Obligation Alticorp 7.5% ( US02154CAE30 ) en USD

Alticorp

100 % ▼

Luxembourg

US02154CAE30 ( en USD )

7.5% par an ( paiement semestriel )

15/05/2026 - Obligation échue

Prospectus brochure de l'obligation Altice US02154CAE30 en USD 7.5%, échue

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 US02154CAE30, paye un coupon de 7.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/05/2026

LISTING PARTICULARS

NOT FOR GENERAL CIRCULATION
DATED JUNE 30, 2016

IN THE UNITED STATES OR ISRAEL

$2,750,000,000 7.50% Senior Secured Notes due 2026
issued by
ALTICE FINANCING 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 "Issuer") and 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 ("Holdco"), which is in turn a wholly owned direct subsidiary of Altice
International S.à r.l. ("Altice International"), offered $2,750 mil ion aggregate principal amount of its 7.50% senior secured notes due 2026
(the "Notes") in connection with the Refinancing Transactions (as defined herein). The Notes wil mature on May 15, 2026. The Issuer wil
pay interest on the Notes semi-annually in cash in arrears on each January 15 and July 15 commencing on January 15, 2017. Please
refer to "Definitions" for the meaning of certain capitalized terms used herein.
At any time prior to May 15, 2021, 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, 2021, the Issuer may redeem some or all of the Notes at the redemption prices
set forth herein plus accrued and unpaid interest, if any, to (but excluding) the redemption date. In addition, at any time prior to May 15,
2019, the Issuer may redeem up to 40% of the Notes at the redemption price set forth herein with the net proceeds from one or more
specified equity offerings plus accrued and unpaid interest, if any, to (but excluding) the redemption date. 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, to (but
excluding) the redemption date, upon the occurrence of certain changes in tax law. If Altice International and its restricted subsidiaries sell
certain of their assets, upon the occurrence of certain events constituting a change of control triggering event, as defined in the Indenture
(as defined herein), the Issuer may be required to make an offer to repurchase the Notes at the prices set forth herein.
The Notes are senior secured obligations of the Issuer and are guaranteed on a senior secured basis (the "Guarantees") by Altice
International, Altice Caribbean S.à r.l. ("Altice Caribbean"), Cool Holding Ltd. ("Cool Holding"), H. Hadaros 2012 Ltd. ("Hadaros"), 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"), Altice Bahamas S.à r.l. ("Altice Bahamas"), Tricom S.A. ("Tricom"), Global Interlink Ltd. ("Global Interlink"), Altice
Hispaniola S.A. ("Altice Hispaniola"), PT Portugal SGPS, S.A. ("PT Portugal") and MEO--Serviços de Comunicações e Multimédia, S.A.
("PT OpCo") (collectively, the "Guarantors"). The Notes further benefit from the Collateral as described under "Summary--Simplified
Corporate and Financing Structure--Notes". The Collateral securing the Notes and the Guarantees also secure, on a first ranking basis,
the obligations of the Issuer and the Guarantors under the Senior Secured Debt (as defined herein). In the event that the Issuer or the
relevant grantor of security is required to enter into new Security Documents in order to provide security for its obligations under the Notes
or the Guarantees, as applicable, such Security Documents were entered into within 20 Business Days after the Issue Date. Under the
terms of the Intercreditor Agreement, in the event of an enforcement of the Collateral securing the Notes, the holders of the Notes wil
receive proceeds from such Collateral only after the lenders under the 2012 Revolving Credit Facility, 2013 Revolving Credit Facility, the
2015 Super Senior Revolving Credit Facility and counterparties to certain hedging agreements have been repaid in ful . 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 Notes and the Structure".

See "Risk Factors" beginning on page 52 for a discussion of certain risks that you should consider in connection with an investment in the
Notes.
The Notes and the Guarantees have not been, and will not be, registered under the U.S. Securities Act or the securities laws of
any other jurisdiction. The Issuer is offering the Notes only to qualified institutional buyers in accordance with Rule 144A under
the U.S. Securities Act and to non-U.S. persons outside the United States in accordance with Regulation S under the U.S.
Securities Act. You are hereby notified that the Initial Purchasers may be relying on the exemption from the provisions of
Section 5 of the U.S. Securities Act provided by Rule 144A under the U.S. Securities Act. For a description of certain restrictions
on the transfer of the Notes, see "Plan of Distribution" 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).
The Notes are in registered form in minimum denominations of $200,000 and integral multiples of $1,000 above $200,000. As of May 3,
2016 (the "Issue Date"), the Notes are being represented by one or more global notes that were delivered through The Depository Trust
Company ("DTC"). Interests in each global note wil be exchangeable for definitive notes only in certain limited circumstances. See
"Book -Entry, Delivery and Form".

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

Joint Lead Bookrunners

Goldman Sachs Internation
BofA Merrill Lynch
Barclays
BNP PARIBAS
al
Citigroup
Crédit Agricole CIB
Credit Suisse
Deutsche Bank
Securities
HSBC
ING
Morgan Stanley
NATIXIS
RBC Capital Markets
UBS Investment Bank
56611676_7
1

THIS DOCUMENT CONSISTS OF THE LISTING PARTICULARS (THE "LISTING PARTICULARS") IN

CONNECTION WITH THE APPLICATION TO HAVE THE NEW NOTES LISTED ON THE OFFICIAL LIST
OF THE LUXEMBOURG STOCK EXCHANGE AND ADMITTED FOR TRADING ON THE EURO MTF
MARKET OF THE LUXEMBOURG STOCK EXCHANGE (THE "LISTING") . THESE LISTING
PARTICULARS ARE PROVIDED ONLY FOR THE PURPOSE OF OBTAINING APPROVAL OF
ADMISSION OF THE NOTES TO THE OFFICIAL LIST OF THE LUXEMBOURG STOCK EXCHANGE AND
ADMISSION FOR TRADING ON THE EURO MTF MARKET OF THE LUXEMBOURG STOCK EXCHANGE
AND SHALL NOT BE USED FOR OR DISTRIBUTED FOR ANY OTHER PURPOSE. THESE LISTING
PARTICULARS DO NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO
BUY, ANY OF THE NEW NOTES AND THESE LISTING PARTICULARS HAVE NOT BEEN FILED WITH,
OR REVIEWED BY, ANY NATIONAL OR LOCAL SECURITIES COMMISSION OR REGULATORY
AUTHORITY OF ISRAEL, THE UNITED STATES, THE UNITED KINGDOM, FRANCE, GERMANY,
BELGIUM, THE NETHERLANDS, OR ANY OTHER JURISDICTION, NOR HAS ANY SUCH COMMISSION
OR AUTHORITY PASSED UPON THE MERITS, ACCURACY OR ADEQUACY OF THESE LISTING
PARTICULARS. ANY REPRESENTATION TO THE CONTRARY MAY BE UNLAWFUL AND MAY BE A
CRIMINAL OFFENSE.
These Listing Particulars are provided only for the purpose of obtaining approval of admission for
trading on the Euro MTF Market of the Luxembourg Stock Exchange and shall not be used for or
distributed for any other purpose and these Listing Particulars do not constitute an offer to buy, any
of the Notes. Neither Altice International 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 current only as of the date on the cover page of the
Listing Particulars, and may have changed after that date. For any time after the date of 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 are correct, nor do they
imply those things by delivering these Listing Particulars or selling securities to you.
The Issuer and the Initial Purchasers (as defined herein) 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 ISSUER 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 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 under the U.S. Securities Act, and (i ) to certain persons in offshore
transactions complying with Rule 903 or Rule 904 of Regulation S under the U.S. Securities Act. Its use for
any other purpose is not authorized.
These Listing Particulars are directed only to persons who (i) are investment professionals, as such term is
defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended, the "Financial Promotion Order"), (i ) are persons falling within Article 49(2)(a) to (d) ("high net worth
56611676_7
2

companies, unincorporated associations, etc.") of the Financial Promotion Order, (i i) 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 ("FSMA")) in connection with the issue
or sale of any Notes may otherwise lawfully be communicated or caused to be communicated (al 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 wil be engaged in only with relevant persons.
These Listing Particulars have been prepared on the basis that al offers of the Notes wil 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 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 these Listing Particulars.
These Listing Particulars constitute 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 and Altice International have prepared these Listing Particulars solely for use in connection with
this offering and for applying to the Luxembourg Stock Exchange for the 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
and the Initial Purchasers, the Trustee and their respective agents are not making any representation to you
regarding the legality of an investment in the Notes by you.
The information contained in these Listing Particulars has been furnished by the Issuer, Altice International
and other sources they believe to be reliable. No representation or warranty, express or implied, is made by
the Initial Purchasers, the Trustee and their respective agents as to the accuracy or completeness of any of
the information set out in these Listing Particulars, and nothing contained in these Listing Particulars is or shall
be relied upon as a promise or representation by the Initial Purchasers, the Trustee and their respective
agents whether as to the past or the future. These Listing Particulars contain summaries, believed by the
Issuer and Altice International to be accurate, of some of the terms of specified documents, but reference is
made to the actual documents, copies of which wil 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 wil also be available for inspection upon request at the specified offices of the
Issuer. Al summaries of the documents contained herein are qualified in their entirety by this reference.
The Issuer and Altice International accept responsibility for the information contained in these Listing
Particulars. The Issuer and Altice International have made all reasonable inquiries and confirmed to the best
of each of their knowledge, information and belief that the information contained in these Listing Particulars
with regard to them, each of its subsidiaries and affiliates, and the Notes are true and accurate in al material
respects, that the opinions and intentions expressed in these Listing Particulars are honestly held, and that
they are not aware of any other facts the omission of which would make these Listing Particulars or any
statement contained herein misleading in any material respect.
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,
Altice International, any other member of the Group the Initial Purchasers, the Trustee and their respective
agents. The information contained in these Listing Particulars is current at the date hereof. Neither the
delivery of these Listing Particulars at any time nor any subsequent commitment to enter into any financing
shall, under any circumstances, create any implication that there has been no change in the information set
out in these Listing Particulars or in the Issuer's or the Group's affairs since the date of these Listing
Particulars.
56611676_7
3

The Issuer reserves the right to withdraw this offering 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 these Listing Particulars and the offer and sale of the Notes may be restricted by law in
some jurisdictions. 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 "Transfer Restrictions".
These Listing Particulars do 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 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 wil be deemed to have made certain acknowledgments, representations and
agreements as described in those sections of these Listing Particulars. You may be required to bear the
financial risks of investing in the Notes for an indefinite period of time.
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 "Transfer Restrictions". The Notes have not been and wil
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 these Listing
Particulars, you agree not to offer, sell, resel , transfer or deliver, directly or indirectly, any Note to the public.
NOTICE TO EUROPEAN ECONOMIC AREA INVESTORS
In relation to each member state of the EEA which has implemented the Prospectus Directive (each, a
"Relevant Member State"), each Initial Purchaser has represented and agreed that with effect from and
including the date on which the Prospectus Directive is implemented in that Relevant Member State, it has not
made and wil not make an offer of Notes which are the subject of the offering contemplated by these Listing
Particulars to the public in that Relevant Member State other than: (a) to any legal entity which is a qualified
investor as defined in the Prospectus Directive; (b) to fewer than 150 natural or legal persons (other than
qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive,
subject to obtaining the prior consent of the relevant Initial Purchaser or Initial Purchasers nominated by the
Issuer for any such offer; or (c) in any other circumstances falling within Article 3(2) of the Prospectus
Directive; provided that no such offer of the Notes shal require the publication by the Issuer or any Initial
Purchaser of a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus
pursuant to Article 16 of the Prospective Directive.
For the purposes of this provision, the expression an "offer of Notes to the public" in relation to any of the
Notes in any Relevant Member State means the communication in any form and by any means of sufficient
information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to
purchase or subscribe the Notes, as the same may be varied in that Relevant Member State by any measure
implementing the Prospectus Directive in that Relevant Member State, the expression "Prospectus Directive"
means Directive 2003/71/EC (as amended, including by Directive 2010/33/EU), and includes any relevant
implementing measure in the Relevant Member State.
Each subscriber for or purchaser of the Notes in the offering located within a Relevant Member State wil be
deemed to have represented, acknowledged and agreed that it is a "qualified investor" within the meaning of
Article 2(1)(e) of the Prospectus Directive. The Issuer, the Initial Purchasers and their affiliates, and others wil
rely upon the trust and accuracy of the foregoing representation, acknowledgement and agreement.
Notwithstanding the above, a person who is not a qualified investor and who has notified the Initial Purchasers
of such fact in writing may, with the consent of the Initial Purchasers, be permitted to subscribe for or
purchase the Notes in the offering.

56611676_7
4

NOTICE TO CERTAIN EUROPEAN INVESTORS
Austria These Listing Particulars have not been or wil 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.
Luxembourg These Listing Particulars have not been approved by and wil 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 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. These Listing Particulars have 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 These Listing Particulars have not been prepared in the context of a public offering of financial
securities in France within the meaning of Article L. 411-1 of the Code Monétaire et Financier and Title I of
Book II of the Règlement Général of the Autorité des marchés financiers (the "AMF") and therefore has not
been submitted for clearance to the AMF. Consequently, the 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 wil only
be made in France to providers of investment services relating to portfolio management for the account of
third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour le compte de
tiers) and/or to qualified investors (investisseurs qualifiés) and/or to a closed circle of investors (cercle
restreint d'investisseurs) acting for their own accounts, as defined in and in accordance with Articles L. 411-1,
L. 411-2, D. 411-1, D744-1, D 754-1 and D 764-1 of the Code of Monétaire et Financier. Neither these Listing
Particulars nor any other offering material may be distributed to the public in France.
Italy No action has been or wil be taken which could al ow an offering of the Notes to the public in the
Republic of Italy within the meaning of Article 1, paragraph 1, letter t) of Legislative Decree No. 58 of
February 24, 1998, as subsequently amended (the "Italian Financial Act"). Accordingly, the Notes may not be
offered or sold directly or indirectly in the Republic of Italy, and neither these Listing Particulars nor any other
offering circular, prospectus, form of application, advertisement, other offering material or other information
relating to the Issuer, the Notes may be issued, distributed or published in the Republic of Italy, except under
circumstances that wil result in compliance with al applicable laws, orders, rules and regulations. The Notes
cannot be offered or sold in the Republic of Italy either on the primary or on the secondary market to any
natural persons or to entities other than qualified investors (investitori qualificati) as defined pursuant to
Article 100 of the Italian Financial Act and Article 34-ter, paragraph 1, letter b) of Regulation No. 11971 of
May 14, 1999 as amended (the "Issuers Regulation") issued by the Commissione Nazionale per le Società e
la Borsa ("CONSOB") or unless in circumstances which are exempt from the rules on public offers pursuant to
the Italian Financial Act and the implementing CONSOB regulations, including the Issuers Regulation.
The Notes may not be offered, sold or delivered and neither these Listing Particulars, and no other material
relating to the Notes may be distributed or made available in the Republic of Italy unless such offer, sale or
delivery of Notes or distribution or availability of copies of these Listing Particulars or any other material
relating to the Notes in Italy is made as follows: (a) by investment firms, banks or financial intermediaries
permitted to conduct such activities in Italy in accordance with Legislative Decree No 385 of September 1,
1993 as amended, the Italian Financial Act, CONSOB Regulation No. 16190 of October 29, 2007 as amended
and any other applicable laws and regulations; and (b) in compliance with all relevant Italian securities, tax
and exchange control and other applicable laws and regulations and any other applicable requirement or
limitation which may be imposed from time to time by CONSOB or the Bank of Italy or other competent
56611676_7
5

authority. Any investor purchasing the Notes is solely responsible for ensuring that any offer or resale of the
Notes by such investor occurs in compliance with applicable laws and regulations.
The Netherlands The Notes (including the rights representing an interest in the Notes in global form) which
are the subject of these Listing Particulars, have been and shall be offered, sold, transferred or delivered
exclusively to qualified investors (within the meaning of the EU Prospectus Directive) in the Netherlands.
For the purposes of the abovementioned paragraphs, the expression an "offer of notes to the public" in
relation to any 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 This offering has not been registered with the Comisión Nacional del Mercado de Valores and therefore
the Notes may not be offered, sold or distributed 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. 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 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 wil 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
wil be individually approached directly from time to time. These Listing Particulars, as wel 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.
United Kingdom These Listing Particulars are 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 Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order") (i ) 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 Notes may otherwise be lawfully communicated or caused to be communicated
(all such persons together being referred to as "relevant persons"). These Listing Particulars are directed only
at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which these Listing Particulars relate is available only to relevant persons
and wil be engaged in only with relevant persons. Any person who is not a relevant person should not act or
rely on these Listing Particulars or any of its contents.
Portugal Neither this offering, nor the 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 wil not take any such actions in the future, except under
circumstances that wil 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 Law no. 148/2015, 9 Sepember 2015.
As a result, this 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 wil hold the notes through a
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permanent establishment in Portugal (each a "Portuguese Investor") to the extent that such Portuguese
Investor (i) is deemed a qualified investor (investidor qualificado) pursuant to paragraph 1 of article 30 of the
Cód.VM, (i ) is not treated by the relevant financial intermediary as a non-qualified investor (investidor não
qualificado) pursuant to article 317 of the Cód.VM and (i i) does not request the relevant financial intermediary
to be treated as a non-qualified investor (investidor não qualificado) pursuant to article 317-A of the Cód.VM.
NOTICE TO ISRAELI INVESTORS
The Notes may not be offered or sold to any Israeli investor unless such investor (i) is a "Qualified Investor"
within the meaning of the first Appendix to the Israeli Securities Law, who is not an individual (a "Qualified
Israeli Investor"), (ii) has completed and signed a questionnaire regarding its qualifications as a Qualified
Israeli Investor and delivered it to Goldman Sachs International and (i i) has certified that it has an exemption
from Israeli withholding taxes on interest and delivered a copy of such certification to Goldman Sachs
International.
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 this offering.

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DEFINITIONS
Unless otherwise stated or the context otherwise requires, the terms "Group", "we", "us" and "our" as used in
these Listing Particulars refer to Altice International and its subsidiaries. See "Corporate and Financing
Structure". Definitions of certain terms and certain financial and operating data can be found below. For
explanations or definitions of certain technical terms relating to our business as used herein, see "Glossary"
on page G-1 of these Listing Particulars.
"2012 Acquisition Note" refers to Hadaros's NIS 955.5 mil ion aggregate principal amount of notes due 2019
issued to the Issuer on the 2012 Transaction Completion Date as amended, restated, modified, refinanced or
replaced, in whole or in part, in connection with the Refinancing Transactions.
"2012 Indentures" refers collectively to the 2012 Senior Notes Indenture and the 2012 Senior Secured Notes
Indenture.
"2012 Notes" collectively refers to the 2012 Senior Secured Notes and the 2012 Senior Notes.
"2012 Revolving Credit Facility" refers to the revolving facility agreement, dated November 27, 2012, as
amended and restated on December 12, 2012, as further amended, restated, supplemented or otherwise
modified from time to time between, inter alios, the Issuer, as borrower, the lenders from time to time party
thereto, Citibank International Limited (previously Citibank International) as facility agent and Citibank, N.A.,
London Branch as security agent.
"2012 Senior Notes" refers to the $425 mil ion aggregate principal amount of 97/8% senior notes due 2020
issued by Holdco 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, Holdco, 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 Holdco and the Issuer pursuant to which the proceeds of the 2012 Senior Notes
were on-lent by Holdco to the Issuer.
"2012 Senior Secured Notes" collectively refers to the 210 mil ion aggregate principal amount of 8% senior
secured notes due 2019 and the $460 mil ion aggregate principal amount of 7 7/8% senior secured notes due
2019 issued by the Issuer under the 2012 Senior Secured Notes Indenture, which are expected to be
redeemed using the proceeds of the offering of the Notes.
"2012 Senior Secured Notes Indenture" refers to the indenture dated as of December 12, 2012, among, inter
alios, the Issuer, as issuer, the guarantors party thereto and the trustee and the security agent party thereto,
governing the 2012 Senior Secured Notes.
"2012 Transaction" collectively refers to the HOT Take Private Transaction, the refinancing of certain
indebtedness of Cool Holding and HOT, the entering into of the 2012 Revolving Credit Facility Agreement, the
issuance of the HOT Refinancing Notes, the 2012 Acquisition Note and the Cool Proceeds Note, the making
of the 2012 Senior Notes Proceeds Loan and the offering and sale of the 2012 Notes.
"2012 Transaction Completion Date" means December 27, 2012, the date on which the 2012 Transaction
completed.
"2013 Coditel Acquisition" refers to the acquisition by Altice International of shares in Coditel Holding from
certain minority shareholders which was consummated in November 2013.
"2013 Guarantee Facility" refers to the guarantee facility available under the 2013 Guarantee Facility
Agreement.
"2013 Guarantee Facility Agreement" refers to the guarantee facility agreement dated July 1, 2013, as
amended and restated on December 10, 2014, and as further amended, restated, supplemented or otherwise
modified from time to time, between, inter alios, the 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 credit facility available under the 2013 Revolving Credit
Facility Agreement.
"2013 Revolving Credit Facility Agreement" refers to the revolving facility agreement, dated July 1, 2013, as
amended, restated, supplemented or otherwise modified from time to time, between, inter alios, the Issuer, as
borrower, the lenders from time to time party thereto, Citibank International Limited (previously Citibank
International PLC) as facility agent and Citibank, N.A., London Branch as security agent.
"2013 Term Loan" refers to the term loan available under the 2013 Term Loan Agreement.
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"2013 Term Loan Agreement" refers to the term loan credit agreement dated June 24, 2013, as amended,
restated, supplemented or otherwise modified from time to time, between, inter alios, the Issuer, as borrower,
and the persons listed in Schedule 2.01 thereto as lenders, Goldman Sachs Lending Partners LLC as the
Administrative Agent and Citibank, N.A., London Branch as Security Agent.
"2013 December AH Proceeds Loan" refers to the intercompany loan made by the Issuer as lender to Altice
Holdings as borrower in connection with the 2013 December Transactions.
"2013 December Dollar Senior Secured Notes" refers to the $900 mil ion aggregate principal amount of 6 1/2%
Senior Secured Notes due 2022 issued by the Issuer under the 2013 December Senior Secured Notes
Indenture.
"2013 December Euro Senior Secured Notes" refers to the 300 mil ion aggregate principal amount of 6 1/2%
Senior Secured Notes due 2022 issued by the Issuer under the 2013 December Senior Secured Notes
Indenture.
"2013 December Senior Notes" refers to the $400 mil ion aggregate principal amount of 8 1/8% Senior Notes
due 2022 issued by Holdco under the 2013 December Senior Notes Indenture.
"2013 December Senior Notes Indenture" refers to the indenture dated as of December 12, 2013, as
amended, among, inter alios, Holdco, as issuer, the guarantors party thereto and the trustee and the security
agent party thereto, governing the 2013 December Senior Notes.
"2013 December Senior Notes Proceeds Loan" refers to the proceeds loan agreement between Holdco and
the Issuer pursuant to which the proceeds of the 2013 December Senior Notes were on-lent by Holdco to the
Issuer.
"2013 December Senior Secured Notes" collectively refers to the 2013 December Dollar Senior Secured
Notes and the 2013 December Euro Senior Secured Notes.
"2013 December Senior Secured Notes Indenture" refers to the indenture dated as of December 12, 2013, as
amended, among, inter alios, the Issuer, as issuer, the guarantors party thereto and the trustee and the
security agent party thereto, governing the 2013 December Senior Secured Notes.
"2013 December Transactions" refers to the acquisition of Altice Hispaniola (formerly known as Orange
Dominicana S.A.) which was consummated on April 9, 2014, the acquisition of Tricom which was
consummated on March 12, 2014, and the related issuance of the 2013 December Senior Notes,
2013 December Dollar Senior Secured Notes, and 2013 December Euro Senior Secured Notes to fund such
acquisitions.
"2013 June AH Proceeds Loan" refers to the intercompany loan made by the Issuer as lender to Altice
Holdings as borrower in connection with the 2013 June Transactions.
"2013 June Senior Notes" refers to the 250 mil ion aggregate principal amount of 9% senior notes due 2023
issued by Holdco under the 2013 June Senior Notes Indenture.
"2013 June Senior Notes Indenture" refers to the indenture dated as of June 14, 2013, as amended, among,
inter alios, Holdco, as issuer, the guarantors party thereto and the trustee and the security agent party thereto,
governing the 2013 June Senior Notes.
"2013 June Senior Notes Proceeds Loan" refers to the intercompany loan made with the proceeds of the
offering of the 2013 June Senior Notes by Holdco as lender to the Issuer as borrower in connection with the
2013 June Transactions.
"2013 June Transactions" refers collectively to the Fold-in, the Cabovisão Refinancing, the Coditel
Refinancing, the ONI Acquisition, the ONI Refinancing, the Outremer Transaction, the 2013 Coditel
Acquisition, the issuance of the 2013 June Senior Notes and the entry into the 2013 Revolving Credit Facility,
2013 Term Loan and the 2013 Guarantee Facility.
"2014 Pari Passu Revolving Credit Facility" refers to the revolving credit facility available under the 2014 Pari
Passu Revolving Credit Facility Agreement.
"2014 Pari Passu Revolving Credit Facility Agreement" refers to the revolving facility agreement, dated
December 9, 2014, as amended, restated, supplemented or otherwise modified from time to time between,
inter alios, the Issuer, as original borrower and guarantor, the lenders from time to time party thereto, Citibank
International Limited as facility agent and Citibank, N.A., London Branch as security agent.
"2014 SFR Acquisition" refers to the acquisition by the Altice France Group of all the shares of SFR and
certain of its subsidiaries from Vivendi, which was consummated on November 27, 2014.
"2015 AH Proceeds Loan" refers to the intercompany loans made by the Issuer as lender to Altice Holdings,
and any successor entity, as borrower, in connection with the PT Portugal Acquisition.
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"2015 Senior Notes" refers to $385 mil ion aggregate principal amount of 7.625% senior notes due 2025
issued by Holdco under the 2015 Senior Notes Indenture.
"2015 Senior Notes Indenture" refers to the indenture dated as of February 4, 2015, as amended, among,
inter alios, Holdco, as issuer, the guarantors party thereto and the trustee and the security agent party thereto,
governing the 2015 Senior Notes.
"2015 Senior Notes Proceeds Loan" refers to the proceeds loan agreement between Holdco and the Issuer
pursuant to which the proceeds of the 2015 Senior Notes were on-lent by Holdco to the Issuer on the date of
completion of the PT Portugal Acquisition.
"2015 Senior Secured Notes" refers collectively to the $2,060 mil ion aggregate principal amount of 6.625%
dollar senior secured notes and the 500 mil ion aggregate principal amount of 5.250% Euro senior secured
notes issued by the Issuer under the 2015 Senior Secured Notes Indenture.
"2015 Senior Secured Notes Indenture" refers to the indenture dated as of February 4, 2015, as amended,
among, inter alios, the Issuer, as issuer, the guarantors party thereto and the trustee and the security agent
party thereto, governing the 2015 Senior Secured Notes.
"2015 Super Senior Revolving Credit Facility" refers to the super senior revolving credit facility available under
the 2015 Super Senior Revolving Credit Facility Agreement.
"2015 Super Senior Revolving Credit Facility Agreement" refers to the revolving facility agreement, dated
January 30, 2015, as amended, restated, supplemented or otherwise modified from time to time between,
inter alios, the Issuer, as original borrower and guarantor, the lenders from time to time party thereto, Citibank
International Limited as facility agent and Citibank, N.A., London Branch as security agent.
"2015 Term Loan" refers to the term loan available under the 2015 Term Loan Agreement.
"2015 Term Loan Agreement" or "2015 Senior Credit Facility Agreement" refers to the term loan credit
agreement dated January 30, 2015, among, inter alios, the Issuer as borrower, the lenders from time to time
party thereto and Deutsche Bank, A.G., London Branch and Deutsche Bank A.G., New York Branch as
administrative agents and Citibank, N.A., London Branch as security agent.
"Aggregate Portuguese Security and Guarantee Limit" refers to, as applicable, (1) 95 mil ion, representing
the maximum aggregate amount of obligations guaranteed by Altice Portugal, which limitation applies to al
indebtedness so guaranteed and/or secured on an aggregate basis; and (2) (i) up to 4,634.4 million for PT
Portugal and (i ) 968.4 mil ion for PT OpCo, representing the maximum aggregate amount of obligations
secured by PT Portugal and PT OpCo, respectively, and guaranteed by PT Portugal and PT OpCo,
respectively, which limitation applies to all indebtedness so secured and/or guaranteed on an aggregate
basis.
"AH Proceeds Loans" collectively refers to the 2013 June AH Proceeds Loan, the 2013 December AH
Proceeds Loan and the 2015 AH Proceeds Loan.
"Altice" refers to Altice N.V., a public company with limited liability (naamloze vennootschap) incorporated
under the laws of the Netherlands, as successor by merger with Altice S.A. consummated on 9 August, 2015.
"Altice Bahamas" refers to Altice Bahamas S.à r.l., a private limited liability company (société à responsabilité
limitée) incorporated under the laws 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 (société à responsabilité
limitée) incorporated under the laws of Luxembourg.

"Altice France Group" refers to Altice France S.A. and its subsidiaries.
"Altice Group" refers collectively to Altice and its subsidiaries and includes the Group and the NSFR Group,
unless the context otherwise requires.
"Altice Hispaniola" refers to Altice Hispaniola S.A., formerly named Orange Dominicana S.A.
"Altice Hispaniola Acquisition" refers to the acquisition by Altice Dominican Republic II S.A.S. of Altice
Hispaniola (formerly known as Orange Dominicana S.A.) which was completed on April 9, 2014.
"Altice Holdings" refers to Altice Holdings S.à r.l., a private limited liability company (société à responsabilité
limitée), incorporated under the laws of Luxembourg.
"Altice International" refers to Altice International S.à r.l., a private limited liability company (société à
responsabilité limitée), formerly known as Altice VII S.à r.l., incorporated under the laws of Luxembourg.
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