Obligation Altice Telecom 5.375% ( XS1028956222 ) en EUR

Altice Telecom

100 % ▼

France

XS1028956222 ( en EUR )

5.375% par an ( paiement annuel )

15/05/2022 - Obligation échue

Prospectus brochure de l'obligation Altice France (SFR Group) XS1028956222 en EUR 5.375%, échue

100 000 EUR

1 000 000 000 EUR

Altice France, anciennement SFR Group, est une société de télécommunications française proposant des services de téléphonie mobile, fixe, internet haut débit et télévision par câble et satellite à des clients particuliers et professionnels.

L'Obligation émise par Altice Telecom ( France ) , en EUR, avec le code ISIN XS1028956222, paye un coupon de 5.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/05/2022

NOT FOR GENERAL CIRCULATION
LISTING PARTICULARS DATED MAY 14, 2014
IN THE UNITED STATES OR ISRAEL

4.17 billion (equivalent)
$2,900,000,000 73/4% Senior Notes due 2022
2,075,000,000 71/4% Senior Notes due 2022
issued by
ALTICE S.A.

Altice S.A., a public limited liability company (société anonyme) organized and existing under the laws of the
Grand Duchy of Luxembourg (the "Issuer"), offered $2,900 million aggregate principal amount of its 73/4% senior notes
due 2022 (the "Dollar Notes") and 2,075 million aggregate principal amount of its 71/4% senior notes due 2022 (the
"Euro Notes", and together with the Dollar Notes, the "Notes") in connection with the Transactions (as defined herein).
The Notes will mature on May 15, 2022. The Issuer will pay interest on the Notes, as applicable, semi annually in cash in
arrears on each February 15 and August 15, commencing on August 15, 2014.
On the Issue Date (as defined below), the Initial Purchasers deposited (i) the gross proceeds from the offering of
the Dollar Notes into a segregated escrow account (the "Dollar Notes Escrow Account") in the name of the Issuer for the
benefit of the holders of the Dollar Notes and (ii) the gross proceeds from the offering of the Euro Notes into a segregated
escrow account (the "Euro Notes Escrow Account" and, together with the Dollar Notes Escrow Account, the "Escrow
Accounts") in the name of the Issuer for the benefit of the holders of the Euro Notes. The release of escrow proceeds is
subject to the conditions set forth in "Description of Notes--Escrow of Proceeds; Special Mandatory Redemption."
If the conditions for the release of escrow proceeds are not satisfied prior to April 30, 2015 or upon the
occurrence of certain other events, the applicable Notes is subject to a special mandatory redemption at 100% of the
initial issue price of each such Note plus accrued and unpaid interest and additional amounts, if any, from the Issue Date.
See "Description of Notes--Escrow of Proceeds; Special Mandatory Redemption."
At any time prior to May 15, 2017, 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. At any time on or after May 15, 2017, the Issuer may redeem some
or all of the Notes at the redemption prices set forth herein. In addition, prior to November 15, 2015, the Issuer may
redeem up to 40% of the aggregate principal amount of each series of the Notes with the proceeds of certain public or
private equity or equity-linked offerings at a redemption price equal to 103% of the principal amount of the Dollar Notes
and 103% of the principal amount of the Euro Notes, and on or after November 15, 2015 and prior to May 15, 2017, the
Issuer may redeem up to 40% of the aggregate principal amount of each series of the Notes (less the percentage of each
series of Notes redeemed pursuant to this provision prior to November 15, 2015) with the proceeds of certain public or
private equity offerings at a redemption price equal to 107.750% of the principal amount of the Dollar Notes and
107.250% of the principal amount of the Euro Notes, plus, in each case, accrued and unpaid interest and additional
amounts, if any, to the redemption date, provided that at least 60% of the original aggregate principal amount of each
series of the Notes remains outstanding after the redemption. Further, the Issuer may redeem all of the Notes at a price
equal to their principal amount plus accrued and unpaid interest and additional amounts, if any, upon the occurrence of
certain changes in tax law. If the Issuer and its restricted subsidiaries sell certain of their assets or, if the Issuer
experiences specific kinds of changes of control, the Issuer may be required to make an offer to repurchase the Notes at
the prices set forth herein.
The Notes are senior obligations of the Issuer. Prior to the release of all of the proceeds of the offering of the
Notes from the Escrow Accounts, the Notes are secured by a first ranking pledge over the Issuer's rights under the
Escrow Agreement (as defined herein) and the assets in the Escrow Accounts as applicable. Following the release of the
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proceeds of the offering of the Notes from the Escrow Accounts, the Notes will benefit from first ranking pledges (the
"Collateral") over all of the share capital of Altice International S.à r.l. ("Altice International") and Altice France S.A.
("Altice France").
The Notes will not be guaranteed on the Issue Date. Following the release of the proceeds of the offering of the
Notes from the Escrow Accounts, the Notes will be guaranteed (the "Guarantee") by Altice France (the "Guarantor").
The Collateral will also secure the obligations of the Issuer under the Altice S.A. Revolving Credit Facility
Agreement (as defined herein) and certain hedging agreements expected to be entered into by the Issuer in connection
with the Transactions. Under the terms of the Altice S.A. Intercreditor Agreement (as defined herein), in the event of an
enforcement of the Collateral, the holders of the Notes will receive proceeds from such Collateral only after the lenders
under the Altice S.A. Revolving Credit Facility Agreement and the counterparties to the aforementioned 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", "Simplified Corporate and
Financing Structure", "Risk Factors--Risks Relating to the Notes and the Structure" and "Description of Other
Indebtedness".

Investing in the Notes involves a high degree of risk. Please see "Risk Factors" beginning on page 45 of the
Offering Memorandum.
The Notes and the Guarantee have not been and will not be registered under the 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. In the United States, the Offering
Memorandum is being made only to "qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities
Act ("Rule 144A")) in compliance with Rule 144A. You are hereby notified that the Initial Purchasers (as defined herein)
of the Notes may be relying on the exemption from certain provisions of the U.S. Securities Act provided by Rule 144A.
Outside the United States, the Offering Memorandum is being made 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.
Application has been made to the Luxembourg Stock Exchange for the 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). There are no assurances that the Notes or any Additional Notes (as
defined herein) will be listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro
MTF Market.
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. Each series of Notes are being 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, société anonyme, as applicable, on or about May 8, 2014 (the "Issue Date"). Interests in each global note will
be exchangeable for definitive notes only in certain limited circumstances. See "Book- Entry, Delivery and Form".

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

Joint Global Coordinators and Joint Lead Bookrunners (for the Dollar Notes and the Euro Notes)
J.P. Morgan
Goldman Sachs International
Deutsche Bank
Joint Lead Bookrunners (for the Dollar Notes and the Euro Notes)
Crédit Agricole
Barclays
BNP PARIBAS
Credit Suisse
Morgan Stanley
ING
CIB
Joint Bookrunner (for the Euro Notes)
NATIXIS
Société Générale
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THIS DOCUMENT CONSISTS OF THE LISTING PARTICULARS (THE "LISTING PARTICULARS") IN
CONNECTION WITH THE APPLICATION TO HAVE THE 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 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 APRIL 23, 2014 PURSUANT TO
WHICH THE 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 Notes.

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 the Offering
Memorandum. You must not rely on unauthorized information or representations.
The Offering Memorandum does not offer to sell or ask for offers to buy any of the securities in any
jurisdiction where it is unlawful, where the person making the offer is not qualified to do so, or to any person who
cannot legally be offered the securities.
The information in the Offering Memorandum is current only as of the date on the cover page, and may
change after that date. For any time after the cover date of this Offering Memorandum, the 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 the Offering Memorandum is correct, nor does it imply those things by delivering the Offering
Memorandum or selling securities to you.
The Issuer and the Initial Purchasers (as defined below) are offering to sell the Notes only in places where
offers and sales are permitted.

IN CONNECTION WITH THE OFFERING OF NOTES, GOLDMAN SACHS INTERNATIONAL
(THE "STABILIZING MANAGER") (OR PERSONS ACTING ON BEHALF OF THE STABILIZING
MANAGER) MAY OVER-ALLOT 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 ISSUERS
RECEIVED THE PROCEEDS OF THE ISSUE AND 60 CALENDAR DAYS AFTER THE DATE OF
ALLOTMENT OF THE NOTES.
The Issuer 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
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securities commission or authority passed upon the accuracy or adequacy of the Offering Memorandum. Any
representation to the contrary is a criminal offense in the United States.
The Offering Memorandum is 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 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.
The Offering Memorandum is for distribution only to persons who (i) are investment professionals, as such term
is defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations, etc.") of the Financial Promotion Order, (iii) are outside the United Kingdom, or
(iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21
of the Financial Services and Markets Act 2000 ("FSM Act")) in connection with the issue or sale of any Notes may
otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as
"relevant persons"). The 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 the Offering Memorandum
relates is available only to relevant persons and will be engaged in only with relevant persons.
The Offering Memorandum has been prepared on the basis that all offers of the Notes are 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 Notes. 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. Neither the Issuer nor the Initial Purchasers has authorized, nor do 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 the Offering Memorandum.
The 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 Issuer has prepared the Offering Memorandum 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 the 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 Notes. You are responsible for making your own examination of the Issuer, the Group, ODO and SFR
and your own assessment of the merits and risks of investing in the Notes. The Issuer is not and the Initial Purchasers are
not making any representation to you regarding the legality of an investment in the Notes by you.
The information contained in the Offering Memorandum 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 the Offering Memorandum, and nothing contained in the
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. The Offering Memorandum contains 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 are 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 Notes will also be available for inspection upon request at the specified
offices of the Principal Paying Agent (as defined in the Offering Memorandum) in Luxembourg. All summaries of the
documents contained herein are qualified in their entirety by this reference.
The Issuer accepts responsibility for the information contained in the Offering Memorandum. The Issuer has
made all reasonable inquiries and confirmed to the best of each of their knowledge, information and belief that the
information contained in the Offering Memorandum with regard to them, each of its subsidiaries and affiliates, and the
Notes are true and accurate in all material respects, that the opinions and intentions expressed in the Offering
Memorandum are honestly held, and that they are not aware of any other facts the omission of which would make the
Offering Memorandum or any statement contained herein misleading in any material respect.
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The historical information relating to the SFR Group included or referred to in the Offering Memorandum has
been obtained by us from public filings by Vivendi S.A. ("Vivendi") and its subsidiaries and we have relied on such
information, together with certain limited additional information provided by Vivendi and/or SFR, in the preparation of
the Offering Memorandum. None of Vivendi, SFR or any of their respective subsidiaries are issuers of the Notes and,
accordingly, each investor will be deemed to represent and warrant that such investor has not relied upon Vivendi, SFR
or any person affiliated with Vivendi or SFR in connection with its investigation of the accuracy of the information of
SFR contained or incorporated by reference in the Offering Memorandum. None of Vivendi, SFR or any persons
affiliated with accepts any liability in relation to any such information.
No person is authorized in connection with any offering made pursuant to the Offering Memorandum to give
any information or to make any representation not contained in the Offering Memorandum, and, if given or made, any
other information or representation must not be relied upon as having been authorized by the Issuer or the Initial
Purchasers. The information contained in the Offering Memorandum is current at the date hereof. Neither the delivery of
the 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 the Offering
Memorandum or in the Issuer's or the Group's affairs since the date of the Offering Memorandum.
The Issuer reserves the right to withdraw the Offering Memorandum of the Notes at any time, and the Issuer and
the Initial Purchasers reserve the right to reject any commitment to subscribe for the Notes in whole or in part and to allot
to you less than the full amount of Notes subscribed for by you.
The distribution of the Offering Memorandum and the offer and sale of the Notes may be restricted by law in
some jurisdictions. Persons into whose possession the Offering Memorandum 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
"Transfer Restrictions".
The Offering Memorandum 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 the Offering Memorandum. 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 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 Notes, you will be deemed to have made certain acknowledgments, representations and agreements as described in
those sections of the Offering Memorandum. You may be required to bear the financial risks of investing in the 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 ISSUER OF THE 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,
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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 Notes is deemed to have made the representations, warranties and acknowledgements that
are described in the Offering Memorandum under "Transfer Restrictions". The Notes have not been and will not be
registered under the U.S. Securities Act or the securities laws of any state of the United States and are subject to certain
restrictions on transferability and resale and may not be transferred or resold except as permitted under the U.S.
Securities Act or any other applicable securities laws, pursuant to registration or an exemption therefrom. Prospective
purchasers are hereby notified that the seller of any Note may be relying on the exemption from the provisions of
Section 5 of the U.S. Securities Act provided by Rule 144A. For a description of certain further restrictions on resale or
transfer of the Notes, see "Transfer Restrictions". The Notes may not be offered to the public within any jurisdiction. By
accepting delivery of the Offering Memorandum, you agree not to offer, sell, resell, transfer or deliver, directly or
indirectly, any Note to the public.
NOTICE TO CERTAIN EUROPEAN INVESTORS
Austria The Offering Memorandum has not been or will not be approved and/or published pursuant to the
Austrian Capital Markets Act (Kapitalmarktgesetz) as amended. Neither the Offering Memorandum nor any other
document connected therewith constitutes a prospectus according to the Austrian Capital Markets Act and neither the
Offering Memorandum nor any other document connected therewith may be distributed, passed on or disclosed to any
other person in Austria. No steps may be taken that would constitute a public offering of the 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.
Luxembourg The 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 Notes may not be offered or sold to the public in
Luxembourg, directly or indirectly, and neither the 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 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 Notes may not be offered publicly in Germany.
France The Offering Memorandum has not been prepared in the context of a public offering of financial
securities in France within the meaning of Article L. 411-1 of the Code Monétaire et Financier and Title I of Book II of
the Règlement Général of the Autorité des marchés financiers (the "AMF") and therefore has not been submitted for
clearance to the AMF. Consequently, the 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 will only be made in France to providers of
investment services relating to portfolio management for the account of third parties (personnes fournissant le service
d'investissement de gestion de portefeuille pour le compte de tiers) and/or to qualified investors (investisseurs qualifiés)
and/or to a closed circle of investors (cercle restreint d'investisseurs) acting for their own accounts, as defined in and in
accordance with Articles L. 411- 1, L. 411-2, D. 411-1, D744-1, D 754-1 and D 764-1 of the Code of Monétaire et
Financier. Neither the Offering Memorandum nor any other offering material may be distributed to the public in France.
Italy None of the Offering Memorandum or any other documents or materials relating to the Notes have been or
will be submitted to the clearance procedure of the Commissione Nazionale per le Società e Ia Borsa ("CONSOB").
Therefore, the 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 Notes are not addressed
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to, and neither the Offering Memorandum nor any other documents, materials or information relating, directly or
indirectly, to the 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.
Portugal Neither the Offering Memorandum, 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 the Offering Memorandum, 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, 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. 40/2014, of 18 March 2014.
As a result, the Offering Memorandum 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 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.
The Notes (including the rights representing an interest in the Notes in global form) which are the subject of the
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 above mentioned paragraphs, the expression an "offer of notes to the public" in relation
to any 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 Notes to be offered so as to enable an investor to decide to purchase or
subscribe for the 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 The Offering Memorandum has not been registered with the Comisión Nacional del Mercado de Valores
and therefore the 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 Notes offered hereby are being offered in Switzerland on the basis of a private placement only.
The Offering Memorandum, as well as any other material relating to the Notes which are the subject of the offering
contemplated by the Offering Memorandum, do not constitute an issue prospectus pursuant to article 652a and/or
article 1156 of the Swiss Code of Obligations (SR 220) and does not comply with the Directive for Notes of Foreign
Borrowers of the Swiss Bankers' Association. The 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, the 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 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 Notes with
the intention to distribute them to the public.
United Kingdom The 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
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of Section 21 of the FMSA) in connection with the issue or sale of any Notes may otherwise be lawfully communicated
or caused to be communicated (all such persons together being referred to as "relevant persons"). The 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 the 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 the Offering Memorandum or any of its contents.
NOTICE TO ISRAELI INVESTORS
The 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"), and
(ii) such investor has certified to Goldman Sachs International regarding its qualifications as a Qualified Israeli Investor.
THE OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION WHICH YOU
SHOULD READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE
NOTES.
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DEFINITIONS
Unless otherwise stated or the context otherwise requires, (i) the terms "Group", "we", "us" and "our" as
used in the Offering Memorandum refers to the Issuer and its subsidiaries (including the Numericable Group and,
following the Transactions, these terms will also include SFR and its subsidiaries and SIG 50) (ii) the terms
"Numericable Group" and "Numericable" as used in the Offering Memorandum refer to Numericable Group S.A. and
its subsidiaries (without giving effect to the Transactions) and (iii) the term "Combined France Group" refers to
Numericable Group S.A. and its subsidiaries after giving effect to the Transactions including SFR and its subsidiaries
and SIG 50. Definitions of certain terms and certain financial and operating data can be found below. For explanations
or definitions of certain technical terms relating to our business as used herein, see "Glossary" on page G-1 of the
Offering Memorandum.
"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, Altice Financing, 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 Altice Finco 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, Altice Finco, as issuer, the guarantors party thereto and the trustee and the security agent party thereto, governing
the 2012 Senior Notes.
"2012 Senior Notes Proceeds Loan" refers to the proceeds loan agreement dated the 2012 Transaction
Completion Date between Altice Finco and Altice Financing pursuant to which the proceeds of the 2012 Senior Notes
were on- lent by Altice Finco to Altice Financing.
"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 Altice Financing 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, Altice Financing, 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" refers to December 27, 2012 and is the date on which the 2012
Transaction completed.
"2013 Coditel Acquisition" refers to the acquisition by Altice International of all remaining shares in Coditel
Holding from certain minority shareholders which was consummated in November 2013.
"2013 December Transactions" refers to the acquisition of ODO which closed on April 9, 2014, the acquisition
of Tricom which closed on March 12, 2014, and the related issuance of the 2013 Dollar Senior Notes, 2013 Dollar Senior
Secured Notes, and 2013 Euro Senior Secured Notes.
"2013 Dollar Senior Notes Indenture" refers to the indenture governing the 2013 Dollar Senior Notes.
"2013 Dollar Senior Notes Proceeds Loan" refers to the proceeds loan agreement between Altice Finco and
Altice Financing pursuant to which the proceeds of the 2013 Dollar Senior Notes were on-lent by Altice Finco to Altice
Financing.
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"2013 Dollar Senior Secured Notes" refers to the $900 million aggregate principal amount of 61/2% Senior
Secured Notes due 2022 issued by Altice Financing on December 12, 2013.
"2013 Euro Senior Secured Notes" refers to the 300 million aggregate principal amount of 61/2% Senior
Secured Notes due 2022 issued by Altice Financing on December 12, 2013.
"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 Altice Financing 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 June 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.
"2013 Margin Loan" refers to the 324 million facility agreement dated November 7, 2013 and amended on
January 16, 2014, between, among others, Altice France, as borrower, the lenders party thereto and ING Bank N.V as
facility agent and as security agent, which is expected to be fully repaid and extinguished in connection with the
Transactions.
"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 Altice Financing 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 issued
by Altice Finco under the 2013 Senior Notes Indenture.
"2013 Senior Notes Indenture" refers to the indenture dated as of June 14, 2013, as amended, among, inter alios,
Altice Finco, 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 Altice Finco as lender to Altice Financing as borrower in connection with the 2013 June
Transactions.
"2013 Senior Secured Notes" collectively refers to the 2013 Dollar Senior Secured Notes and the 2013 Euro
Senior Secured Notes.
"2013 Senior Secured Notes Indenture" refers to the indenture governing the 2013 Senior Secured Notes.
"2013 Term Loan" refers to the term loan credit agreement on or prior to between Altice Financing 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.
"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 June 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 Agreement" has the meaning ascribed to it in "The Transactions".
"Acquisition Note" refers to SPV1's NIS 955.5 million aggregate principal amount of notes due 2019 issued to
Altice Financing on the 2012 Transaction Completion Date.
"Acquisition of Content Subsidiaries" refers to the acquisition by Altice International of Ma Chaîne Sport S.A.
and its subsidiary, Sportv S.A., in November 2013.
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