Obligation Alticorp 7.625% ( USL0179ZAC88 ) en USD

Société émettrice Alticorp
Prix sur le marché 104.125 %  ⇌ 
Pays  Luxembourg
Code ISIN  USL0179ZAC88 ( en USD )
Coupon 7.625% par an ( paiement semestriel )
Echéance 15/02/2025 - Obligation échue



Prospectus brochure de l'obligation Altice USL0179ZAC88 en USD 7.625%, échue


Montant Minimal 200 000 USD
Montant de l'émission 1 480 000 000 USD
Cusip L0179ZAC8
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Description détaillée 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 USL0179ZAC88, paye un coupon de 7.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/02/2025









LISTING PARTICULARS
NOT FOR GENERAL CIRCULATION
DATED MARCH 13, 2015
IN THE UNITED STATES OR ISRAEL

2,055 million (equivalent)
$1,480,000,000 75/8% Senior Notes due 2025
750,000,000 61/4% Senior Notes due 2025
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 $1,480 million aggregate principal amount of its 75/8% senior notes due
2025 (the "Dollar Notes") and 750 million aggregate principal amount of its 61/4% senior notes due 2025 (the "Euro
Notes" and, together with the Dollar Notes, the "Notes"), in connection with the financing of the PT Portugal Acquisition
(as defined herein). The Notes will mature on February 15, 2025. The Issuer will pay interest on the Notes, as applicable,
semi annually in cash in arrears on each April 1 and October 1, commencing on October 1, 2015. Please refer to
"Definitions" for the meaning of certain capitalized terms used herein.
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 Escrow Agent (as
defined herein) for the benefit of the holders of the Dollar Notes and the Trustee, 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 Escrow Agent for the benefit of the holders of
the Euro Notes and the Trustee. The release of escrow proceeds will be 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 June 9, 2016 or upon the occurrence of certain other events, the applicable Notes will be 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 February 15, 2020, 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 February 15, 2020, the Issuer may redeem some
or all of the Notes at the redemption prices set forth herein. Prior to February 15, 2018, 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
offerings at a redemption price equal to 107.625% of the principal amount of the Dollar Notes and 106.250% 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. On the Completion Date, the Notes
will benefit from first ranking pledges (the "Collateral") over (i) all of the share capital of Altice International S.à r.l.
("Altice International") and Altice France S.A. and (ii) the AI Mandatory Convertible Notes.
The Notes were not guaranteed on the Issue Date. On the Completion Date, the Notes will be guaranteed (the
"Guarantee") by Altice France S.A. (the "Guarantor").




The Collateral will also secure the obligations of the Issuer under the 2014 Altice S.A. Revolving Credit Facility
Agreement (as defined herein), the 2014 Senior Notes (as defined herein) and certain hedging obligations. 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 2014 Altice S.A.
Revolving Credit Facility Agreement and the counterparties to certain hedging agreements have been repaid in full. Any
proceeds received upon any enforcement over any Collateral, after all obligations under the Altice S.A. Revolving Credit
Facility have been repaid and such hedging obligations have been discharged from such recoveries, will be applied pro
rata in repayment of all obligations under the Indenture, the Notes, the 2014 Senior Notes and obligations under the 2014
Senior Notes Indenture and any other Indebtedness of the Issuer and the Guarantors permitted to be Incurred and secured
by the Collateral on a pari passu basis pursuant to the Indenture and the Intercreditor Agreement. 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 50 of these
Listing Particulars.
The Notes and the Guarantee have not been, and will not be, registered under the U.S. Securities Act of 1933, as
amended (the "U.S. Securities Act"), or the securities 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, this
offering 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, this offering was 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).
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. As of February 4, 2015 (the "Issue Date"), each series of Notes are being represented by one or
more global notes that were delivered through The Depository Trust Company ("DTC"), Euroclear SA/NV ("Euroclear")
and Clearstream Banking, société anonyme, as applicable. Interests in each global note will be exchangeable for
definitive notes only in certain limited circumstances. See "Book-Entry, Delivery and Form".

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

Joint Lead Bookrunners
J.P. Morgan Goldman Sachs International Credit Suisse Deutsche Bank
Morgan Stanley
BNP PARIBAS Crédit Agricole CIB Banca IMI Citigroup HSBC Nomura RBC Capital Markets Société Générale UniCredit Bank




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.
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 these Listing
Particulars. You must not rely on unauthorized information or representations.
The information in these Listing Particulars are current only as of the date of the Listing Particulars, and may
have changed after that date. For any time after the date of the 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 does it imply those things by delivering these Listing Particulars 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, J.P. MORGAN SECURITIES PLC (WITH RESPECT
TO THE EURO NOTES) AND J.P. MORGAN SECURITIES LLC (WITH RESPECT TO THE DOLLAR
NOTES) (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 (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.
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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"), (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"). 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 relates is available
only to relevant persons and will be engaged in only with relevant persons.
These Listing Particulars have been prepared on the basis that all offers of the Notes were 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 constitutes a prospectus for the purpose of part IV of the Luxembourg act dated July 10, 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 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, the Group, ODO, Numericable Group,
SFR and PT Portugal and your own assessment of the merits and risks of investing in the Notes. The Issuer is not, and the
Initial Purchasers and the Trustee, and their respective agents, are not, making any representation to you regarding the
legality of an investment in the Notes by you.
The information contained in these Listing Particulars have been furnished by the Issuer and other sources it believes to
be reliable. No representation or warranty, express or implied, is made by the Initial Purchasers as to the accuracy or
completeness of any of the information set out in these Listing Particulars, and nothing contained in these Listing
Particulars are or shall be relied upon as a promise or representation by the Initial Purchasers, whether as to the past or
the future. These Listing Particulars contain summaries, believed by the Issuer to be accurate, of some of the terms of
specified documents, but reference is made to the actual documents, copies of which will be made available by the Issuer
upon request, for the complete information contained in those documents. Copies of such documents and other
information relating to the issuance of the Notes will also be available for inspection upon request at the specified offices
of the Issuer. All summaries of the documents contained herein are qualified in their entirety by this reference.
The Issuer accepts responsibility for the information contained in these Listing Particulars. 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 these Listing Particulars 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 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.
The historical information relating to PT Portugal (as defined herein) included or referred to in these Listing Particulars
have been obtained by us from public filings by Portugal Telecom SGPS, S.A. ("Portugal Telecom SGPS"), Oi, S.A.
("Oi") and its subsidiaries and we have relied on such information, together with certain limited additional information
provided by Oi and/or PT Portugal, in the preparation of these Listing Particulars. None of Oi, PT Portugal 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 Oi, PT Portugal or any person affiliated with Oi or PT Portugal in connection with
its investigation of the accuracy of the information of PT Portugal contained or incorporated by reference in these Listing
Particulars. None of Oi, PT Portugal or any persons affiliated with them accepts any liability in relation to any such
information.
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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, the Initial Purchasers, the
Trustee or their respective agents. The information contained in these Listing Particulars are 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.
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 does not constitute an offer to sell or an invitation to subscribe for or purchase any of the Notes
in any jurisdiction in which such offer or invitation is not authorized or to any person to whom it is unlawful to make
such an offer or invitation. You must comply with all laws that apply to you in any place in which you buy, offer or sell
any Notes or possess these Listing Particulars. You must also obtain any consents or approvals that you need in order to
purchase any Notes. The Issuer and the Initial Purchasers are not responsible for your compliance with these legal
requirements.
The Notes are 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 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 NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE
HAS BEEN FILED UNDER RSA 421-B WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT
FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT
NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE
MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH
THE PROVISIONS OF THIS PARAGRAPH.
NOTICE TO U.S. INVESTORS
Each purchaser of the 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 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
these Listing Particulars, you agree not to offer, sell, resell, transfer or deliver, directly or indirectly, any Note to the
public.
NOTICE TO CERTAIN EUROPEAN INVESTORS
Austria These Listing Particulars have not been or will not be approved and/or published pursuant to the Austrian
Capital Markets Act (Kapitalmarktgesetz) as amended. Neither these Listing Particulars nor any other document
connected therewith constitutes a prospectus according to the Austrian Capital Markets Act and neither these Listing
Particulars nor any other document connected therewith may be distributed, passed on or disclosed to any other person in
iii




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 will not be submitted for approval to the
Luxembourg Supervision Commission of the Financial Sector (Commission de Surveillance du Secteur Financier) for
purposes of a public offering or sale in Luxembourg. Accordingly, the Notes may not be offered or sold to the public in
Luxembourg, directly or indirectly, and neither these Listing Particulars nor any other circular, prospectus, form of
application, advertisement or other material may be distributed, or otherwise made available in or from, or published in,
Luxembourg except in circumstances which 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 Listing Particulars 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 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 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
these Listing Particulars nor any other offering material may be distributed to the public in France.
Italy. No action has been or will be taken which could allow 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 will result in compliance with all
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 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.
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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 This offering 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. 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 will not be listed on the SIX Swiss Exchange Ltd or any other Swiss stock exchange or
regulated trading facility and, therefore, the documents relating to the Notes, including, but not limited to, these Listing
Particulars, do not claim to comply with the disclosure standards of the Swiss Code of Obligations and the listing rules of
SIX Swiss Exchange Ltd and corresponding prospectus schemes annexed to the listing rules of the SIX Swiss
Exchange Ltd or the listing rules of any other Swiss stock exchange or regulated trading facility. Neither these Listing
Particulars nor any other material relating to the Notes may be publicly distributed or othewise made publicly available in
Switzerland. The Notes are being offered in Switzerland by way of a private placement (i.e. to a limited number of
selected, hand picked investors only), without any public advertisement and only to investors who do not purchase the
Notes with the intention to distribute them to the public. The investors will be individually approached directly from time
to time. These Listing Particulars, as well as any other material relating to the Notes, may not be used in connection with
any other offer and shall in particular not be copied and/or distributed to the public in (or from) Switzerland.
Portugal Neither 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 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. 157/2014, of 24 October 2014.
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 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 Cód.VM, (ii) 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 (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 Cód.VM.
United Kingdom These Listing Particulars are directed solely at persons who (i) are investment professionals, as such
term is defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations, etc.") of the Financial Promotion Order, (iii) are outside the United Kingdom, or
(iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21
of the FMSA) in connection with the issue or sale of any 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 relates is available only to relevant persons and will be engaged
in only with relevant persons. Any person who is not a relevant person should not act or rely on these Listing Particulars
or any of its contents.
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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
J.P. Morgan Securities plc or J.P. Morgan Securities LLC and (iii) has certified that it has an exemption from Israeli
withholding taxes on interest and delivered a copy of such certification to J.P. Morgan Securities plc or J.P. Morgan
Securities LLC.
THESE LISTING PARTICULARS CONTAIN 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, the terms "Group", "we", "us" and "our" as used in these
Listing Particulars refers to the Issuer and its subsidiaries (including the Numericable Group, SFR and its subsidiaries,
and SIG 50 and, following the Transactions, these terms will also include PT Portugal and its subsidiaries). 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 Altice Financing Revolving Credit Facility" refers to the USD revolving facility agreement originally dated
November 27, 2012, as 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 Notes" collectively refers to the 2012 Senior Secured Notes and the 2012 Senior Notes.
"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 HOT Take Private Transaction, the refinancing of certain indebtedness of
Cool Holding and HOT, the entering into of the 2012 Altice Financing Revolving Credit Facility Agreement, the
issuance of the HOT Refinancing Notes, the SPV1 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 Altice Financing Revolving Credit Facility" refers to the EUR revolving facility agreement originally dated July 1,
2013, as amended, restated, supplemented or otherwise modified from time to time, between, 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.
"2013 Altice Financing Term Loan" refers to the term loan credit agreement originally dated June 24, 2013, as amended,
restated, supplemented or otherwise modified from time to time, between, inter alios, Altice Financing as borrower,
certain lenders party thereto, Goldman Sachs International, Morgan Stanley Senior Funding, Inc., Crédit Agricole
Corporate and Investment Bank, Credit Suisse AG, Cayman Islands Branch and Deutsche Bank Securities Inc., as joint
lead arrangers and bookrunners, Goldman Sachs Lending Partners LLC as the administrative agent and Citibank, N.A.,
London Branch as security agent.
"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 AH Proceeds Loan" refers to the intercompany loan made by Altice Financing as lender to Altice
Holdings as borrower in connection with the 2013 December Transactions.
"2013 December Senior Notes" refers to the $400 million aggregate principal amount of 81/8% Senior Notes due 2022
issued by Altice Finco on December 12, 2013.
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"2013 December Senior Notes Indenture" refers to the indenture dated as of December 12, 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 December Senior Notes.
"2013 December Senior Notes Proceeds Loan" refers to the proceeds loan agreement between Altice Finco and Altice
Financing pursuant to which the proceeds of the 2013 December Senior Notes were on-lent by Altice Finco to Altice
Financing.
"2013 December Transactions" refers to the acquisition of ODO 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 December 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 December 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 December Senior Secured Notes" collectively refer 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, Altice Financing, as issuer, the guarantors party thereto and the trustee and the security agent party
thereto, governing the 2013 December Senior Secured Notes.
"2013 Guarantee Facility" refers to the guarantee facility agreement originally dated July 1, 2013, as amended, restated,
supplemented or otherwise modified from time to time, between, inter alios, 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 AH Proceeds Loan" refers to the intercompany loan made by Altice Financing as lender to Altice Holdings as
borrower in connection with the 2013 June Transactions.
"2013 June Senior Notes" refers to the 250 million aggregate principal amount of 9% senior notes due 2023 of Altice
Finco issued by Altice Finco 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,
Altice Finco, 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 Altice Finco as lender to Altice Financing as borrower in connection with the 2013 June
Transactions.
"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, the issuance of the
2013 June Senior Notes and the entry into the 2013 Altice Financing Revolving Credit Facility, 2013 Altice Financing
Term Loan and the 2013 Guarantee Facility.
"2014 Altice S.A. Revolving Credit Facility" refers to the 200 million revolving credit facility established under the
2014 Altice S.A. Revolving Credit Facility Agreement.
"2014 Altice S.A. Revolving Credit Facility Agreement" refers to the 200 million revolving credit facility agreement
originally dated May 8, 2014, as amended, restated, supplemented or otherwise modified from time to time, among the
Issuer, as borrower, the Mandated Lead Arrangers (as defined therein), Deutsche Bank AG, London Branch, as facility
agent, and Deutsche Bank AG, London Branch, as security agent.
"2014 Dollar Senior Notes" refers to the $2,900 million Senior Notes due 2022 issued by the Issuer on May 8, 2014.
"2014 Euro Senior Notes" refers to the 2,075 million Senior Notes due 2022 issued by the Issuer on May 8, 2014.
viii