Obligation Alticorp 6.5% ( USL0178WAE23 ) en USD

Alticorp

100 % ▼

Luxembourg

USL0178WAE23 ( en USD )

6.5% par an ( paiement semestriel )

14/01/2022 - Obligation échue

Prospectus brochure de l'obligation Altice USL0178WAE23 en USD 6.5%, échue

200 000 USD

900 000 000 USD

L0178WAE2

N/A

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 USL0178WAE23, paye un coupon de 6.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/01/2022

LISTING PARTICULARS
NOT FOR GENERAL CIRCULATION
DATED FEBRUARY 6, 2014
IN THE UNITED STATES
OR ISRAEL

$1,309,000,000 (equivalent)
$900,000,000 61/2% Senior Secured Notes due 2022
300,000,000 61/2% Senior Secured Notes due 2022
issued by
ALTICE FINANCING S.A.
$400,000,000 81/8% Senior Notes due 2024
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 VII S.à r.l. ("Altice VII"), offered $900 million aggregate principal
amount of its 61/2% senior secured notes due 2022 (the "Dollar Senior Secured Notes") and 300 million aggregate
principal amount of its 61/2% senior secured notes due 2022 (the "Euro Senior Secured Notes", and together with the
Dollar Senior Secured Notes, the "New Senior Secured Notes") and the Senior Notes Issuer offered $400 million
aggregate principal amount of its 81/8% senior notes due 2024 (the "New Senior Notes" and, together with the New
Senior Secured Notes, the "New Notes") in connection with the financing of the Tricom Acquisition and the ODO
Acquisition (each as defined herein). The New Senior Secured Notes will mature on January 15, 2022 and the New
Senior Notes will mature on January 15, 2024. The Issuers will pay interest on the New Notes, as applicable, semi
annually in cash in arrears on each January 15 and July 15, commencing on July 15, 2014.
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 Trustee (as defined herein) for the benefit of
the holders of the New Senior Secured Notes and (ii) the gross proceeds from the offering of the New Senior Notes into a
segregated New Senior Notes escrow account in the name of the Trustee for the benefit of the holders of the New Senior
Notes. 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".
The release of escrow proceeds may occur on one or more occasions. If the conditions for the release of escrow proceeds
are not satisfied prior to August 31, 2014 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 each such New Note 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 December 15, 2016, 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
December 15, 2016, 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 December 15, 2016, 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 VII and its restricted subsidiaries sell certain of their assets, if the Senior Secured Notes
Issuer or Altice VII experience specific kinds of changes in control or upon certain HOT Minority Shareholder Option
Exercises (as defined herein), 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 December 15, 2018, 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 December 15, 2018,
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 December 15, 2016, 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 VII and its restricted subsidiaries sell certain
of their assets, if the Senior Notes Issuer or Altice VII experience specific kinds of changes in control or upon certain
HOT Minority Shareholder Option Exercises (as defined herein), 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 (as defined herein) and the assets in the Senior Secured Notes Escrow Accounts (as
defined herein); provided that in the event the Orange Dominicana Acquisition Completion Date (as defined herein)
occurs prior to the Tricom Acquisition Completion Date (as defined herein), the first ranking assignment over the
remaining proceeds in the Senior Secured Notes Escrow Accounts and the rights of the Senior Secured Notes Issuer
under the Senior Secured Notes Escrow Agreement will also secure all of the other senior secured indebtedness of the
Senior Secured Notes Issuer on a pari passu basis, 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 (as defined herein) and the assets in the
Senior Notes Escrow Account (as defined herein).
Following the release of the proceeds of the offering of the New Senior Secured Notes and the New Senior Notes (as
applicable) from the applicable escrow accounts, (a) the New Senior Secured Notes will be guaranteed on a senior
secured basis (the "Senior Secured Notes Guarantees") by Altice VII, 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") (collectively, the
"Existing Guarantors"), and, within 90 days following the Tricom Acquisition and the ODO Acquisition, as applicable,
Tricom S.A., and Global Interlinks Ltd. (together, "Tricom") and Orange Dominicana S.A. ("ODO") (such guarantors,
collectively, 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, following the Tricom Acquisition
and the ODO Acquisition, as applicable, Tricom and ODO (such 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 VII, Green, Cabovisão and Altice Portugal), the capital stock of HOT (as defined herein) and,
following the Tricom Acquisition and the ODO Acquisition, as applicable, Tricom and ODO, (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 (as defined herein), (iii) subject to certain exceptions, first ranking pledges over all of the
material assets of each Existing Guarantor and, following the Tricom Acquisition and the ODO Acquisition, as
applicable, Tricom and ODO, (iv) a first ranking pledge over the Senior Notes Proceeds Loans (as defined herein) and
(v) a first ranking pledge over the Cool Shareholder Loan (as defined herein); 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 (as defined herein) and the obligations of the Senior Notes Issuer and the Senior Notes
Guarantors under the Existing Senior Notes (as defined herein). Under the terms of the Intercreditor Agreement (as
defined herein), in the event of an enforcement of the Collateral, the holders of the New Notes will receive proceeds from
such Collateral only after the lenders under the 2012 Revolving Credit Facility, 2013 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 40 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. 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 December 12, 2013 (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 Bookrunners
Goldman Sachs International Morgan Stanley Barclays Crédit Agricole CIB Deutsche 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. REFERENCES IN THESE LISTING PARTICULARS TO THE
"OFFERING MEMORANDUM" ARE TO THE OFFERING MEMORANDUM DATED DECEMBER 5, 2013
PURSUANT TO WHICH THE NEW NOTES WERE ISSUED.
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 this Offering
Memorandum. You must not rely on unauthorized information or representations.
The information in this Offering Memorandum is current only as of the date of the Offering Memorandum, and
may have changed after that date. For any time after the date of the Offering Memorandum, 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 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 (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 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 New 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 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.
i

This Offering Memorandum is 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"). 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 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 this Offering Memorandum.
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 Altice VII have prepared this Offering Memorandum 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 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 New Notes. You are responsible for making your own examination of the Issuers, the Group, Tricom and ODO and
your own assessment of the merits and risks of investing in the New Notes. The Issuers are not and the Initial Purchasers
are not making any representation to you regarding the legality of an investment in the New Notes by you.
The information contained in this Offering Memorandum has been furnished by the Issuers, Altice VII 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 Altice VII 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 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 Altice VII accept responsibility for the information contained in this Offering Memorandum. Each of the
Issuers and Altice VII 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 its
subsidiaries and affiliates, and the New Notes are 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 New 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 the Group's affairs since the date of this Offering Memorandum.
ii

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 this Offering Memorandum and the offer and sale of the New Notes may be restricted by law in some
jurisdictions. Persons into whose possession this Offering Memorandum 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".
This Offering Memorandum 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 this Offering Memorandum. 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 this Offering Memorandum. You may be required to bear the financial risks of investing in the New
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 NEW 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 New Notes will be deemed to have made the representations, warranties and acknowledgements
that are described in this Offering Memorandum 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 this Offering Memorandum, you agree not to offer, sell, resell, transfer
or deliver, directly or indirectly, any New Note to the public.
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
iii

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 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 New 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 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
Offering Memorandum 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 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 New Notes may not be, directly or indirectly, offered or sold to the public in France, 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. 411-2 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 New Notes have been or
will be submitted to the clearance procedure of the Commissione Nazionale per le Società e Ia Borsa ("CONSOB").
Therefore, the New 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, and article 35-bis,
paragraph 3, of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Accordingly, the New Notes are not
addressed to, and neither the Offering Memorandum nor any other documents, materials or information relating, directly
or indirectly, to the New 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.
The New Notes (including the rights representing an interest in the New Notes in global form) which are the subject of
this Offering Memorandum, 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.
This Offering Memorandum, as well as any other material relating to the New Notes which are the subject of the offering
contemplated by this Offering Memorandum, do not constitute an issue prospectus pursuant to article 652a and/or
iv

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, this Offering Memorandum, 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. The New Notes are being offered in Switzerland by way of a private placement (i.e., to a small
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.
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 New 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.
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 this Offering Memorandum, 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. 63-A/2013, of 10 May 2013.
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 Cod.VM, (ii) is not treated by the relevant financial
intermediary as a non-qualified investor (investidor não qualificado) pursuant to article 317 of the Cod.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 Cod.VM.
NOTICE TO ISRAELI INVESTORS
The New 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 NEW
NOTES.

v

DEFINITIONS
Unless otherwise stated or the context otherwise requires, the terms "Group", "we", "us" and "our" as used in this
Offering Memorandum refers to Altice VII and its subsidiaries (but excluding Tricom and ODO). See "Corporate and
Financing Structure" and "The Transactions". Definitions of certain term 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 this Offering Memorandum.
"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
among, 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 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 Take Private Transaction, the refinancing of certain indebtedness of Cool
Holding and HOT, the entering into of the 2012 Revolving Credit Facility Agreement, the issuing of the HOT
Refinancing Notes, the 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 and refers to the date on which the 2012 Transaction
completed.
"2013 Coditel Acquisition" has the meaning ascribed to it under "General Description of our Business and the
Offering--Recent Developments."
"2013 Guarantee Facility" refers to the guarantee facility agreement dated July 1, 2013, as amended, restated,
supplemented or otherwise modified from time to time, among the Existing Senior Secured Issuer as borrower, the
lenders from time to time party thereto, Wilmington Trust (London) Limited as facility agent and Citibank, N.A., London
Branch as Security Agent.
"2013 Revolving Credit Facility" refers to the revolving facility agreement, dated July 1, 2013, as amended, restated,
supplemented or otherwise modified from time to time, among 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.
"2013 Senior Notes" refers to the 250 million aggregate principal amount of 9% senior notes due 2023 of the Senior
Notes Issuer issued by the Senior Notes Issuer under the 2013 Senior Notes Indenture.
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"2013 Senior Notes Indenture" refers to the indenture dated as of June 14, 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 Senior Notes.
"2013 Senior Notes Proceeds Loan" refers to the intercompany loan made with the proceeds of the offering of the 2013
Senior Notes by the Senior Notes Issuer as lender to the Senior Secured Notes Issuer as borrower in connection with the
2013 Transactions.
"2013 Term Loan" refers to the term loan credit agreement on or prior to between the Senior Secured Notes Issuer as
borrower and the persons listed in Schedule 2.01 thereto as lenders, an agent to be mutually agreed among the borrower
and the lenders as the Administrative Agent and Citibank, N.A., London Branch as Security Agent.
"2013 Transactions" refers collectively to the Fold-in, the ABO Refinancing, the Cabovisão Refinancing, the Coditel
Refinancing, the ONI Transaction, the Outremer Transaction, the 2013 Coditel Acquisition and the Acquisition of
Content Subsidiaries.
"ABO" refers to Altice Blue One S.A.S., a société par actions simplifiée, incorporated under the laws of France.
"ABO Proceeds Loan" refers to the intercompany loan made by Altice Holdings as lender to ABO as borrower in
connection with the ABO Refinancing and the 2013 Transactions.
"ABO Refinancing" refers to ABO's refinancing of approximately 70 million of its existing indebtedness to third
parties with the proceeds of the 2013 Term Loan and the 2013 Senior Notes on July 2, 2013.
"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.
"Acquisition of Content Subsidiaries" has the meaning ascribed to it under "General Description of our Business and the
Offering--Recent Developments."
"Aggregate Portuguese Guarantee Limit" refers to 95 million, representing the maximum aggregate amount of
obligations (i) guaranteed by Altice Portugal and Cabovisão under the Portuguese Guarantees and (ii) secured by the
Cabovisão Security, which limitation applies to all indebtedness so guaranteed and/or secured on an aggregate basis.
"Aggregate ONI Security Limit" refers to 45,807,869.98, representing the maximum aggregate amount of obligations
secured by the ONI Security, which limitation applies to all indebtedness so secured on an aggregate basis.
"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 Transactions.
"Altice" or "Altice VII" refers to Altice VII S.à r.l., a private limited liability company (société à responsabilité limitée),
incorporated under the laws of the Grand Duchy of Luxembourg.
"Altice Bahamas" refers to Altice Bahamas S.à r.l., a private limited liability company (société à responsabilité limitée),
incorporated under the laws of the Grand Duchy of Luxembourg.
"Altice Blue Two" refers to Altice Blue Two S.A.S., a private limited liability company (société par actions simplifiée)
incorporated under the laws of France.
"Altice Caribbean" refers to Altice Caribbean S.à r.l. a private limited liability company incorporated under the laws of
the Grand Duchy of Luxembourg.
"Altice Group" refers to, collectively, the Group and the Numericable Group.
"Altice Holdings" refers to Altice Holdings S.à r.l., a private limited liability company (société à responsabilité limitée),
incorporated under the laws of the Grand Duchy of Luxembourg.
"Altice Portugal" refers to Altice Portugal S.A. (formerly known as Rightproposal--Telecomunicações, S.A.) a public
limited liability company (sociedade anónima) incorporated under the laws of Portugal.
"Altice West Europe" refers to Altice West Europe S.à r.l. a private limited liability company (société à responsabilité
limitée) incorporated under the laws of the Grand Duchy of Luxembourg.
vii