defined in this Supplement shall have the meanings assigned
to them in the Listing Particulars.
"Additional Dollar Senior Secured Notes" refers to the Senior Secured Notes Issuer's $10 million aggregate principal
amount of 77/8% senior secured notes due 2019 offered hereby.
"Additional Euro Senior Secured Notes" refers to the Senior Secured Notes Issuer's 10 million aggregate principal
amount of 8% senior secured notes due 2019 offered hereby.
"Additional Notes" refers to, collectively, the Additional Senior Secured Notes and the Additional Senior Notes.
"Additional Senior Notes" refers to the Senior Notes Issuer's $25 million aggregate principal amount of 97/8% senior
notes due 2020 offered hereby.
"Additional Senior Secured Notes" refers to, collectively, the Additional Dollar Senior Secured Notes and the Additional
Euro Senior Secured Notes.
"Notes" refers to, collectively, the Additional Notes and the Original Notes.
"Original Dollar Senior Secured Notes" refers to the Senior Secured Notes Issuer's $450 million aggregate principal
amount of 77/8% senior secured notes due 2019 issued on December 12, 2012 under the Senior Secured Notes Indenture.
"Original Euro Senior Secured Notes" refers to the Senior Secured Notes Issuer's 200 million aggregate principal
amount of 8% senior secured notes due 2019 issued on December 12, 2012 under the Senior Secured Notes Indenture.
"Original Notes" refers to, collectively, the Original Senior Secured Notes and the Original Senior Notes.
"Original Senior Notes" refers to the $400 million aggregate principal amount of 97/8% senior notes due 2020 issued on
December 12, 2012 under the Senior Notes Indenture.
"Original Senior Secured Notes" refers to, collectively, the Original Euro Senior Secured Notes and the Original Dollar
Senior Secured Notes.
"Senior Notes" refers to, collectively, the Original Senior Notes and the Additional Senior Notes.
"Senior Notes Indenture" refers to the indenture dated as of December 12, 2012 by and among, inter alios, the Senior
Notes Issuer, as Issuer, the guarantors party thereto, Citibank, N.A., London Branch, as Trustee, and Citibank, N.A.,
London Branch, as Security Agent, governing the Original Senior Notes and the Additional Senior Notes.
"Senior Secured Notes" refers to, collectively, the Original Senior Secured Notes and the Additional Senior Secured
Notes.
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"Senior Secured Notes Indenture" refers to the indenture dated as of December 12, 2012 by and among, inter alios, the
Senior Secured Notes Issuer, as Issuer, the guarantors party thereto, Citibank, N.A., London Branch, as Trustee, and
Citibank, N.A., London Branch, as Security Agent, governing the Original Senior Secured Notes and the Additional
Senior Secured Notes.
S-9