Obligation Alticorp 10.5% ( USL01802AA24 ) en USD

Alticorp

115.375 % ⇌

Luxembourg

USL01802AA24 ( en USD )

10.5% par an ( paiement semestriel )

14/05/2027

Prospectus brochure de l'obligation Altice USL01802AA24 en USD 10.5%, échéance 14/05/2027

L01802AA2

15/11/2025 ( Dans 137 jours )

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 USL01802AA24, paye un coupon de 10.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/05/2027

LISTING PARTICULARS
DATED AS OF AUGUST 13, 2019

2,797 million (equivalent)
$1,600,000,000 101/2% Senior Notes due 2027
1,400,000,000 8% Senior Notes due 2027
Issued by
ALTICE LUXEMBOURG S.A.
Altice Luxembourg S.A., a public limited liability company (société anonyme) organized and established under the laws of the
Grand Duchy of Luxembourg (the "Issuer"), offered $1,600 million aggregate principal amount of its 101/2% senior notes due 2027
(the "Dollar Notes") and 1,400 million aggregate principal amount of its 8% senior notes due 2027 (the "Euro Notes", together
with the Dollar Notes, the "Notes"). Interest on the Notes is payable semi-annually in cash in arrears on May 15 and November 15
of each year, commencing November 15, 2019. The Dollar Notes mature on May 15, 2027 and the Euro Notes mature on May 15,
2027.
At any time prior to May 15, 2022, the Issuer may redeem some or all of the Notes at a price equal to 100% of the principal amount
plus a "make whole" premium plus accrued and unpaid interest and additional amounts, if any, to (but excluding) the redemption
date. At any time prior to May 15, 2022, the Issuer may redeem up to 40% of the Dollar Notes and/or up to 40% of the Euro Notes
at the redemption prices set forth herein with the net proceeds from one or more specified equity offerings plus accrued and unpaid
interest and additional amounts, if any, to (but excluding) the redemption date. At any time on or after May 15, 2022, the Issuer may
redeem some or all of the Notes at the redemption prices set forth herein plus accrued and unpaid interest and additional amounts,
if any, to (but excluding) the redemption date.
Further, the Issuer may redeem all but not less than all of the Notes at a price equal to their principal amount plus accrued and unpaid
interest and additional amounts, if any, to (but excluding) the redemption date upon the occurrence of certain changes in tax law.
Upon the occurrence of certain events constituting a change of control, as defined in the Indenture (as defined herein), the Issuer is
required to make an offer to repurchase all of the Notes at a price equal to 101% of the principal amount thereof, plus accrued and
unpaid interest and additional amounts, if any, to (but excluding) the date of purchase. The Issuer may be required to make an offer
to purchase the Notes upon the sale of certain of its assets.
The Notes are senior obligations of the Issuer. The Notes benefit from first ranking pledges over (i) all of the share capital of Altice
International S.à r.l. ("Altice International") and Altice Luxembourg FR S.A. (the "Guarantor") and (ii) the AI Mandatory
Convertible Notes (as defined herein) (the "Notes Collateral"). On the Issue Date, the Notes are guaranteed (the "Notes Guarantee")
by the Guarantor.
The Notes Collateral also secure the obligations of the Issuer under the Altice Lux Revolving Credit Facility Agreement (as defined
herein), the Existing Altice Lux Notes (as defined herein) and certain hedging obligations. Under the terms of the Altice Lux
Intercreditor Agreement (as defined herein), in the event of an enforcement of the Notes Collateral, the holders of the Notes will
receive proceeds from such Notes Collateral only after the lenders under the Altice Lux Revolving Credit Facility Agreement and
the counterparties to certain hedging agreements have been repaid in full. Any proceeds received upon any enforcement over any
Notes Collateral, after all obligations under the Altice Lux Revolving Credit Facility Agreement have been repaid and such hedging
obligations have been discharged from such recoveries, will be applied pro rata in repayment of all obligations under the Notes, the
Existing Altice Lux Notes and obligations under any other indebtedness of the Issuer and the Guarantor permitted to be incurred
and secured by the Notes Collateral on a pari passu basis pursuant to the Indenture, the Existing Altice Lux Notes Indentures and
the Altice Lux Intercreditor Agreement. In addition, the security interests in the Notes Collateral may be released under certain
circumstances. See "Summary--The Offering", "Corporate and Financing Structure", "Risk Factors--Risks Relating to the Notes
and the Structure" and "Description of Other Indebtedness".
There is currently no public market for the Notes. Application has been made to list the Notes on the Official List of the Luxembourg
Stock Exchange for trading on the Professional Segment of the Euro MTF Market, which is not a regulated market (pursuant to the
provisions of Directive 2014/65/EU). There is no assurance that the Notes will be listed on the Official List of the Luxembourg
Stock Exchange or be admitted to trading on the Euro MTF Market.
These Listing Particulars constitute a prospectus for the purposes of Part IV of the Luxembourg law dated July 16, 2019 on
prospectuses for securities. These Listing Particulars shall only be used for the purposes for which it has been published.

Investing in the Notes involves a high degree of risk. Please see "Risk Factors" beginning on page 26 of these Listing
Particulars.

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The Notes and the Notes Guarantee 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 laws of any other jurisdiction, and may not be offered or sold within the United States except in
compliance with Rule 144A under the U.S. Securities Act ("Rule 144A"). In the United States, the offering has been made only to
"qualified institutional buyers" (as defined in Rule 144A) in compliance with Rule 144A. You are hereby notified that the Initial
Purchasers may be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A.
Outside the United States, the offering has been made to non-U.S. persons in reliance on Regulation S under the U.S. Securities Act
("Regulation S"). Please see "Notice to Investors" for additional information about eligible offerees and transfer restrictions.
The Dollar Notes are in registered form in minimum denominations of $200,000 and integral multiples of $1,000 above $200,000.
The Euro Notes are in registered form in minimum denominations of 100,000 and integral multiples of 1,000 above 100,000.
The Notes are represented on issue by one or more global notes that were delivered through The Depository Trust Company
("DTC"), Euroclear SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream"), as applicable, on or about, May 8,
2019, (the "Issue Date"). Interests in each global note are exchangeable for definitive notes only in certain limited circumstances.
See "Book-Entry, Delivery and Form".
Dollar Notes price: 100% plus accrued interest from the Issue Date.
Euro Notes price: 100% plus accrued interest from the Issue Date.
Joint Global Coordinators and Joint Bookrunners (for the Dollar and the Euro Notes)

Goldman Sachs International
BNP PARIBAS
Joint Bookrunners (for the Dollar and the Euro Notes)
Crédit Agricole CIB
Credit Suisse
Citigroup
Deutsche Bank Morgan Stanley
Societe Generale
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Neither the Issuer nor any of its subsidiaries or affiliates has authorized any dealer, salesperson or other person to
give any information or represent anything to you other than the information contained in these Listing Particulars.
You must not rely on unauthorized information or representations.
These Listing Particulars do not offer to sell or ask for offers to buy any of the securities in any jurisdiction where
it is unlawful, where the person making the offer is not qualified to do so, or to any person who cannot legally be
offered the securities.
The information in these Listing Particulars is, unless otherwise specified, current only as of the date hereof, and
may change after that date. For any time after the date of these Listing Particulars, the Issuer does not represent
that its affairs or the affairs of the Group (as defined herein) are the same as described or that the information in
these Listing Particulars is correct, nor does it imply those things by delivering these Listing Particulars or selling
securities to you.
The Issuer and the Initial Purchasers (as defined below) have offered to sell the Notes only in places where offers
and sales are permitted.

IN CONNECTION WITH THE OFFERING OF THE NOTES, GOLDMAN SACHS INTERNATIONAL (THE
"STABILIZING MANAGER") (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER),
MAY OVER ALLOT THE NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE
MARKET PRICE OF THE 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 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 ISSUER RECEIVED
THE PROCEEDS OF THE ISSUE AND 60 CALENDAR DAYS AFTER THE DATE OF ALLOTMENT OF
THE NOTES.
The Issuer has offered the Notes in reliance on exemptions from the registration requirements of the U.S.
Securities Act. The Notes have not been registered with, recommended by or approved by the U.S. Securities and
Exchange Commission (the "SEC") or any other securities commission or regulatory authority, nor has the SEC
or any such securities commission or authority passed upon the accuracy or adequacy of these Listing Particulars.
Any representation to the contrary is a criminal offense in the United States.
These Listing Particulars are being provided for informational use solely in connection with consideration of a
purchase of the Notes (i) to U.S. investors that the Issuer reasonably believes to be "qualified institutional buyers"
as defined in Rule 144A, and (ii) to certain persons in offshore transactions complying with Rule 903 or Rule 904
of Regulation S. Their use for any other purpose is not authorized.
These Listing Particulars are 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 (the "FSMA")) in connection with the
issue or sale of any Notes may otherwise lawfully be communicated or caused to be communicated (all such
persons together being referred to as "relevant persons"). These Listing Particulars are directed only at relevant
persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or
investment activity to which these Listing Particulars relate is available only to relevant persons and will be
engaged in only with relevant persons.
These Listing Particulars have been prepared on the basis of an exemption provided by the Preamble 14 of the
Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation") stating that the mere admission of
securities to trading on the multilateral trading facility (as defined in point (22) of article 4(1) of Directive
2015/65/EU), is not to be regarded in itself as an offer of securities to the public and is therefore not subject to the
obligation to draw up, approve and distribute the prospectus as required by the Prospectus Regulation.
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Accordingly, any person making or intending to make any offer within the EEA of the Notes should only do so
in circumstances in which no obligation arises for the Issuer or any of the Initial Purchasers to produce a prospectus
for such offer. None of the Issuer or the Initial Purchasers has authorized, nor does any of them authorize, the
making of any offer of the Notes through any financial intermediary, other than offers made by the Initial
Purchasers which constitute the final placement of the Notes contemplated in these Listing Particulars.
These Listing Particulars constitute a prospectus for the purpose of part IV of the Luxembourg act dated July 16,
2019, on prospectuses for securities (the "Prospectus Act") and for the purpose of the rules and regulations of
the Luxembourg Stock Exchange.
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect
of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and
professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels
for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the
manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking
its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer target
market assessment) and determining appropriate distribution channels.
The Issuer has prepared these Listing Particulars solely for use in connection with the offering and for applying
to the Luxembourg Stock Exchange for the Notes to be admitted to listing on the Official List of the Luxembourg
Stock Exchange and to trading on the Euro MTF Market of the Luxembourg Stock Exchange.
You are not to construe the contents of these Listing Particulars as investment, legal or tax advice. You should
consult your own counsel, accountant and other advisers as to legal, tax, business, financial and related aspects of
a purchase of the Notes. You are responsible for making your own examination of the Issuer and the Group and
your own assessment of the merits and risks of investing in the Notes. The Issuer is not, and the Initial Purchasers
and the Trustee, and their respective agents, are not making any representation to you regarding the legality of an
investment in the Notes by you.
The information contained in these Listing Particulars has been furnished by the Issuer and other sources it
believes 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 these Listing Particulars, and nothing contained
in these Listing Particulars is or shall be relied upon as, a promise or representation by the Initial Purchasers as to
the past or the future. These Listing Particulars contain summaries, believed by the Issuer 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 Issuer upon request, for the complete information contained in those documents. Copies of such
documents and other information relating to the issuance of the Notes will also be available for inspection upon
request at the specified offices of the Issuer. All summaries of the documents contained herein are qualified in
their entirety by this reference. The contents of our website, and the contents of any other website referred to
herein, are not incorporated into these Listing Particulars and do not form part of it.
The Issuer accepts responsibility for the information contained in these Listing Particulars. The Issuer has made
all reasonable inquiries and confirmed to the best of its knowledge, information and belief that the information
contained in these Listing Particulars with regard to it, each of its subsidiaries and affiliates, and the Notes are
true and accurate in all material respects, that the opinions and intentions expressed in these Listing Particulars
are honestly held, and that it is not aware of any other facts the omission of which would make these Listing
Particulars or any statement contained herein misleading in any material respect.
No person is authorized in connection with any offering made pursuant to these Listing Particulars to give any
information or to make any representation not contained in these Listing Particulars, and, if given or made, any
other information or representation must not be relied upon as having been authorized by the Issuer, any other
member of the Group (as defined herein), the Initial Purchasers, the Trustee (as defined herein) or their respective
agents. The information contained in these Listing Particulars is current at the date of the Offering Memorandum.
Neither the delivery of these Listing Particulars at any time nor any subsequent commitment to enter into any
financing shall, under any circumstances, create any implication that there has been no change in the information
set out in these Listing Particulars or in the Issuer's or the Group's affairs since the date of these Listing Particulars.
The information set forth in relation to sections of these Listing Particulars describing clearing arrangements,
including the section entitled "Book-Entry, Delivery and Form", is subject to any change in, or reinterpretation of,
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the rules, regulations and procedures of DTC, Euroclear and/or Clearstream, as applicable, currently in effect.
While the Issuer accepts responsibility for accurately summarizing the information concerning DTC, Euroclear
and/or Clearstream, as applicable, it accepts no further responsibility in respect of such information. In addition,
these Listing Particulars contain summaries believed to be accurate with respect to certain documents, but
reference is made to the actual documents for complete information. All such summaries are qualified in their
entirety by such reference.
The distribution of these Listing Particulars and the offer and sale of the Notes may be restricted by law in some
jurisdictions. Please see "Notice to U.S. Investors", "Prohibition of Offers To EEA Retail Investors", "MIFID II
Product Governance/Professional Investors and ECPS only Target Market", "Notice to Certain European
Investors", "Notice to Israeli Investors" and "Notice to Investors in Canada". Persons into whose possession these
Listing Particulars or any of the Notes come must inform themselves about, and observe, any restrictions on the
transfer and exchange of the Notes. See "Plan of Distribution" and "Notice to Investors".
These Listing Particulars does not constitute an offer to sell or an invitation to subscribe for or purchase any of
the 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 Notes or possess these Listing Particulars. You must also obtain any consents or
approvals that you need in order to purchase any Notes. The Issuer and the Initial Purchasers are not responsible
for your compliance with these legal requirements.
The Notes are available in book-entry form only. The Notes sold pursuant to these Listing Particulars have been
issued in the form of one or more global notes, which have been deposited and registered in the name of the
nominee of a common depositary for DTC, Euroclear and/or Clearstream, as applicable. Beneficial interests in
the global notes are shown on, and transfers of the global notes are effected only through, records maintained by
DTC, Euroclear and/or Clearstream, as applicable and its respective participants. The Notes in certificated form
are issued in exchange for the global notes only in the limited circumstances as set forth in the Indenture. Please
see "Book-Entry, Delivery and Form".
NOTICE TO U.S. INVESTORS
Each purchaser of the Notes is deemed to have made the representations, warranties and acknowledgements that
are described in these Listing Particulars under "Notice to Investors". The Notes and the Notes Guarantee 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 Notes, see "Notice to Investors". The Notes
may not be offered to the public within any jurisdiction. By accepting delivery of these Listing Particulars, you
agree not to offer, sell, resell transfer or deliver, directly or indirectly, any Note to the public.
PROHIBITION OF OFFERS TO EEA RETAIL INVESTORS
The Notes and the Notes Guarantee are not intended to be offered, sold or otherwise made available to and should
not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA").
For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point
(11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of
Directive 2016/97/EU (as amended, the "Insurance Distribution Directive"), where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor
as defined in the Prospectus Regulation. No key information document required by Regulation (EU) No
1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to
retail investors in the EEA has been prepared. Offering or selling the notes or otherwise making them available to
any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
MIFID II PRODUCT GOVERNANCE/PROFESSIONAL INVESTORS AND ECPS ONLY TARGET
MARKET
Solely for the purposes of the product approval process of each of Goldman Sachs International and BNP Paribas
(each, a "manufacturer"), the target market assessment in respect of the Notes described in these Listing
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Particulars has led to the conclusion that: (i) the target market for such Notes is eligible counterparties and
professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels
for distribution of such Notes to eligible counterparties and professional clients are appropriate. The target market
and distribution channel(s) may vary in relation to sales outside the EEA in light of local regulatory regimes in
force in the relevant jurisdiction. Any person subsequently offering, selling or recommending such Notes (a
"distributor") should take into consideration the manufacturers' target market assessment; however, a distributor
subject to MiFID II is responsible for undertaking its own target market assessment in respect of such Notes (by
either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution
channels.
NOTICE TO CERTAIN EUROPEAN INVESTORS
France. These Listing Particulars have not been prepared in the context of a public offer of financial securities in
France within the meaning of Article L. 411-1 of the French Code Monétaire et Financier and Title I of Book II
of the Règlement Général of the Autorité des marchés financiers (the "AMF") and therefore have not been
submitted for clearance to the AMF. Consequently, the Notes may not be, directly or indirectly, offered or sold to
the public in France (offre au public de titres financiers), and offers and sales of the Notes are only 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) acting for their own accounts, as defined in and in accordance with Articles L.
411-1, L. 411-2, D. 411-1, D744-1, D 754-1 and D 764-1 of the French Code of Monétaire et Financier. No re-
transfer, directly or indirectly, of the Notes in France, other than in compliance with applicable laws and
regulations and in particular those relating to a public offer (which are, in particular, embodied in Articles L 411-
1, L 411-2, L 412-1 and L 674-8 et seq of the French Code of Monétaire et Financier shall be made). Neither
these Listing Particulars nor any other offering material may be distributed to the public in France.
United Kingdom. These Listing Particulars is for distribution only to, and is only directed at, persons who (i) are
investment professionals, as such term is defined in Article 19(5) of 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 FSMA) in connection with the
issue or sale of any Notes may otherwise lawfully be communicated or caused to be communicated (all such
persons together being referred to as "relevant persons"). These Listing Particulars 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 document relates is available only to relevant persons and will be engaged in
only with relevant persons. Any person who is not a relevant person should not act or rely on these Listing
Particulars or any of its contents
Grand Duchy of Luxembourg. These Listing Particulars 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 Notes may not be
offered or sold to the public in Luxembourg, directly or indirectly, and neither these Listing Particulars nor any
other circular, prospectus, form of application, advertisement or other material may be distributed, or otherwise
made available in or from, or published in, Luxembourg except in circumstances which make a public offer of
securities to the public, subject to prospectus requirements, in accordance with the Luxembourg Act of July 16,
2019 on prospectuses for securities (the "Prospectus Act") and implementing the Prospectus Regulation.
Consequently, these Listing Particulars and any other offering memorandum, prospectus, form of application,
advertisement or other material may only be distributed to (i) Luxembourg qualified investors as defined in the
Prospectus Act and (ii) no more than 149 prospective investors, which are not qualified investors.
The Netherlands. The Notes (including rights representing an interest in each Global Note that represents the
Notes) may not be offered or sold to individuals or legal entities in the Netherlands other than to qualified investors
(gekwalificeerde beleggers) as defined in the Netherlands Financial Supervision Act (Wet op het financieel
toezicht).
Germany. The 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. These Listing Particulars has not been approved under the German Securities Prospectus Act
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(Wertpapierprospektgesetz) or the Prospectus Regulation and accordingly the Notes may not be offered publicly
in Germany.
Spain. The offering of the Notes has not been registered with the Comisión Nacional del Mercado de Valores and
therefore the Notes may not be offered or sold or distributed in Spain except in circumstances that do not qualify
as a public offer of securities in Spain in accordance with article 35 of the Securities Market Act ("Real Decreto
Legislativo 4/2015, de 23 de octubre, por el que se aprueba el texto refundido de la Ley 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"),
and any regulations developing it which may be in force from time to time.
Italy. The offering of the Notes has not been cleared by the Commissione Nazionale per la Società e la Borsa
("CONSOB") (the Italian securities exchange commission), pursuant to Italian securities legislation, and will not
be subject to formal review by CONSOB. Accordingly, no Notes may be offered, sold or delivered, directly or
indirectly, nor may copies of these Listing Particulars or of any other document relating to the Notes be distributed
in the Republic of Italy, except (a) to qualified investors (investitori qualificati or clienti professionali) as defined
in Article 26, first paragraph, letter (d) of CONSOB Regulation No. 16190 of October 29, 2007, as amended
("Regulation No. 16190"), pursuant to Article 34-ter, first paragraph letter (b) of CONSOB Regulation
No. 11971 of May 14, 1999, as amended (the "Issuer Regulation"), implementing Article 100 of Legislative
Decree No. 58 of February 24, 1998, as amended (the "Italian Financial Act"); and (b) in any other
circumstances that are exempted from the rules on public offerings pursuant to Article 100 of the Italian Financial
Act and the implementing CONSOB regulations, including the Issuer Regulation.
Each Initial Purchaser has represented and agreed that any offer, sale or delivery of the Notes or distribution of
copies of these Listing Particulars or of any other document relating to the Notes in the Republic of Italy will be
carried out in accordance with all Italian securities, tax and exchange control and other applicable laws and
regulations.
Any such offer, sale or delivery of the Notes or distribution of copies of these Listing Particulars or any other
document relating to the Notes in the Republic of Italy must be in compliance with the selling restrictions under
(a) or (b) above and must be:
(a) made by soggetti abilitati (including investment firms, banks or financial intermediaries, as defined by Article
1, first paragraph, letter r), of the Italian Financial Act), to the extent duly authorized to engage in the placement
and/or underwriting and/or purchase of financial instruments in the Republic of Italy in accordance with the
relevant provisions of the Italian Financial Act, the Regulation No. 16190, as amended, Legislative Decree
No. 385 of September 1, 1993, as amended (the "Italian Banking Act"), the Issuer Regulation and any other
applicable laws and regulations; and
(b) in compliance with all relevant Italian securities, tax, exchange control and any other applicable laws and
regulations and any other applicable requirement or limitation that may be imposed from time to time by CONSOB,
the Bank of Italy or any other relevant Italian authorities.
Any investor purchasing the Notes is solely responsible for ensuring that any offer or resale of the Notes by such
investor occurs in compliance with applicable laws and regulations.
Austria. These Listing Particulars has not been or will not be approved and/or published pursuant to the Austrian
Capital Markets Act (Kapitalmarktgesetz) as amended. Neither these Listing Particulars nor any other document
connected therewith constitutes a prospectus according to the Austrian Capital Markets Act and neither these
Listing Particulars nor any other document connected therewith may be distributed, passed on or disclosed to any
other person in Austria. No steps may be taken that would constitute a public offering of the Notes in Austria and
the offering of the Notes may not be advertised in Austria. Any offer of the 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
Switzerland. The Notes are being offered in Switzerland on the basis of a private placement only. These Listing
Particulars, as well as any other material relating to the Notes which are the subject of the offering contemplated
by these Listing Particulars, do not constitute an issue prospectus pursuant to article 652a and/or article 1156 of
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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 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 Notes, including, but not
limited to, these Listing Particulars, do not claim to comply with the disclosure standards of the Swiss Code of
Obligations and the listing rules of SIX Swiss Exchange Ltd and corresponding prospectus schemes annexed to
the listing rules of the SIX Swiss Exchange Ltd or the listing rules of any other Swiss stock exchange or regulated
trading facility. Neither these Listing Particulars nor any other material relating to the Notes may be publicly
distributed or otherwise made publicly available in Switzerland. The Notes are being offered in Switzerland by
way of a private placement (i.e., to a limited number of selected, hand picked investors only), without any public
advertisement and only to investors who do not purchase the Notes with the intention to distribute them to the
public. The investors will be individually approached directly from time to time. These Listing Particulars, as well
as any other material relating to the Notes, is personal and confidential and does not constitute an offer to any
other person. These Listing Particulars, as well as any other material relating to the Notes, may not be used in
connection with any other offer and shall in particular not be copied and/or distributed to the public in (or from)
Switzerland.
Portugal. Neither the offering, nor the 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 Issuer nor the Initial Purchasers have, directly or indirectly, offered or sold any Notes or distributed
or published these Listing Particulars, any prospectus, form of application, advertisement or other document or
information in Portugal relating to the Notes and will not take any such actions in the future or any actions that
would permit a public offering of any of the Notes in Portugal or for these Listing Particulars to be distributed or
published in Portugal. Accordingly, no Notes may be offered, sold or distributed,, 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 35/2018 of 20 July 2018.
As a result, the offering and any material relating to the 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 profissional) pursuant to paragraphs 1 and 4 of article 30 of the Cód.VM, (ii) is
not treated by the relevant financial intermediary as a non-qualified investor (investidor não profissional) pursuant
to article 317 of the Cód.VM and (iii) does not request the relevant financial intermediary to be treated as a non-
qualified investor (investidor não profissional) pursuant to article 317-A of the Cód.VM.
Sweden. These Listing Particulars is not a prospectus and has not been prepared in accordance with the prospectus
requirements provided for in the Swedish Financial Instruments Trading Act (lagen (1991:980) om handel med
finansiella instrument) nor any other Swedish enactment. Neither the Swedish Financial Supervisory Authority
(Finansinspektionen) nor any other Swedish public body has examined, approved or registered these Listing
Particulars or will examine, approve or register these Listing Particulars. Accordingly, these Listing Particulars
may not be made available, nor may the Notes otherwise be marketed and offered for sale, in Sweden other than
in circumstances that are deemed not to be an offer to the public under the Swedish Financial Instruments Trading
Act.
Denmark. These Listing Particulars has not been filed with or approved by the Danish Financial Supervisory
Authority (Finanstilsynet) or any other regulatory authority in Denmark. The Notes have not been offered or sold
and may not be offered, sold or delivered directly or indirectly in Denmark by way of public offering, unless in
compliance with the Danish Capital Markets Act (Consolidated Act No. 12 of January 8, 2018 on capital markets
(Lov om kapitalmarkeder) and executive orders issued thereunder and in compliance with Executive Order
No. 747 of 7 June 2017 issued pursuant to the Danish Financial Business Act to the extent applicable
Norway. These Listing Particulars has not been and will not be filed with or approved by the Norwegian Financial
Supervisory Authority, the Oslo Stock Exchange or any other regulatory authority in Norway. The Notes have not
been offered or sold and may not be offered, sold or delivered, directly or indirectly, in Norway, unless in
compliance with Chapter 7 of the Norwegian Securities Trading Act 2007 and secondary regulations issued
pursuant thereto, as amended from time to time (the "Securities Trading Act"). Accordingly, these Listing
Particulars may not be made available nor may the Notes otherwise be marketed and offered for sale in Norway
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other than in circumstances that are deemed not to be a marketing of an offer to the public in Norway in accordance
with the Securities Trading Act.
NOTICE TO ISRAELI INVESTORS
The Notes may not be offered or sold to any Israeli investor unless such investor (i) is a "Qualified Investor"
within the meaning of the first Appendix to the Israeli Securities Law, who is not an individual (a "Qualified
Israeli Investor"), (ii) has completed and signed a questionnaire regarding its qualifications as a Qualified Israeli
Investor and delivered it to the relevant Initial Purchaser and (iii) has certified that it has an exemption from Israeli
withholding taxes on interest and delivered a copy of such certification to the relevant Initial Purchaser.
NOTICE TO INVESTORS IN CANADA
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited
investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities
Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements,
Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be made in accordance with an
exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for
rescission or damages if these Listing Particulars (including any amendment thereto) contain a misrepresentation,
provided that the remedies for rescission or damages are exercised by the purchaser within the time limit
prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any
applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these
rights or consult with a legal advisor. Pursuant to section 3A.3 of National Instrument 33-105 Underwriting
Conflicts (NI 33-105), the Initial Purchasers are not required to comply with the disclosure requirements of NI
33-105 regarding underwriter conflicts of interest in connection with the offering.
THESE LISTING PARTICULARS CONTAIN IMPORTANT INFORMATION WHICH YOU SHOULD
READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE
NOTES.
AVAILABLE INFORMATION
For so long as any of the Notes are "restricted securities" within the meaning of Rule 144(a)(3) under the U.S.
Securities Act, and the Issuer is neither subject to Section 13 or 15(d) of the U.S. Exchange Act of 1934, as
amended (the "U.S. Exchange Act") nor exempt from reporting pursuant to Rule 12g3-2(b) under the U.S.
Exchange Act, it will, upon the request of any such person, furnish to any holder or beneficial owner of Notes, or
to any prospective purchaser designated by any such registered holder, the information required to be delivered
pursuant to Rule 144A(d)(4) under the U.S. Securities Act. Any such request should be directed to the Issuer at
the registered office of the Issuer, 5, rue Eugène Ruppert, L-2453 Luxembourg. Copies of the Indenture governing
the Notes, the forms of the Notes and the Altice Lux Intercreditor Agreement will be made available upon request
to the Paying Agents or to the Issuer at the address above.
The Issuer is not currently, and will not be, subject to the periodic reporting and other information requirements
of the U.S. Exchange Act. Pursuant to the Indenture governing the Notes and so long as the Notes are outstanding,
the Issuer will furnish periodic information to the holders of the Notes. See "Description of Notes--Certain
Covenants--Reports".
SUBSCRIBER, INDUSTRY AND MARKET DATA
Key Performance Indicators
These Listing Particulars include information relating to certain key performance indicators of the Group (as
defined herein), including, among others, number of homes passed and subscribers, which the Group's
management uses to track the financial and operating performance of its businesses. In each case, none of these
terms are measures of financial performance under IFRS (as defined herein), nor have these measures been audited
or reviewed by an auditor, consultant or expert. All of the measures relating to the Group are derived from the
internal operating systems of the Group. As defined by the Group, these terms may not be directly comparable to
corresponding or similar terms used by competitors or other companies. Please refer to the meanings of these
terms as defined by the Group included elsewhere in these Listing Particulars.
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Market and Industry Data
These Listing Particulars contain statistics, data and other information relating to markets, market sizes, market
shares, market positions and other industry data pertaining to the Group's business and markets. Market data and
statistics are inherently predictive and subject to uncertainty and not necessarily reflective of actual market
conditions. Such statistics are based on market research, which itself is based on sampling and subjective
judgments by both the researchers and the respondents, including judgments about what types of products and
transactions should be included in the relevant market.
We have generally obtained the market and competitive position data in these Listing Particulars from industry
publications and from surveys or studies conducted by third party sources that we believe to be reliable, and from
information made publicly available by our competitors and other market participants. Nonetheless, we cannot
assure you of the accuracy and completeness of such information, and we have not independently verified such
market and position data. We do, however, accept responsibility for the correct reproduction of this information.
In addition, in many cases, we have made statements in these Listing Particulars regarding the Group's industry
and position in the industry based on our experience and our own investigation of market conditions. Internal
analyses, surveys or information, which we believe to be reliable, have not been verified by any independent
sources and we cannot assure you that any of these assumptions are accurate or correctly reflect the Group's
position in the industry. Neither we nor any of the Initial Purchasers make any representation as to the accuracy
of such information.
Certain monetary amounts, percentages and other figures included in these Listing Particulars have been subject
to rounding adjustments. Accordingly, figures shown as totals in certain tables and charts may not be the arithmetic
aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100%.
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Document Outline

#1">20190813_Altice Luxembourg SA_Tavares Listing Particulars Final_v1
#507">Altice Lux S.A. Financials (including Q1 2019)