​
​
​
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549​ 
​
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
​
ALTICE USA, INC.
(Name of Subject Company (Issuer))
ALTICE USA, INC.
(ISSUER)
(Names of Filing Persons (Issuer and Offeror))
CLASS A COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
02156K103
(CUSIP Number of Class of Securities)
Michael J. Grau
Chief Financial Officer
Altice USA, Inc.
1 Court Square West
Long Island City, NY 11101
Tel: 516-803-2300
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
​
Copy to:
Richard B. Alsop, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022
(212) 848-4000
​	CALCULATION OF FILING FEE	​	
​	TRANSACTION VALUATION(1)​	​	​	AMOUNT OF FILING FEE(1)​	​	
​	$2,500,000,000	​	​	$272,750	​	
​
(1)
The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities and Exchange Act of 1934, as amended, equals $109.10 per million of the value of the transaction.
​
☐
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
​
​	Amount Previously Paid:	​	​	​	​	​	Filing Party:	​	​	​	​	
​	Form or Registration No.:	​	​	​	​	​	Date Filed:	​	​	​	​	
​
☐
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
​
Check the appropriate boxes to designate any transactions to which the statement relates
☐
third-party tender offer subject to Rule 14d-1.
​
☒
issuer tender offer subject to Rule 13e-4.
​
☐
going-private transaction subject to Rule 13e-3.
​
☐
amendment to Schedule 13D under Rule 13d-2.
​
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
​
​

​
 
INTRODUCTION
This Tender Offer Statement on Schedule TO relates to the offer by Altice USA, Inc., a Delaware corporation, to purchase up to $2.5 billion of its Class A common stock, $0.01 par value per share, at a price not greater than $36.00 per share nor less than $32.25 per share, to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 23, 2020 (the “Offer to Purchase”), a copy of which is attached hereto as Exhibit (a)(1)(A), and in the related Letter of Transmittal (the “Letter of Transmittal”), a copy of which is attached hereto as Exhibit (a)(1)(B). This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as amended. The information contained in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference in response to all of the items of this Schedule TO, as more particularly described below.
ITEM 1.
SUMMARY TERM SHEET.
​
The information set forth under “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.
ITEM 2.
SUBJECT COMPANY INFORMATION.
​
(a)   The name of the issuer is Altice USA, Inc., a Delaware corporation (the “Company”), and the address of its principal executive office is 1 Court Square West, Long Island City, NY 11101. The Company’s telephone number is 516-803-2300.
(b)   The information set forth under “Introduction” in the Offer to Purchase is incorporated herein by reference.
(c)   The information set forth in the Offer to Purchase under Section 8 (“Price Range of Shares; Dividends”) is incorporated herein by reference.
ITEM 3.
IDENTITY AND BACKGROUND OF FILING PERSON.
​
(a)   The Company is the filing person. The Company’s address and telephone number are set forth in Item 2 above. The information set forth in the Offer to Purchase under Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.
ITEM 4.
TERMS OF THE TRANSACTION.
​
(a)   The following sections of the Offer to Purchase contain a description of the material terms of the transaction and are incorporated herein by reference:
•
“Summary Term Sheet”;
​
•
“Introduction”;
​
•
Section 1 (“Number of Shares; Proration”);
​
•
Section 2 (“Purpose of the Tender Offer; Certain Effects of the Tender Offer; Other Plans”);
​
•
Section 3 (“Procedures for Tendering Shares”);
​
•
Section 4 (“Withdrawal Rights”);
​
•
Section 5 (“Purchase of Shares and Payment of Purchase Price”);
​
•
Section 6 (“Conditional Tender of Shares”);
​
•
Section 7 (“Conditions of the Tender Offer”);
​
•
Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”);
​
•
Section 14 (“Material U.S. Federal Income Tax Consequences”); and
​
•
Section 15 (“Extension of the Tender Offer; Termination; Amendment”).
​
 
1

​
 
(b)   The information in the “Introduction” to the Offer to Purchase and in Section 11 of the Offer to Purchase (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.
ITEM 5.
PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
​
(e)   The information set forth in the Offer to Purchase under Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.
ITEM 6.
PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
​
(a), (b) and (c)    The information set forth in the Offer to Purchase under Section 2 (“Purpose of the Tender Offer; Certain Effects of the Tender Offer; Other Plans”) and Section 10 (“Certain Information Concerning the Company”) is incorporated herein by reference.
ITEM 7.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
​
(a) and (d)    The information set forth in the Offer to Purchase under Section 9 (“Source and Amount of Funds”) is incorporated herein by reference.
(b)   None.
ITEM 8.
INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
​
(a) and (b) The information set forth in the Offer to Purchase under Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.
ITEM 9.
PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
​
(a)   The information set forth in the Offer to Purchase under Section 16 (“Fees and Expenses”) is incorporated herein by reference.
ITEM 10.
FINANCIAL STATEMENTS.
​
(a) and (b)    Not applicable.
ITEM 11.
ADDITIONAL INFORMATION.
​
(a)   The information set forth in the Offer to Purchase under Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”), Section 10 (“Certain Information Concerning the Company”), Section 12 (“Effects of the Tender Offer on the Market for Shares; Registration under the Exchange Act”) and Section 13 (“Legal Matters; Regulatory Approvals”) is incorporated herein by reference. To the knowledge of the Company, no material legal proceedings relating to the tender offer are pending.
(c)   The information set forth in the Offer to Purchase and the related Letter of Transmittal, copies of which are filed as Exhibits (a)(1)(A) and (a)(1)(B) hereto, respectively, as each may be amended or supplemented from time to time, is incorporated herein by reference. The information contained in all of the exhibits referred to in Item 12 below is incorporated herein by reference.
ITEM 12.
EXHIBITS.
​
​	(a)(1)(A)	​	​	Offer to Purchase dated November 23, 2020.	​	
​	(a)(1)(B)	​	​	Letter of Transmittal.	​	
​	(a)(1)(C)	​	​	Notice of Guaranteed Delivery.	​	
​	(a)(1)(D)	​	​	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.	​	
 
2

​

​	(a)(1)(E)	​	​	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.	​	
​	(a)(1)(F)	​	​	Letter to Vested Stock Option Holders.	​	
​	(a)(1)(G)	​	​	Press Release dated November 23, 2020.	​	
​	(a)(1)(H)	​	​	Summary Advertisement dated November 23, 2020.	​	
​	(a)(1)(I)	​	​	Notice of Withdrawal.	​	
​	(b)	​	​	Credit Agreement, dated as of October 9, 2015, by and among CSC Holdings, LLC (as successor by merger to Neptune Finco Corp.), as borrower, certain lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and security agent, Barclays Bank plc and BNP Paribas Securities Corp., as co-syndication agents, Credit Agricole Corporate and Investment Bank, Deutsche Bank Securities Inc., Royal Bank of Canada, Societe Generale, TD Securities (USA) LLC and the Bank of Nova Scotia, as co-documentation agents, and J.P. Morgan Securities LLC, Barclays Bank plc, BNP Paribas Securities Corp., Credit Agricole Corporate and Investment Bank, Deutsche Bank Securities Inc., Royal Bank of Canada, Societe Generale, TD Securities (USA) LLC and The Bank of Nova Scotia, as joint bookrunners and lead arrangers (incorporated herein by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-1/A (File No. 333-217240) filed on May 16, 2017).	​	
​	(d)(1)	​	​	Altice USA Short Term Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.21 of the Company’s Registration Statement on Form S-1/A (File No. 333-217240) filed on June 12, 2017).	​	
​	(d)(2)	​	​	Altice USA 2017 Long Term Incentive Plan, as amended (incorporated herein by reference to Exhibit 99.1 of the Company’s Registration Statement on Form S-8 (File No. 333-228907) filed on December 19, 2018).	​	
​	(d)(3)	​	​	Altice USA 2017 Long Term Incentive Plan, Form of Nonqualified Stock Option Award Agreement (incorporated herein by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K (File No. 001-38126) filed on January 3, 2018).	​	
​	(d)(4)	​	​	Altice USA 2017 Long Term Incentive Plan, Form of Performance-Based Nonqualified Stock Option Award Agreement (incorporated herein by reference to Exhibit 10.25 of the Company’s Annual Report on Form 10-K (File No. 001-38126) filed on March 6, 2018).	​	
​	(g)	​	​	Not Applicable.	​	
​	(h)	​	​	Not Applicable.	​	
​
ITEM 13.
INFORMATION REQUIRED BY SCHEDULE 13E-3.
​
Not applicable.
 
3

​
 
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: November 23, 2020
ALTICE USA, INC.
By:
/s/ MICHAEL J. GRAU
​
​
Name: Michael J. Grau
Title:    Chief Financial Officer
 
4

TABLE OF CONTENTS
 
 Exhibit 99.(a)(1)(A)​

OFFER TO PURCHASE FOR CASH
BY
ALTICE USA, INC.
OF
UP TO $2.5 BILLION OF ITS CLASS A COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $36.00 PER SHARE NOR LESS THAN $32.25 PER SHARE
​	​	THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
ONE (1) MINUTE AFTER 11:59 P.M., NEW YORK CITY TIME, ON MONDAY, DECEMBER 21, 2020, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION TIME”).	​	​	
Altice USA, Inc., a Delaware corporation (the “Company,” “Altice USA,” “we,” “our” or “us”), is offering to purchase up to $2.5 billion of its Class A common stock, $0.01 par value per share (the “Class A shares” or “shares”), at a price not greater than $36.00 per share nor less than $32.25 per share, to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions of this Offer to Purchase and the related Letter of Transmittal (which together, as they may be amended and supplemented from time to time, constitute the “Offer”). Unless the context otherwise requires, all references to the shares shall refer to the Class A common stock of the Company.
Tendering shareholders may specify a price not greater than $36.00 per share nor less than $32.25 per share (in increments of $0.25) at which they are willing to sell their shares pursuant to the Offer. On the terms and subject to the conditions of the Offer, we will designate a single per share price that we will pay for shares properly tendered and not properly withdrawn from the Offer, taking into account the total number of shares tendered and the prices specified by tendering shareholders. We will select the lowest purchase price, not greater than $36.00 per share nor less than $32.25 per share, that will allow us to purchase Class A shares having an aggregate purchase price of $2.5 billion, or a lower amount depending on the number of Class A shares properly tendered and not properly withdrawn (such purchase price, the “Final Purchase Price”). Only shares validly tendered at prices at or below the Final Purchase Price, and not properly withdrawn, will be eligible for purchase in the Offer. All Class A shares acquired in the Offer will be acquired at the Final Purchase Price, including those Class A shares tendered at a price lower than the Final Purchase Price. However, due to the “odd lot” priority, proration and conditional tender offer provisions described in this Offer to Purchase, all of the shares tendered may not be purchased if the number of shares properly tendered at or below the Final Purchase Price and not properly withdrawn have an aggregate value in excess of $2.5 billion (based on the Final Purchase Price). We reserve the right, in our sole discretion, to change the purchase price range per share and to increase or decrease the aggregate value of shares sought in the Offer, subject to applicable law. In accordance with the rules of the U.S. Securities and Exchange Commission (“SEC”), we may purchase in the Offer up to an additional 2% of our outstanding shares without amending or extending the Offer.
We will purchase only those shares properly tendered and not properly withdrawn upon the terms and conditions of the Offer. All shares accepted for payment will be paid promptly after the Expiration Time, to the seller in cash, less any applicable withholding taxes and without interest. At the maximum Final Purchase Price of $36.00 per share, we would purchase 69,444,444 shares if the Offer is fully subscribed,

TABLE OF CONTENTS
 
which would represent approximately 19.6% of the issued and outstanding shares of Class A common stock as of November 19, 2020 (or approximately 12.8% of the total issued and outstanding common stock including both Class A and Class B common stock). At the minimum Final Purchase Price of $32.25 per share, we would purchase 77,519,379 shares if the Offer is fully subscribed, which would represent approximately 21.9% of the issued and outstanding shares of Class A common stock as of November 19, 2020 (or approximately 14.3% of the total issued and outstanding common stock including both Class A and Class B common stock).
The Offer is not conditioned upon any minimum number of shares being tendered. The Offer is, however, subject to a number of other terms and conditions, including the Lightpath Transaction Condition (as further described in this Offer to Purchase). See Section 7.
The shares are listed and traded on the New York Stock Exchange (“NYSE”) under the symbol “ATUS.” On November 20, 2020, the last full trading day before announcement and commencement of the Offer, the NYSE closing price per share of our Class A shares was $32.27. Shareholders are urged to obtain current market quotations for the shares. See Section 8.
As of November 19, 2020, Next Alt S.à.r.l. (“Next Alt”) beneficially owned approximately 41.1% of the outstanding Class A shares and 98.3% of the Company’s Class B common stock, par value $0.01 per share (the “Class B shares”), representing in the aggregate approximately 92.4% the voting power in the Company. Next Alt is a personal holding company of Patrick Drahi, who is its controlling shareholder. Next Alt has informed us that it will not participate in the Offer.
Neither the SEC nor any state securities commission has approved or disapproved of this transaction or passed upon the merits or fairness of such transaction or passed upon the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offense under applicable U.S. law.
​
November 23, 2020

TABLE OF CONTENTS
 
IMPORTANT
OUR BOARD OF DIRECTORS HAS APPROVED THE OFFER. HOWEVER, NEITHER WE NOR OUR BOARD OF DIRECTORS, D.F. KING & CO., INC. (THE “INFORMATION AGENT”) OR AMERICAN STOCK TRANSFER & TRUST COMPANY LLC (THE “DEPOSITARY”) MAKES ANY RECOMMENDATION TO YOU AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING YOUR SHARES OR AS TO THE PRICE OR PRICES AT WHICH YOU MAY CHOOSE TO TENDER YOUR SHARES, AND NEITHER WE, NOR THE INFORMATION AGENT OR DEPOSITARY HAVE AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION. YOU MUST DECIDE WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND AT WHAT PRICE OR PRICES TO TENDER. IN DOING SO, YOU SHOULD READ AND EVALUATE CAREFULLY THE INFORMATION IN THIS OFFER TO PURCHASE AND IN THE RELATED LETTER OF TRANSMITTAL, INCLUDING OUR REASONS FOR MAKING THE OFFER, AND YOU SHOULD DISCUSS WHETHER TO TENDER YOUR SHARES WITH YOUR BROKER OR OTHER FINANCIAL OR TAX ADVISOR. SEE SECTION 2.
If you desire to tender all or any portion of your shares, you should either (1) (a) complete and sign the Letter of Transmittal, or a facsimile thereof, in accordance with the instructions to the Letter of Transmittal, have your signature thereon guaranteed if Instruction 1 to the Letter of Transmittal so requires, mail or deliver the Letter of Transmittal, or facsimile thereof, together with any other required documents, including the share certificates, to the Depositary (as defined herein) or (b) tender the shares in accordance with the procedure for book-entry transfer set forth in Section 3, or (2) request that your broker, dealer, commercial bank, trust company or other nominee effect the transaction for you. If you have shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you must contact that institution if you desire to tender those shares.
If you desire to tender shares and your certificates for those shares are not immediately available or cannot be delivered to the Depositary prior to the Expiration Time, or the procedure for book-entry transfer cannot be completed on a timely basis, or time will not permit all required documents to reach the Depositary at or prior to the Expiration Time (as defined herein), your tender may be effected by following the procedure for guaranteed delivery set forth in Section 3.
Shares not purchased in the Offer will be returned at our expense promptly following the expiration of the Offer. See Section 3. We reserve the right, in our sole discretion, to change the per share purchase price options and to increase or decrease the aggregate value of shares sought in the Offer, subject to applicable law. See Section 1.
In accordance with the rules of the SEC, we may purchase in the Offer up to an additional 2% of our outstanding shares without amending or extending the Offer. See Sections 1 and 15.
If you check the box in the section captioned “Shares Tendered At Price Determined Under the Offer” in the section of the Letter of Transmittal captioned “Price (In Dollars) Per Share At Which Shares Are Being Tendered,” you will maximize the chance that your shares will be purchased by us in the Offer. However, you should understand that this election may lower the Final Purchase Price paid for all purchased shares in the Offer and could result in your shares being purchased at the minimum price of $32.25 per share, a price that is below the closing market price for the shares on November 20, 2020, the last full trading day before announcement and commencement of the Offer, when the NYSE closing price was $32.27.
Questions and requests for assistance may be directed to the Information Agent for the Offer at the address and telephone number set forth on the back cover page of this document. Requests for additional copies of this document, the related Letter of Transmittal or the Notice of Guaranteed Delivery may be directed to the Information Agent.
In connection with the Offer, we filed with the SEC an Issuer Tender Offer Statement on Schedule TO on November 23, 2020. The Schedule TO may be accessed electronically at the SEC’s website at http://www.sec.gov.
We are not making the Offer to, and will not accept any tendered shares from, shareholders in any jurisdiction or in any circumstances where it would be illegal to do so, provided that we will comply with the
 
i

TABLE OF CONTENTS
 
requirements of Rule 13e-4(f)(8) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). However, we may, at our discretion, take any actions necessary for us to make the Offer to shareholders in any such jurisdiction. In any jurisdiction where the securities or blue sky laws require the Offer to be made by a licensed broker or dealer, the Offer is being made on our behalf by one of more registered brokers or dealers, which are licensed under the laws of such jurisdiction.
Neither we, nor the Information Agent or Depositary have authorized any person to make any recommendation as to whether you should tender or refrain from tendering your shares or as to the price or prices at which you may choose to tender your shares in the Offer. You should rely only on the information contained in this document or to which we have referred you. Neither we, nor the Information Agent or Depositary have authorized anyone to provide you with information or to make any representation in connection with the Offer other than those contained in this Offer to Purchase and in the related Letter of Transmittal. If anyone makes any recommendation or gives any information or representation, you must not rely upon that recommendation, information or representation as having been authorized by us, the Information Agent or the Depositary.
 
ii

TABLE OF CONTENTS​
 
TABLE OF CONTENTS
​	SUMMARY TERM SHEET	​	​	​	​	1	​	​	
​	FORWARD-LOOKING STATEMENTS	​	​	​	​	8	​	​	
​	INTRODUCTION	​	​	​	​	10	​	​	
​	THE TENDER OFFER	​	​	​	​	12	​	​	
​	1.
Number of Shares; Proration
​	​	​	​	​	12	​	​	
​	2.
Purpose of the Tender Offer; Certain Effects of the Tender Offer; Other Plans
​	​	​	​	​	14	​	​	
​	3.
Procedures for Tendering Shares
​	​	​	​	​	16	​	​	
​	4.
Withdrawal Rights
​	​	​	​	​	20	​	​	
​	5.
Purchase of Shares and Payment of Purchase Price
​	​	​	​	​	21	​	​	
​	6.
Conditional Tender of Shares
​	​	​	​	​	22	​	​	
​	7.
Conditions of the Tender Offer
​	​	​	​	​	23	​	​	
​	8.
Price Range of Shares; Dividends
​	​	​	​	​	25	​	​	
​	9.
Source and Amount of Funds
​	​	​	​	​	26	​	​	
​	10.
Certain Information Concerning the Company
​	​	​	​	​	27	​	​	
​	11.
Interests of Directors and Executive Officers; Transactions and Arrangements Concerning    the Shares
​	​	​	​	​	28	​	​	
​	12.
Effects of the Tender Offer on the Market for Shares; Registration under the Exchange
   Act
​	​	​	​	​	32	​	​	
​	13.
Legal Matters; Regulatory Approvals
​	​	​	​	​	33	​	​	
​	14.
Material U.S. Federal Income Tax Consequences
​	​	​	​	​	33	​	​	
​	15.
Extension of the Tender Offer; Termination; Amendment
​	​	​	​	​	37	​	​	
​	16.
Fees and Expenses
​	​	​	​	​	38	​	​	
​	17.
Miscellaneous
​	​	​	​	​	38	​	​	
 
iii

TABLE OF CONTENTS​
 
SUMMARY TERM SHEET
We are providing this summary term sheet for your convenience. Altice USA, Inc., a Delaware corporation, is at times referred to as the “Company,” “we,” “our” or “us.” We refer to our Class A common stock, $0.01 par value per share as the “Class A shares” or “shares.” This summary term sheet highlights certain material information in the remainder of this Offer to Purchase, but you should realize that it does not describe all of the details of the tender offer to the same extent described in the remainder of this Offer to Purchase. We urge you to read the entire Offer to Purchase and the related Letter of Transmittal (together, the “Offer”) because they contain the full details of the Offer. We have included references to the sections of this document where you will find a more complete discussion.
Who is offering to purchase my shares?
The issuer of the shares, Altice USA, Inc., a Delaware corporation, is offering to purchase the shares. See Section 1.
What will the purchase price for the shares be and what will be the form of payment?
We are conducting the Offer through a procedure commonly called a modified “Dutch auction.” This procedure allows you to either elect to accept the price determined in the Offer or specify a price (in increments of $0.25) not greater than $36.00 per share nor less than $32.25 per share at which you are willing to sell your shares. We will designate a single per share price that we will pay for shares properly tendered and not properly withdrawn from the Offer, taking into account the total number of shares tendered and the prices specified by tendering shareholders. We will select the lowest purchase price, not greater than $36.00 per share nor less than $32.25 per share, that will allow us to purchase Class A shares having an aggregate purchase price of $2.5 billion, or a lower amount depending on the number of Class A shares properly tendered and not properly withdrawn (such purchase price, the “Final Purchase Price”). All Class A shares acquired in the Offer will be acquired at the Final Purchase Price, including those Class A shares tendered at a price lower than the Final Purchase Price.
Only shares validly tendered at prices at or below the Final Purchase Price, and not properly withdrawn, will be eligible for purchase in the Offer. All Class A shares acquired in the Offer will be acquired at the Final Purchase Price, including those Class A shares tendered at a price lower than the Final Purchase Price. However, due to the “odd lot” priority, proration and conditional tender offer provisions described in this Offer to Purchase, all of the shares tendered may not be purchased if the number of shares properly tendered at or below the Final Purchase Price and not properly withdrawn have an aggregate value in excess of $2.5 billion (based on the Final Purchase Price).
We will purchase only those shares properly tendered and not properly withdrawn upon the terms and conditions of the Offer. All shares accepted for payment will be paid promptly after the expiration of the tender offer period, to the seller in cash, less any applicable withholding taxes and without interest. See Sections 1 and 5.
Shares not purchased in the Offer will be returned at our expense promptly following the expiration of the Offer. See Section 3. We reserve the right, in our sole discretion, to change the per share purchase price options and to increase or decrease the aggregate value of shares sought in the Offer, subject to applicable law. See Section 1.
If you check the box in the section captioned “Shares Tendered At Price Determined Under the Offer” in the section of the Letter of Transmittal captioned “Price (In Dollars) Per Share At Which Shares Are Being Tendered,” you will maximize the chance that your shares will be purchased by us in the Offer. However, you should understand that this election may lower the Final Purchase Price paid for all purchased shares in the Offer and could result in your shares being purchased at the minimum price of $32.25 per share, a price that is below the closing market price for the shares on November 20, 2020, the last full trading day before announcement and commencement of the Offer, when the NYSE closing price was $32.27.
How many shares will the Company purchase in the Offer?
Subject to the conditions to the Offer being satisfied or waived, we will purchase the Class A shares having an aggregate purchase price of $2.5 billion in the Offer (based on the Final Purchase Price), or if a
 
1

TABLE OF CONTENTS
 
lesser number of shares are properly tendered, all shares that are properly tendered at or below the Final Purchase Price and not properly withdrawn.
At the maximum purchase price of $36.00 per share, we would purchase 69,444,444 shares if the Offer is fully subscribed, which would represent approximately 19.6% of the issued and outstanding shares as of November 19, 2020 (or approximately 12.8% of the total issued and outstanding common stock including both Class A and Class B common stock). At the minimum Final Purchase Price of $32.25 per share, we would purchase 77,519,379 shares if the Offer is fully subscribed, which would represent approximately 21.9% of the issued and outstanding shares as of November 19, 2020 (or approximately 14.3% of the total issued and outstanding common stock including both Class A and Class B common stock). See Sections 1 and 5.
If more than $2.5 billion of the Company’s shares are properly tendered at or below the Final Purchase Price, we will purchase all shares properly tendered on a pro rata basis, except for “odd lots” (lots held by owners of fewer than 100 shares), which we will purchase on a priority basis, and conditional tenders whose condition was not met, which we will not purchase (except as described in Section 6). In accordance with the rules of the SEC, we also expressly reserve the right to accept additional shares in the Offer, not to exceed 2% of our outstanding shares (approximately 7,095,274 shares, based on 354,763,742 Class A shares issued and outstanding as of November 19, 2020), without amending or extending the Offer, and we could decide to purchase more shares, subject to applicable legal requirements. See Sections 1 and 7.
The Offer is not conditioned upon any minimum number of shares being tendered. The Offer is, however, subject to a number of other terms and conditions, including the Lightpath Transaction Condition (as defined below and further described in this Offer to Purchase). See Section 7.
How will the Company pay for the shares?
The maximum aggregate purchase price for shares purchased in the Offer will be $2.5 billion. We expect that expenses for the Offer will be approximately $900,000.
We intend to pay for the purchase of the shares with cash on hand, cash from operations and, to the extent necessary, borrowings under our CSC Revolving Credit Facility (as defined below), as described in Section 9.
How long do I have to tender my shares; can the Offer be extended, amended or terminated?
You may tender your shares until the Offer expires.   The Offer will expire at one (1) minute after 11:59 p.m., New York City time, on Monday, December 21, 2020, unless we extend it (such date and time, as they may be extended, the “Expiration Time”). See Section 1. If a broker, dealer, commercial bank, trust company or other nominee holds your shares, it is likely they have an earlier deadline for administrative reasons for you to act to instruct them to accept the Offer on your behalf. We urge you to contact the broker, dealer, commercial bank, trust company or other nominee to find out their deadline. See Section 3.
We may choose to extend the Offer at any time and for any reason, subject to applicable laws. See Section 15. We cannot assure you that we will extend the Offer or indicate the length of any extension that we may provide. If we extend the Offer, we will delay the acceptance of any shares that have been tendered. We can also amend the Offer in our sole discretion or terminate the Offer under certain circumstances. See Sections 7 and 15.
How will I be notified if the Company extends the Offer or amends the terms of the Offer?
If we extend the Offer, we will issue a press release announcing the extension and the new Expiration Time by 9:00 a.m., New York City time, on the business day after the previously scheduled Expiration Time (as defined herein). We will announce any amendment to the Offer by making a public announcement of the amendment. See Section 15.
What is the purpose of the Offer?
On November 20, 2020, the Altice USA Board of Directors increased the capacity under the Company’s existing share repurchase plan to $7.0 billion in the aggregate of Class A shares. As of November 23, 2020,
 
2

TABLE OF CONTENTS
 
our capacity under our share repurchase program was approximately $4.3 billion. The repurchase of up to $2.5 billion of our Class A shares in this Offer will constitute a portion of this repurchase program.
Our Board of Directors believes that the repurchase of shares pursuant to the Offer is consistent with our long-term value creation strategy. We are focused on delivering long-term value creation for shareholders through organic growth, disciplined and opportunistic mergers, acquisitions and dispositions in combination with a levered-equity capital structure. A core part of this levered-equity approach is returning capital to shareholders through share repurchases. The Offer represents an opportunity for us to return capital to our shareholders who elect to tender their shares, subject to the terms and conditions of the Offer. Additionally, shareholders who do not participate in the Offer will automatically increase their relative percentage interest in us.
What are the significant conditions to the Offer?
Our obligation to accept and pay for tendered shares depends upon a number of conditions that must be satisfied or waived at or prior to the Expiration Time, including, but not limited to:
•
The closing of the Lightpath Transaction (as defined below) shall have occurred (the “Lightpath Transaction Condition”). See Section 7.
​
•
No general suspension of, or trading in, securities on any national securities exchange in the United States or in the over-the-counter market or the declaration of a banking moratorium or any suspension of payment in respect of banks in the United States shall have occurred.
​
•
No significant changes in the general political, market, economic or financial conditions in the United States or abroad that are reasonably likely to adversely affect our business or the trading in the shares shall have occurred.
​
•
No legal action shall have been taken, and we shall not have received notice of any legal action, that could reasonably be expected to prohibit, restrict or delay consummation of the Offer.
​
•
No material adverse change in the business, properties, assets, liabilities, capitalization, shareholders’ equity, condition (financial or other), operations, licenses, or results of operations shall have occurred.
​
•
Our determination that the consummation of the Offer and the purchase of shares pursuant to the Offer will not cause our Class A shares (1) to be delisted from the NYSE or to be eligible for deregistration under the Exchange Act, or (2) to be held of record by less than 300 persons.
​
•
No decrease of more than 10% in the market price for the shares, the Dow Jones Industrial Average, the NYSE Composite Index or the S&P 500 Composite Index, since November 23, 2020, shall have occurred.
​
•
No person (including a group) shall have acquired or proposed to acquire beneficial ownership of more than 5% of the outstanding shares (other than anyone who publicly disclosed such ownership in a filing with the SEC before November 20, 2020), and no person or group which has made such a filing before November 20, 2020 shall acquire or publicly announce its proposal to acquire an additional 1% or more of our outstanding Shares. In addition, no new group shall have been formed that beneficially owns (as a group) more than 5% of our outstanding shares.
​
•
No tender or exchange offer for any or all of our outstanding shares (other than this Offer), or any merger, acquisition, business combination or other similar transaction with or involving us or any of our subsidiaries has been proposed, announced or made by any person or entity or has been publicly disclosed.
​
The Offer is subject to the Lightpath Transaction Condition in addition to certain other conditions to the Offer. See Section 7. This means that if we are not able to satisfy the Lightpath Transaction Condition and we do not elect to waive this condition, we will not be required to close the Offer. There can be no assurances that the sale of 49.99% of our Lightpath fiber enterprise business (the “Lightpath Transaction”) will be consummated. If the Lightpath Transaction Condition has not been satisfied or waived by at least five (5) business days prior to the Expiration Time, we will amend the Schedule TO to disclose any material
 
3

TABLE OF CONTENTS
 
change in our plans with respect to the Offer and will provide for any extensions to the Offer that may be necessary. If the Lightpath Transaction Condition is satisfied or waived, we will promptly disclose this information in a manner reasonably designed to inform shareholders and extend the Offer to the extent required by Rule 13e-4 under the Exchange Act. The closing date of the Lightpath Transaction will be determined by mutual agreement of the Company and Morgan Stanley Infrastructure Partners (“MSIP”) after the New York State Public Service Commission issues a decision approving the Lightpath Transaction (or is deemed to have done so), under the applicable regulation. Except for the New York State Public Service Commission approval, the Lightpath Transaction is not subject to any other conditions, but for those conditions that, by their terms, are to be satisfied (or waived) at the closing of the Lightpath Transaction.
The New York State Public Service Commission issued its decision approving the Lightpath Transaction on November 19, 2020. We currently anticipate that the closing of the Lightpath Transaction will occur on or prior to the Expiration Time.
The Offer is subject to a number of other conditions described in greater detail in Section 7.
How will the Offer affect the number of shares outstanding and the number of record holders?
As of November 19, 2020, there were 354,763,742 Class A shares issued and outstanding. At the maximum Final Purchase Price of $36.00 per share, the Company would purchase 69,444,444 shares if the Offer is fully subscribed, which would represent approximately 19.6% of the issued and outstanding shares as of November 19, 2020 (or approximately 12.8% of the total issued and outstanding common stock including both Class A and Class B common stock). At the minimum Final Purchase Price of $32.25 share, the Company would purchase 77,519,379 shares if the Offer is fully subscribed, which would represent approximately 21.9% of the issued and outstanding shares as of November 19, 2020 (or approximately 14.3% of the total issued and outstanding common stock including both Class A and Class B common stock). See Section 12.
If any of our shareholders:
•
who hold shares in their own name as holders of record; or
​
•
who are “registered holders” as participants in the DTC’s system whose names appear on a security position listing,
​
tender their shares in full and that tender is accepted in full, then the number of our record holders would be reduced.
Shareholders who do not have their shares purchased in the Offer will realize an increase in their relative ownership interest in the Company following the purchase of shares pursuant to the Offer if we purchase shares in the Offer.
Following the Offer, will the Company continue as a public company?
Yes. The completion of the Offer in accordance with its terms and conditions will not cause the Company to be delisted from the NYSE or to stop being subject to the periodic reporting requirements of the Exchange Act. It is a condition of our obligation to purchase shares pursuant to the Offer that such purchase will not cause the shares either (1) to be held of record by less than 300 persons; or (2) to not continue to be eligible to be listed on the NYSE or to not continue to be eligible for registration under the Exchange Act. See Section 7.
How do I tender my shares?
If you want to tender all or part of your shares, you must do one of the following before one (1) minute after 11:59 p.m., New York City time, on Monday, December 21, 2020, or any later time and date to which the Offer may be extended:
•
If your shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you must contact the nominee and request that the nominee tender your shares for you.
​
 
4

TABLE OF CONTENTS
 
•
If you hold certificates in your own name, you must complete and sign a Letter of Transmittal according to its instructions, and deliver it, or a facsimile thereof, together with any required signature guarantees, the certificates for your shares and any other documents required by the Letter of Transmittal, to American Stock Transfer & Trust Company, LLC, the Depositary for the Offer.
​
•
If you are an institution participating in the book-entry transfer facility (as defined herein), you must tender your shares according to the procedure for book-entry transfer described in Section 3.
​
•
If you are unable to deliver the certificates for the shares or the other required documents to the Depositary or you cannot comply with the procedure for book-entry transfer within the required time, you must comply with the guaranteed delivery procedure outlined in Section 3.
​
You may contact the Information Agent or your broker for assistance. The contact information for the Information Agent appears on the back cover of this Offer to Purchase. See Section 3 and the Instructions to the Letter of Transmittal.
What happens if the shares tendered have an aggregate value of greater than $2.5 billion?
If the conditions of the Offer have been satisfied or waived and shares having an aggregate value (based on the Final Purchase Price) in excess of $2.5 billion (or such greater amount as we may elect to purchase, subject to applicable law) have been properly tendered at or below the Final Purchase Price and not properly withdrawn at or prior to the Expiration Time, we will purchase shares:
•
first, from all holders of “odd lots” of fewer than 100 shares who properly tender all of their shares at or below the Final Purchase Price and do not properly withdraw them before the Expiration Time;
​
•
second, from all other shareholders who properly tender shares at or below the Final Purchase Price, on a pro rata basis (except for shareholders who tendered shares conditionally for which the condition was not satisfied); and
​
•
third, only if necessary to permit us to purchase shares having an aggregate purchase price of $2.5 billion (or such greater amount as we may elect, subject to applicable law), from holders who have tendered shares conditionally at or below the Final Purchase Price (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, shareholders whose shares are conditionally tendered must have tendered all of their shares.
​
Because of the “odd lot” priority, proration and conditional tender provisions described above, we may not purchase all of the shares that you tender. See Section 1.
If I own fewer than 100 shares and I tender all of my shares, will I be subject to proration?
If you own, beneficially or of record, fewer than 100 shares in the aggregate, you properly tender all of those shares at or below the Final Purchase Price before the Offer expires and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, we will purchase all of your shares without subjecting them to the proration procedure. See Section 1.
May I tender only a portion of the shares that I hold?
Yes. You do not have to tender all of the shares you own to participate in the Offer. However, if you wish to (x) receive the proration preference available for holders owning fewer than 100 shares in the aggregate or (y) tender your shares conditionally, then, in each case, you must have properly tendered and not properly withdrawn all of your shares.
Once I have tendered shares in the Offer, can I withdraw my tender?
Yes. You may withdraw any shares you have tendered at any time before one (1) minute after 11:59 p.m., New York City time, on Monday, December 21, 2020, unless we extend the Offer, in which case you can withdraw your shares until the expiration of the Offer as extended. If we have not accepted for payment the shares you have tendered to us, you may also withdraw your shares at any time after one (1) minute after 11:59 p.m., New York City time, on January 21, 2021. See Section 4.
 
5

TABLE OF CONTENTS
 
How do I withdraw shares I previously tendered?
To withdraw shares, you must deliver a written notice of withdrawal with the required information to the Depositary during the time period in which you still have the right to withdraw the shares. Your notice of withdrawal must specify your name, the number of shares to be withdrawn and the name of the registered holder of these shares. If you have used more than one Letter of Transmittal or have otherwise tendered shares in more than one group of shares, you may withdraw shares using either separate notices of withdrawal or a combined notice of withdrawal, so long as the required information is included. Some additional requirements apply if the share certificates to be withdrawn have been delivered to the Depositary or if your shares have been tendered under the procedure for book-entry transfer set forth in Section 3. See Section 4. If you have tendered your shares by giving instructions to a broker, dealer, commercial bank, trust company or other nominee, you must instruct that person to arrange for the withdrawal of your shares.
Has the Company or its Board of Directors or Next Alt adopted a position on the Offer?
Our Board of Directors has approved the Offer. However, neither we nor our Board of Directors, the Information Agent or the Depositary makes any recommendation to you as to whether you should tender or refrain from tendering your shares or as to the purchase price or the purchase prices at which you may choose to tender your shares. You must make your own decision as to whether to tender your shares and, if so, how many shares to tender and at what price or prices to tender. In so doing, you should read carefully the information in this Offer to Purchase and in the related Letter of Transmittal, including our reasons for making the Offer. See Sections 2 and 11. You should discuss whether to tender your shares with your broker or other financial or tax advisors. Next Alt has informed us that it will not participate in the Offer.
Will the Company’s directors and executive officers tender shares in the Offer?
Our directors and executive officers may elect to tender their shares in the Offer or sell their shares in open market transactions. The number of Class A shares, if any, to be sold or tendered by each of our directors and executive officers will be determined by the individual in his or her sole discretion. Directors and executive officers of the Company who choose to tender shares in the Offer will be treated by the Company in the same manner as all other tendering stockholders. Additionally, our directors and executive officers may, in compliance with applicable law, sell their shares in open market transactions at prices that may or may not be more favorable than the applicable Final Purchase Price. See Section 11.
If I decide not to tender, how will the Offer affect my shares?
Shareholders who choose not to tender their shares will own a greater percentage interest in our outstanding Class A shares following the consummation of the Offer. See Section 2.
What is the recent market price of my shares?
On November 20, 2020, the last full trading day before announcement and commencement of the Offer, the NYSE closing price per share of our Class A shares was $32.27. You are urged to obtain current market quotations for the shares before deciding whether to tender your shares. See Section 8.
When will the Company pay for the shares I tender?
We will pay the purchase price, less any applicable withholding taxes and without interest, for the shares we purchase promptly after the expiration of the Offer and the acceptance of the shares for payment. The preliminary results of any proration will be announced by press release promptly after the expiration of the Offer. We will announce the final proration factor following the settlement of tenders by notice of guaranteed delivery and will commence payment for any shares purchased pursuant to the tender offer promptly after the expiration of the Offer and guaranteed delivery period. We do not expect, however, to announce the Final Purchase Price or the final results of any proration and to begin paying for tendered shares until at least three (3) business days after the Expiration Time. See Section 5.
As noted above, we intend to pay for the purchase of the shares with cash on hand, cash from operations and to the extent necessary, borrowings under our CSC Revolving Credit Facility.
 
6

TABLE OF CONTENTS
 
Will I have to pay brokerage commissions if I tender my shares?
If you are the record owner of your shares and you tender your shares directly to the Depositary, you will not have to pay brokerage fees or similar expenses. If you own your shares through a broker, dealer, commercial bank, trust company or other nominee and that person tenders your shares on your behalf, that person may charge you a fee for doing so. You should consult with your broker, dealer, commercial bank, trust company or other nominee to determine whether any charges will apply. See Section 3.
Does the Company intend to repurchase any shares other than pursuant to the Offer during or after the Offer?
Rule 13e-4 and Rule 14e-5 of the Exchange Act generally prohibit us and our affiliates from purchasing any shares, other than pursuant to the Offer, during the Offer and for the period ending ten (10) business days after the expiration of the Offer.
Commencing at least ten (10) business days following the expiration or termination of the Offer, we may purchase additional shares in the open market subject to market conditions and may also purchase shares in private transactions, exchange offers, tender offers or otherwise. Whether we make additional these purchases will depend on many factors, including, without limitation, the number of shares, if any, that we purchase in the Offer, our business and financial performance and situation, the business and market conditions at the time, including the price of the shares, and such other factors as we may consider relevant. Any of these purchases may be on the same terms as, or on terms more or less favorable to shareholders than, the terms of the Offer.
What are the U.S. federal income tax consequences if I tender my shares?
The receipt of cash for your tendered shares generally will be treated for U.S. federal income tax purposes either as (1) a sale or exchange or (2) a distribution in respect of shares from the Company. For a more detailed discussion of the U.S. federal income tax consequences of participating in the Offer see Section 14.
If you are a Non-U.S. Holder (as defined in Section 14), if the receipt of cash by you is treated as consideration received in a sale or exchange, and such consideration is not effectively connected with your conduct of a trade or business in the United States, you generally will not be subject to U.S. federal income taxation on the receipt of such cash subject to certain exceptions. However, if the receipt of cash is treated as a distribution with respect to your shares, you may be subject to U.S. federal withholding tax on the portion of such distribution treated as a “dividend” for U.S. federal income tax purposes at a rate of 30% (or such lower rate as may be specified pursuant to an applicable income tax treaty). The treatment of the receipt of cash depends upon facts that are unique to each shareholder. See Section 14. Thus, as a Non-U.S. Holder you should expect that the Depositary or other applicable withholding agent generally will withhold U.S. federal withholding tax at a rate of 30% from any payments made to you pursuant to the Offer unless such withholding agent receives documentation pursuant to which it may determine that a reduced rate of, or exemption from, such withholding applies. See Sections 3 and 14. If such tax has been withheld, but the receipt of cash for your tendered shares is in fact properly treated as consideration received in a sale or exchange, then you may apply for a refund of such withheld amount. See Section 14 for additional information.
We recommend that you consult with your tax advisor with respect to your particular situation.
Will I have to pay stock transfer tax if I tender my shares?
We will pay all stock transfer taxes unless payment is made to, or if shares not tendered or accepted for payment are to be registered in the name of, someone other than the registered holder, or tendered certificates are registered in the name of someone other than the person signing the Letter of Transmittal. See Section 5.
Who can I talk to if I have questions?
If you have any questions regarding the Offer, please contact D.F. King & Co., Inc., the Information Agent. Contact information for the Information Agent is set forth on the back cover of this Offer to Purchase.
 
7

TABLE OF CONTENTS​
 
FORWARD-LOOKING STATEMENTS
In this Offer to Purchase there are statements concerning our future operating results and future financial performance. Words such as “expects”, “anticipates”, “believes”, “estimates”, “may”, “will”, “should”, “could”, “potential”, “continue”, “intends”, “plans” and similar words and terms used in the discussion of future operating results, future financial performance and future events identify forward-looking statements. Investors are cautioned that such forward-looking statements are not guarantees of future performance, results or events and involve risks and uncertainties and that actual results or developments may differ materially from the forward-looking statements as a result of various factors.
We operate in a highly competitive, consumer and technology driven and rapidly changing business that is affected by government regulation and economic, strategic, technological, political and social conditions. Various factors could adversely affect our operations, business or financial results in the future and cause our actual results to differ materially from those contained in the forward-looking statements. In addition, important factors that could cause our actual results to differ materially from those in our forward-looking statements include:
•
competition for broadband, video and telephony customers from existing competitors (such as broadband communications companies, direct broadcast satellite providers and Internet-based providers) and new competitors entering our footprint;
​
•
changes in consumer preferences, laws and regulations or technology that may cause us to change our operational strategies;
​
•
increased difficulty negotiating programming agreements on favorable terms, if at all, resulting in increased costs to us and/or the loss of popular programming;
​
•
increasing programming costs and delivery expenses related to our products and services;
​
•
our ability to achieve anticipated customer and revenue growth, to successfully introduce new products and services and to implement our growth strategy;
​
•
our ability to complete our capital investment plans on time and on budget, including our plan to build a fiber-to-the-home network, and deploy Altice One, our home communications hub;
​
•
our ability to develop mobile voice and data services and our ability to attract customers to these services;
​
•
the effects of economic conditions or other factors which may negatively affect our customers’ demand for our current and future products and services;
​
•
the effects of industry conditions;
​
•
demand for digital and linear advertising products and services;
​
•
our substantial indebtedness and debt service obligations;
​
•
adverse changes in the credit market;
​
•
changes as a result of any tax reforms that may affect our business;
​
•
financial community and rating agency perceptions of our business, operations, financial condition and the industries in which we operate;
​
•
the restrictions contained in our financing agreements;
​
•
our ability to generate sufficient cash flow to meet our debt service obligations;
​
•
fluctuations in interest rates which may cause our interest expense to vary from quarter to quarter;
​
•
technical failures, equipment defects, physical or electronic break-ins to our services, computer viruses and similar problems;
​
•
the disruption or failure of our network, information systems or technologies as a result of computer hacking, computer viruses, “cyber-attacks,” misappropriation of data, outages, natural disasters, and other material events;
​
 
8

TABLE OF CONTENTS
 
•
the impact from the coronavirus pandemic;
​
•
our ability to obtain necessary hardware, software, communications equipment and services and other items from our vendors at reasonable costs;
​
•
our ability to effectively integrate acquisitions and to maximize expected operating efficiencies from our acquisitions or as a result of the transactions, if any;
​
•
significant unanticipated increases in the use of bandwidth-intensive Internet-based services;
​
•
the outcome of litigation, government investigations and other proceedings;
​
•
our ability to successfully operate our business following the completion of our separation from Altice Europe; and
​
•
other risks and uncertainties inherent in our cable and other broadband communications businesses and our other businesses, including those listed under the caption “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Altice USA’s Annual Report on Form 10-K filed with the SEC on February 14, 2020 and under “Item 1.A. Risk Factors” in Altice USA’s Quarterly Reports on Form 10-Q, filed with the SEC on May 1, 2020, July 31, 2020 and October 30, 2020, each of which is incorporated herein by reference.
​
These factors are not necessarily all of the important factors that could cause our actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors could cause our actual results to differ materially from those expressed in any of our forward-looking statements.
Given these uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements are made only as of the date of this Offer to Purchase. Except to the extent required by law, we do not undertake, and specifically decline any obligation, to update any forward-looking statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
You should read this Offer to Purchase with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect. We qualify all forward-looking statements by these cautionary statements.
Certain numerical figures included in this Offer to Purchase have been subject to rounding adjustments. Accordingly, such numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.
 
9

TABLE OF CONTENTS​
 
INTRODUCTION
To the Holders of Our Class A Shares:
We invite our shareholders to tender our Class A shares, $0.01 par value per share (the “Class A shares” or “shares”) for purchase by us. Upon the terms and subject to the conditions of this Offer to Purchase and the related Letter of Transmittal (which together, as they may be amended and supplemented from time to time, constitute the “Offer”), we are offering to purchase up to $2.5 billion of our Class A shares at a price not greater than $36.00 per share nor less than $32.25 per share, to the seller in cash, less any applicable withholding taxes and without interest.
The Offer will expire at one (1) minute after 11:59 p.m., New York City time, on Monday, December 21, 2020, unless extended (such date and time, as they may be extended, the “Expiration Time”).
Tendering shareholders may specify a price not greater than $36.00 per share nor less than $32.25 per share (in increments of $0.25) at which they are willing to sell their shares pursuant to the Offer. On the terms and subject to the conditions of the Offer, we will designate a single per share price that we will pay for shares properly tendered and not properly withdrawn from the Offer, taking into account the total number of shares tendered and the prices specified by tendering shareholders. We will select the lowest purchase price, not greater than $36.00 per share nor less than $32.25 per share, that will allow us to purchase Class A shares having an aggregate purchase price of $2.5 billion, or a lower amount depending on the number of Class A shares properly tendered and not properly withdrawn (such purchase price, the “Final Purchase Price”). Only shares validly tendered at prices at or below the Final Purchase Price, and not properly withdrawn, will be eligible for purchase in the Offer. All Class A shares acquired in the Offer will be acquired at the Final Purchase Price, including those Class A shares tendered at a price lower than the Final Purchase Price. However, due to the “odd lot” priority, proration and conditional tender offer provisions described in this Offer to Purchase, all of the shares tendered may not be purchased if the number of shares properly tendered at or below the Final Purchase Price and not properly withdrawn have an aggregate value in excess of $2.5 billion (based on the Final Purchase Price).
We will purchase only those shares properly tendered and not properly withdrawn upon the terms and conditions of the Offer. All shares accepted for payment will be paid promptly after the Expiration Time, to the seller in cash, less any applicable withholding taxes and without interest. At the maximum Final Purchase Price of $36.00 per share, we would purchase 69,444,444 shares if the Offer is fully subscribed, which would represent approximately 19.6% of the issued and outstanding shares of Class A common stock as of November 19, 2020 (or approximately 12.8% of the total issued and outstanding common stock including both Class A and Class B common stock). At the minimum Final Purchase Price of $32.25 per share, we would purchase 77,519,379 shares if the Offer is fully subscribed, which would represent approximately 21.9% of the issued and outstanding shares of Class A common stock as of November 19, 2020 (or approximately 14.3% of the total issued and outstanding common stock including both Class A and Class B common stock).
Shares not purchased in the Offer will be returned at our expense promptly following the expiration of the Offer. See Section 3. We reserve the right, in our sole discretion, to change the per share purchase price and to increase or decrease the aggregate value of shares sought in the Offer, subject to applicable law. See Section 1.
In accordance with the rules of the SEC, we may purchase in the Offer up to an additional 2% of our outstanding shares without amending or extending the Offer. See Sections 1 and 15.
We expressly reserve the right, in our sole discretion, to change the per share purchase price options, to increase or decrease the aggregate value of shares sought in the Offer or to otherwise amend the Offer, subject to applicable legal requirements. See Sections 1 and 15.
Tendering shareholders whose shares are registered in their own names and who tender directly to American Stock Transfer & Trust Company, LLC, the Depositary for the Offer, will not be obligated to pay brokerage fees or commissions or, except as set forth in Instruction 7 to the Letter of Transmittal, stock transfer taxes on the purchase of shares by us under the Offer. If you own your shares through a broker, dealer, commercial bank, trust company or other nominee and that person tenders your shares on your behalf,
 
10

TABLE OF CONTENTS
 
that person may charge you a fee for doing so. You should consult your broker, dealer, commercial bank, trust company or other nominee to determine whether any charges will apply.
The Offer is not conditioned upon any minimum number of shares being tendered. The Offer is, however, subject to a number of other terms and conditions, including the Lightpath Transaction Condition (as further described in this Offer to Purchase). See Section 7.
Our Board of Directors has approved the Offer. However, neither we nor our Board of Directors, the Information Agent or the Depositary is making any recommendation as to whether you should tender or refrain from tendering your shares or as to the price or prices at which you may choose to tender your shares. Neither we, nor the Information Agent or Depositary have authorized any person to make any recommendation. You must decide whether to tender your shares and, if so, how many shares to tender and at what price or prices to tender. In so doing, you should read and evaluate carefully the information in this Offer to Purchase and in the related Letter of Transmittal and you should discuss whether to tender your shares with your broker or other financial or tax advisor. Next Alt has informed us that it will not participate in the Offer. See Section 2.
Section 14 of this Offer to Purchase describes material U.S. federal income tax consequences of a sale of shares under the Offer.
As of November 19, 2020, there were 354,763,742 Class A shares issued and outstanding. The shares are listed and traded on the NYSE under the symbol “ATUS.” On November 20, 2020, the last full trading day before announcement and commencement of the Offer, the NYSE closing price per share of our Class A shares was $32.27. Shareholders are urged to obtain current market quotations for the shares before deciding whether to tender their shares. See Section 8.
 
11

TABLE OF CONTENTS​​
 
THE TENDER OFFER
1.
Number of Shares; Proration
​
General.   Upon the terms and subject to the conditions of the Offer, we will purchase our Class A shares having an aggregate purchase price of $2.5 billion or such lesser amount of shares as are properly tendered and not properly withdrawn in accordance with Section 4 at or prior to the Expiration Time, at a cash price not greater than $36.00 per share nor less than $32.25 per share to the seller in cash, less any applicable withholding taxes and without interest (such purchase price, the “Final Purchase Price”). If, based on the Final Purchase Price, all shares properly tendered at or below the Final Purchase Price and not properly withdrawn have an aggregate value of less than $2.5 billion, we will buy all such shares.
The term “Expiration Time” means one (1) minute after 11:59 p.m., New York City time, on Monday, December 21, 2020, unless we, in our sole discretion, shall have extended the period of time during which the Offer will remain open, in which event the term “Expiration Time” shall refer to the latest time and date at which the Offer, as so extended by us, shall expire. See Section 15 for a description of our right to extend, delay, terminate or amend the Offer. In accordance with the rules of the SEC, we may purchase in the Offer up to an additional 2% of our outstanding shares (approximately 7,096,274 shares, based on 354,763,742 Class A shares issued and outstanding as of November 19, 2020) without amending or extending the Offer. See Section 15.
In accordance with Instruction 5 of the Letter of Transmittal, shareholders desiring to tender shares must either elect to accept the price determined in the Offer or specify a price not greater than $36.00 per share nor less than $32.25 per share (in increments of $0.25) at which they are willing to sell their shares to us under the Offer. Promptly following the Expiration Time, we will determine the Final Purchase Price that we will pay for shares properly tendered and not properly withdrawn from the Offer, taking into account the number of shares tendered and the prices specified by tendering shareholders. If you agree to accept the purchase price determined in the Offer, your shares will be deemed to be tendered at the minimum price of $32.25 per share, a price that is below the closing market price for the shares on November 20, 2020, the last full trading day before announcement and commencement of the Offer, when the NYSE closing price was $32.27.
We will designate a single per share price that we will pay for shares properly tendered and not properly withdrawn from the Offer, taking into account the total number of shares tendered and the prices specified by tendering shareholders. We will select the lowest purchase price, not greater than $36.00 per share nor less than $32.25 per share, that will allow us to purchase Class A shares having an aggregate purchase price of $2.5 billion, or a lower amount depending on the number of Class A shares properly tendered and not properly withdrawn. All Class A shares acquired in the Offer will be acquired at the Final Purchase Price, including those Class A shares tendered at a price lower than the Final Purchase Price. All shares we purchase will be purchased at the Final Purchase Price, even if such shares were tendered at a lower purchase price; however, we will not purchase any shares tendered at a price above the Final Purchase Price.
We will announce the Final Purchase Price by press release as promptly as practicable after such determination has been made. We do not expect, however, to announce the Final Purchase Price or the final results of any proration and to begin paying for tendered shares until at least three (3) business days after the Expiration Time. We will only purchase shares properly tendered and not properly withdrawn. We may not purchase all of the shares tendered at or below the Final Purchase Price if, based on the Final Purchase Price, shares representing an aggregate purchase price of more than $2.5 billion (or such greater amount as we may choose to purchase subject to applicable law) are properly tendered at or below the Final Purchase Price and not properly withdrawn, because of the odd lot priority, proration and conditional tender provisions of the Offer. We will return all shares tendered and not purchased pursuant to the Offer, including shares tendered at prices in excess of the Final Purchase Price and shares not purchased because of proration or conditional tenders, to the tendering shareholders at our expense, promptly following the Expiration Time.
By following the Instructions to the Letter of Transmittal, shareholders can specify different minimum prices for specified portions of their shares, but a separate Letter of Transmittal must be submitted for shares tendered at each price. Shareholders can also specify the order in which the specified portions will be
 
12

TABLE OF CONTENTS
 
purchased in the event that, as a result of proration or otherwise, some but not all of the tendered shares are purchased pursuant to the Offer. In the event a shareholder does not designate such order and fewer than all shares are purchased due to proration, the Depositary will select the order of shares purchased.
We expressly reserve the right, in our sole discretion, to change the per share purchase price options and to increase or decrease the value of shares sought in the Offer. We may increase the value of shares sought in the Offer to an amount greater than $2.5 billion, subject to applicable law. In accordance with the rules of the SEC, we may increase the number of shares accepted for payment in the Offer by no more than 2% of the outstanding shares without amending or extending the Offer. In the event that we decide to purchase an additional number of shares in excess of 2% of the outstanding shares, we will amend and extend the Offer in compliance with applicable law. See Section 15.
If more than $2.5 billion of shares (or such greater value of shares as we may elect to purchase, subject to applicable law) are properly tendered at or below the Final Purchase Price and not properly withdrawn, shares tendered at or below the Final Purchase Price at or prior to the Expiration Time will be subject to proration as described below, except for “odd lots” and shares conditionally tendered for which the tender condition was not initially satisfied.
If the number of shares properly tendered at or below the Final Purchase Price, and not properly withdrawn at or prior to the Expiration Time, have an aggregate value (based on the Final Purchase Price) of less than or equal to $2.5 billion, or such greater amount as we may elect to purchase, subject to applicable law, we will, upon the terms and subject to the conditions of the Offer, purchase all shares so tendered at or below the Final Purchase Price.
If we:
•
change either of the per share price options or add additional purchase price options;
​
•
increase the aggregate value of shares being sought in the Offer (and thereby increase the number of shares purchasable in the Offer) and such increase in the number of shares purchasable in the Offer exceeds 2% of our outstanding shares (approximately 7,095,274 shares, based on 354,763,742 Class A shares issued and outstanding as of November 19, 2020); or
​
•
decrease the aggregate value of shares being sought in the Offer (and thereby decrease the number of shares purchasable in the Offer); and
​
the Offer is scheduled to expire at any time earlier than the expiration of a period ending at one (1) minute after 11:59 p.m., New York City time, on the tenth (10th) business day (as defined below) from, and including, the date on which notice of any such change is first published, sent or given in the manner specified in Section 15, then the Offer will be extended until the expiration of such period of ten (10) business days. For the purposes of the Offer, a “business day” means any day other than a Saturday, Sunday or United States federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time.
The Offer is not conditioned upon any minimum number of shares being tendered. The Offer is, however, subject to a number of other terms and conditions, including the Lightpath Transaction Condition (as further described in this Offer to Purchase). See Section 7.
Priority of Purchases.   Upon the terms and subject to the conditions of the Offer, if the number of shares properly tendered at or below the Final Purchase Price and not properly withdrawn at or prior to the Expiration Time have an aggregate value (based on the Final Purchase Price) greater than $2.5 billion (or such greater amount as we may elect to purchase subject to applicable law), we will purchase properly tendered shares on the basis set forth below:
•
First, upon the terms and subject to the conditions of the Offer, we will purchase all shares tendered at or below the Final Purchase Price by any Odd Lot Holder (as defined below) who:
​
•
tenders all shares owned, beneficially or of record, by the Odd Lot Holder (tenders of fewer than all of the shares owned by the Odd Lot Holder will not qualify for this preference); and
​
•
completes the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery.
​
 
13

TABLE OF CONTENTS​
 
•
Second, subject to the conditional tender provisions described in Section 6, we will purchase all other shares tendered at or below the Final Purchase Price (except shares tendered conditionally for which the condition was not satisfied) on a pro rata basis with appropriate adjustments to avoid purchases of fractional shares, as described below, until we have acquired $2.5 billion of shares.
​
•
Third, only if necessary to permit us to purchase shares having an aggregate purchase price of $2.5 billion (or such greater amount as we may elect to purchase subject to applicable law), shares conditionally tendered at or below the Final Purchase Price (for which the condition was not initially satisfied) and not properly withdrawn will, to the extent feasible, be selected for purchase by random lot. To be eligible for purchase by random lot, shareholders whose shares are conditionally tendered must have tendered all of their shares.
​
As a result of the foregoing priorities applicable to the purchase of shares tendered, it is possible that all of the shares that a shareholder tenders in the Offer may not be purchased. In addition, if a tender is conditioned upon the purchase of a specified number of shares, it is possible that none of those shares will be purchased.
Odd Lots.   The term “odd lots” means all shares properly tendered at or prior to the Expiration Time and not properly withdrawn by any person (an “Odd Lot Holder”) who owned, beneficially or of record, a total of fewer than 100 shares and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for this preference, an Odd Lot Holder must tender all shares owned by the Odd Lot Holder in accordance with the procedures described in Section 3. Odd lots will be accepted for payment before any proration of the purchase of other tendered shares. This preference is not available to partial tenders or to beneficial or record holders of an aggregate of 100 or more shares, even if these holders have separate accounts or certificates representing fewer than 100 shares. By tendering in the Offer, an Odd Lot Holder who holds shares in its name and tenders its shares directly to the Depositary would not only avoid the payment of brokerage commissions, but also would avoid any applicable odd lot discounts in a sale of the holder’s shares. Any Odd Lot Holder wishing to tender all of the shareholder’s shares pursuant to the Offer should complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery.
Proration.   If proration of tendered shares is required, we will determine the proration factor promptly after the expiration of the Offer. Subject to adjustment to avoid the purchase of fractional shares and subject to the provisions governing conditional tenders described in Section 6, proration for each shareholder tendering shares, other than Odd Lot Holders and shares conditionally tendered, will be based on the ratio of the number of shares properly tendered at or below the Final Purchase Price and not properly withdrawn by the shareholder to the total number of shares properly tendered at or below the Final Purchase Price and not properly withdrawn by all shareholders, other than Odd Lot Holders. The preliminary results of any proration will be announced by press release promptly after the expiration of the Offer. We will announce the final proration factor following the settlement of tenders by notice of guaranteed delivery and will commence payment for any shares purchased pursuant to the tender offer promptly after the expiration of the Offer. After the Expiration Time, shareholders may obtain preliminary proration information from the Information Agent and also may be able to obtain the information from their brokers. We do not expect, however, to announce the Final Purchase Price or the final results of any proration and to begin paying for tendered shares until at least three (3) business days after the Expiration Time.
As described in Section 14, the number of shares that we will purchase from a shareholder under the Offer may affect the U.S. federal income tax consequences to that shareholder and, therefore, may be relevant to a shareholder’s decision whether or not to tender shares.
This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of shares and will be furnished to brokers, dealers, commercial banks and trust companies whose names, or the names of whose nominees, appear on our shareholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of shares.
2.
Purpose of the Tender Offer; Certain Effects of the Tender Offer; Other Plans
​
Purpose of the Tender Offer.   We anticipate that we will pay for the shares tendered in the Offer and all expenses applicable to the Offer from cash on hand, cash from operations and, to the extent necessary,
 
14

TABLE OF CONTENTS
 
borrowings under our CSC Revolving Credit Facility, as described in Section 9. Our Board of Directors, after evaluating various alternatives and expected capital requirements of our operations and other expected cash commitments, believes that purchasing our Class A shares in the Offer represents a prudent use of the funds required for the Offer.
We believe that our current financial resources, including debt capacity, will allow us to fund capital requirements for improving our operations as well as providing appropriate financial flexibility for general corporate purposes. However, actual experience may differ significantly from our expectations. See “Forward-Looking Statements.”
Our Board of Directors believes that the repurchase of shares pursuant to the Offer is consistent with our long-term value creation strategy. We are focused on delivering long-term value creation for shareholders through organic growth, disciplined and opportunistic mergers, acquisitions and dispositions in combination with a levered-equity capital structure. A core part of this levered-equity approach is returning capital to shareholders through share repurchases. The Offer serves as a mechanism for us to return capital to our shareholders who elect to tender their shares, subject to the terms and conditions of the Offer. Additionally, shareholders who do not participate in the Offer will automatically increase their relative percentage interest in us. Where shares are tendered by the registered owner of those shares directly to the Depositary, the sale of those shares in the Offer will permit the seller to avoid the usual transaction costs associated with open market sales. Furthermore, Odd Lot Holders who hold shares registered in their names and tender their shares directly to the Depositary and whose shares are purchased under the Offer will avoid not only the payment of brokerage commissions but also any applicable odd lot discounts that might be payable on sales of their shares in NYSE transactions.
Neither we nor any member of our Board of Directors, the Information Agent or the Depositary makes any recommendation to any shareholder as to whether to tender or refrain from tendering any shares or as to the price or prices at which you may choose to tender your shares. Neither we, nor the Information Agent or Depositary have authorized any person to make any such recommendation. Shareholders should carefully evaluate all information in the Offer. Shareholders are also urged to consult with their financial and tax advisors to determine the consequences to them of participating or not participating in the Offer, and should make their own decisions about whether to tender shares and, if so, how many shares to tender and at what price or prices to tender. In doing so, you should read carefully the information in this Offer to Purchase and in the related Letter of Transmittal.
Certain Effects of the Offer.   Shareholders who do not tender their shares pursuant to the Offer and shareholders who otherwise retain an equity interest in the Company as a result of a partial tender of shares or proration will continue to be owners of the Company. As a result, those shareholders will realize a proportionate increase in their relative equity interest in the Company, if any, and will bear the attendant risks associated with owning our equity securities, including risks resulting from our purchase of shares. We can give no assurance, however, that we will not issue additional shares or equity interests in the future. Shareholders may be able to sell non-tendered shares in the future on the NYSE or otherwise, at a net price significantly higher or lower than the purchase price in the Offer. We can give no assurance, however, as to the price at which a shareholder may be able to sell his or her shares in the future.
The Offer will reduce our “public float” (the number of shares owned by non-affiliate shareholders and available for trading in the securities markets), and is likely to reduce the number of our shareholders. These reductions may result in lower stock prices and/or reduced liquidity in the trading market for our Class A shares following completion of the Offer.
The accounting for our purchase of the shares in the Offer will result in a reduction of our stockholders’ equity in an amount equal to the aggregate purchase price of the shares we purchase. It will also result in a reduction in cash, cash equivalents and cash from operations as a result of our use of cash on hand and cash from operations to fund the purchase of the shares in the Offer and an increase in long-term debt to the extent that we use any borrowings under our CSC Revolving Credit Facility. There will also be a reduction in the number of outstanding shares for the purpose of calculating earnings per share in an amount equal to the number of shares that we repurchase pursuant to the Offer.
For information regarding the intentions of our directors and executive officers and Next Alt to tender in the Offer or sell shares in the open market during the pendency of the Offer, see Section 11.
 
15

TABLE OF CONTENTS​
 
Other Plans.   Except as otherwise disclosed in this Offer to Purchase, we currently have no plans, proposals or negotiations underway that relate to or would result in:
•
any extraordinary transaction, such as a merger, reorganization or liquidation, involving us or any of our subsidiaries;
​
•
any purchase, sale or transfer of an amount of our assets or any of our subsidiaries’ assets which is material to us and our subsidiaries, taken as a whole;
​
•
any change in our present board of directors or management or any plans or proposals to change the number or the term of directors or to fill any vacancies on the board (except that we may fill vacancies arising on the board in the future) or to change any material term of the employment contract of any executive officer;
​
•
any material change in our present dividend rate or policy, our indebtedness or capitalization, our corporate structure (other than the Lightpath Transaction) or our business;
​
•
any class of our equity securities to be delisted from the NYSE or ceasing to be authorized to be quoted on NYSE;
​
•
any class of our equity securities becoming eligible for termination of registration under Section 12(g) of the Exchange Act;
​
•
the suspension of our obligation to file reports under Section 13 of the Exchange Act;
​
•
the acquisition or disposition by any person of our securities; or
​
•
any changes in our charter or by-laws that could impede the acquisition of control of us.
​
Although we currently do not have any plans other than as disclosed in this Offer to Purchase that relate to or would result in any of the events discussed above, as we evaluate opportunities, we may undertake or plan actions that relate to or could result in one or more of these events.
3.
Procedures for Tendering Shares
​
Valid Tender.   For a shareholder to make a valid tender of shares under the Offer, (i) the Depositary must receive, at one of its addresses set forth on the back cover of this Offer to Purchase and at or prior to the Expiration Time:
•
a Letter of Transmittal, or a facsimile thereof, properly completed and duly executed, together with any required signature guarantees, or, in the case of a book-entry transfer, an “agent’s message” (see “— Book-Entry Transfer” below), and any other required documents; and
​
•
either certificates representing the tendered shares or, in the case of tendered shares delivered in accordance with the procedures for book-entry transfer we describe below, a book-entry confirmation of that delivery (see “— Book-Entry Transfer” below); or
​
(ii) the tendering shareholder must, before the Expiration Time, comply with the guaranteed delivery procedures we describe below.
In accordance with Instruction 5 of the Letter of Transmittal, if you want to tender your shares you must properly complete the pricing section of the Letter of Transmittal, which is called “Price at Which You Are Tendering.” A tender of shares will be proper if, and only if, the pricing section is properly completed.
If you check the box in the section captioned “Shares Tendered At Price Determined Under the Offer” in the section of the Letter of Transmittal captioned “Price (In Dollars) Per Share At Which Shares Are Being Tendered,” you will maximize the chance that your shares will be purchased by us in the Offer. By checking this box, you will be deemed to have tendered your shares at the minimum price of $32.25 per share. However, you should understand that this election may lower the Final Purchase Price paid for all purchased shares in the Offer and could result in your shares being purchased at the minimum price of $32.25 per share, a price that is below the closing market price for the shares on November 20, 2020, the last full trading day before announcement and commencement of the Offer, when the NYSE closing price was $32.27. If you wish to indicate a specific price (in increments of $0.25) at which your shares are being tendered, you must check
 
16

TABLE OF CONTENTS
 
the appropriate box in the section captioned “Shares Tendered At Price Determined By Shareholder” in the section captioned “Price (In Dollars) Per Share At Which Shares Are Being Tendered” in the Letter of Transmittal. You should be aware that this election could mean that none of your Shares will be purchased in the Offer if you check a box other than the box representing the price at or below the Final Purchase Price.
If you want to tender portions of your shares at different prices you must complete a separate Letter of Transmittal for each portion of your shares that you want to tender at a different price. However, the same shares cannot be tendered (unless properly withdrawn previously in accordance with Section 4) at more than one price. To tender shares properly, one (and only one) price box must be checked in the “Price at Which You Are Tendering” section on each Letter of Transmittal.
If a broker, dealer, commercial bank, trust company or other nominee holds your shares, you must contact your broker, dealer, commercial bank, trust company or other nominee to tender your shares. We urge shareholders who hold shares through a broker, dealer, commercial bank, trust company or other nominee to consult such party to determine whether transaction costs are applicable if they tender shares through such party and not directly to the Depositary and whether there is an earlier deadline for you to instruct them to accept the Offer on your behalf.
The valid tender of shares by you by one of the procedures described in this Section 3 will constitute a binding agreement between you and us on the terms of, and subject to the conditions to, the Offer, which agreement will be governed by the laws of the State of New York.
Odd Lot Holders who tender all their shares must also complete the section captioned “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, to qualify for the preferential treatment available to Odd Lot Holders as set forth in Section 1.
Shareholders may tender shares subject to the condition that all, or a specified minimum number of shares, be purchased. Any shareholder desiring to make such a conditional tender should so indicate in the box entitled “Conditional Tender” in the Letter of Transmittal. It is the tendering shareholder’s responsibility to determine the minimum number of Shares to be purchased. Shareholders should consult their own financial and tax advisors with respect to the effect of proration of the Offer and the advisability of making a conditional tender. See Sections 6 and 14.
Book-Entry Transfer.   For purposes of the Offer, the Depositary will establish an account for the shares at The Depository Trust Company (the “book-entry transfer facility”) within two (2) business days after the date of this Offer to Purchase. Any financial institution that is a participant in the book-entry transfer facility’s system may make book-entry delivery of shares by causing the book-entry transfer facility to transfer those shares into the Depositary’s account in accordance with the book-entry transfer facility’s procedures for that transfer. Although delivery of shares may be effected through book-entry transfer into the Depositary’s account at the book-entry transfer facility, the Letter of Transmittal, or a facsimile thereof, properly completed and duly executed, with any required signature guarantees, or an agent’s message, and any other required documents must, in any case, be transmitted to, and received by, the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase at or prior to the Expiration Time, or the tendering shareholder must comply with the guaranteed delivery procedures we describe below.
The confirmation of a book-entry transfer of shares into the Depositary’s account at the book-entry transfer facility as we describe above is referred to herein as a “book-entry confirmation.” Delivery of documents to the book-entry transfer facility in accordance with the book-entry transfer facility’s procedures will not constitute delivery to the Depositary.
The term “agent’s message” means a message transmitted by the book-entry transfer facility to, and received by, the Depositary and forming a part of a book-entry confirmation, stating that the book-entry transfer facility has received an express acknowledgment from the participant tendering shares through the book-entry transfer facility that the participant has received and agrees to be bound by the terms of the Letter of Transmittal and that we may enforce that agreement against that participant.
Method of Delivery.    The method of delivery of shares, the Letter of Transmittal and all other required documents, including delivery through the book-entry transfer facility, is at the election and risk of the tendering shareholder. Shares will be deemed delivered only when actually received by the Depositary (including, in the
 
17

TABLE OF CONTENTS
 
case of a book-entry transfer, by book-entry confirmation). If you plan to make delivery by mail, we recommend that you deliver by registered mail with return receipt requested and obtain proper insurance. In all cases, sufficient time should be allowed to ensure timely delivery.
Signature Guarantees.   No signature guarantee will be required on a Letter of Transmittal for shares tendered thereby if:
•
the “registered holder(s)” of those shares signs the Letter of Transmittal and has not completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” in the Letter of Transmittal; or
​
•
those shares are tendered for the account of an “eligible institution.”
​
For purposes hereof, a “registered holder” of tendered shares will include any participant in the book-entry transfer facility’s system whose name appears on a security position listing as the owner of those shares, and an “eligible institution” is a “financial institution,” which term includes most commercial banks, savings and loan associations and brokerage houses, that are participants in any of the following: (i) the Securities Transfer Agents Medallion Program; (ii) the New York Stock Exchange, Inc. Medallion Signature Program; or (iii) the Stock Exchange Medallion Program.
Except as we describe above, all signatures on any Letter of Transmittal for shares tendered thereby must be guaranteed by an eligible institution. See Instructions 1, 6 and 8 to the Letter of Transmittal. If the certificates for shares are registered in the name of a person other than the signer of the Letter of Transmittal, or if payment is to be made or certificates for shares not tendered or not accepted for payment are to be returned to a person other than the registered holder of the certificates surrendered, then the tendered certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered holders or owners appear on the certificates, with the signatures on the certificates or stock powers guaranteed as stated above. See Instructions 1, 6 and 8 to the Letter of Transmittal.
Guaranteed Delivery.   If you wish to tender shares under the Offer and your certificates for shares are not immediately available or cannot be delivered to the Depositary prior to the Expiration Time, the procedures for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Depositary at or prior to the Expiration Time, your tender may be effected if all the following conditions are met:
•
your tender is made by or through an eligible institution;
​
•
a properly completed and duly executed Notice of Guaranteed Delivery in the form we have provided is received by the Depositary, as provided below, at or prior to the Expiration Time; and
​
•
the Depositary receives, at one of its addresses set forth on the back cover of this Offer to Purchase and within the period of two trading days after the date of execution of that Notice of Guaranteed Delivery, either: (i) the certificates representing the shares being tendered, in the proper form for transfer, together with (1) a Letter of Transmittal, or a facsimile thereof, relating thereto, which has been properly completed and duly executed and includes all signature guarantees required thereon and (2) all other required documents; or (ii) confirmation of book-entry transfer of the shares into the Depositary’s account at the book-entry transfer facility, together with (1) either a Letter of Transmittal, or a facsimile thereof, relating thereto, which has been properly completed and duly executed and includes all signature guarantees required thereon or an agent’s message in the case of a book-entry transfer, and (2) all other required documents.
​
For these purposes, a “trading day” is any day on which NYSE is open for business.
A Notice of Guaranteed Delivery must be delivered to the Depositary by hand, overnight courier, facsimile transmission or mail before the Expiration Time and must include a guarantee by an eligible institution in the form set forth in the Notice of Guaranteed Delivery.
Return of Unpurchased Shares.   The Depositary will return certificates for unpurchased shares promptly after the expiration or termination of the Offer or the proper withdrawal of the shares, as applicable, or, in the case of shares tendered by book-entry transfer at the book-entry transfer facility, the
 
18

TABLE OF CONTENTS
 
Depositary will credit the shares to the appropriate account maintained by the tendering shareholder at the book-entry transfer facility, in each case without expense to the shareholder.
Tendering Shareholder’s Representation and Warranty; Our Acceptance Constitutes an Agreement.   It is a violation of Rule 14e-4 promulgated under the Exchange Act for a person acting alone or in concert with others, directly or indirectly, to tender shares for such person’s own account unless at the time of tender and at the Expiration Time such person has a “net long position” in (a) the shares that are equal to or greater than the amount tendered and will deliver or cause to be delivered such shares for the purpose of tendering to us within the period specified in the Offer or (b) other securities immediately convertible into, exercisable for or exchangeable into shares (“Equivalent Securities”) that is equal to or greater than the amount tendered and, upon the acceptance of such tender, will acquire such shares by conversion, exchange or exercise of such Equivalent Securities to the extent required by the terms of the Offer and will deliver or cause to be delivered such shares so acquired for the purpose of tender to us within the period specified in the Offer. Rule 14e-4 also provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. A tender of shares made pursuant to any method of delivery set forth herein will constitute the tendering shareholder’s acceptance of the terms and conditions of the Offer, as well as the tendering shareholder’s representation and warranty to us that (a) such shareholder has a “net long position” in shares or Equivalent Securities at least equal to the shares being tendered within the meaning of Rule 14e-4, and (b) such tender of shares complies with Rule 14e-4. Our acceptance for payment of shares tendered pursuant to the Offer will constitute a binding agreement between the tendering shareholder and us upon the terms and subject to the conditions of the Offer.
Determination of Validity; Rejection of Shares; Waiver of Defects; No Obligation to Give Notice of Defects.   All questions as to the number of shares to be accepted, the price to be paid for shares to be accepted and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of shares will be determined by us, in our sole discretion, and our determination will be final and binding on all parties, subject to a shareholder’s right to challenge our determination in a court of competent jurisdiction. We reserve the absolute right at or prior to the Expiration Time to reject any or all tenders we determine not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right, subject to applicable law, to waive any conditions of the Offer with respect to all shareholders or any defect or irregularity in any tender with respect to any particular shares or any particular shareholder whether or not we waive similar defects or irregularities in the case of other shareholders. No tender of shares will be deemed to have been validly made until all defects or irregularities relating thereto have been cured or waived. None of us, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Our interpretation of the terms of and conditions to the Offer, including the Letter of Transmittal and the instructions thereto, will be final and binding on all parties, subject to a shareholder’s right to challenge our determination in a court of competent jurisdiction. By tendering shares to us, you agree to accept all decisions we make concerning these matters and waive any right you might otherwise have to challenge those decisions.
U.S. Federal Backup Withholding Tax.   To prevent the potential imposition of U.S. federal backup withholding (currently, at a rate of 24%) on the gross proceeds payable to a tendering shareholder pursuant to the Offer, prior to receiving such payments, each such shareholder must submit to the applicable withholding agent a correct, properly completed and executed IRS Form W-9 in the case of a U.S. Holder (as defined in Section 14), or an applicable IRS Form W-8 in the case of a Non-U.S. Holder (as defined in Section 14), or otherwise establish an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a credit against the shareholder’s U.S. federal income tax liability, if any, and may entitle the shareholder to a refund, so long as the required information is timely furnished to the IRS. Shareholders should consult their own tax advisors regarding the application of backup withholding in their particular circumstances and the availability of, and procedure for obtaining, an exemption from backup withholding.
U.S. Federal Withholding for Non-U.S. Holders.   As described in Section 14, the U.S. federal income tax treatment of the receipt of cash in exchange for shares by a Non-U.S. Holder pursuant to the Offer will depend upon facts that are unique to each Non-U.S. Holder (as defined in Section 14). Accordingly, a Non-U.S. Holder should expect that a withholding agent generally will withhold U.S. federal withholding
 
19

TABLE OF CONTENTS​
 
tax from the gross proceeds payable to a Non-U.S. Holder pursuant to the Offer at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty), unless an exemption from withholding is applicable because such gross proceeds are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required pursuant to an applicable income tax treaty, are attributable to a permanent establishment maintained by such Non-U.S. Holder in the United States). In order to claim a reduction in the rate of, or an exemption from, such withholding tax, a Non-U.S. Holder must deliver to the applicable withholding agent a correct, properly completed and executed IRS Form W-8BEN or W-8BEN-E (with respect to income tax treaty benefits) or IRS Form W-8ECI (with respect to amounts effectively connected with the conduct by such Non-U.S. Holder of a trade or business within the United States) claiming such reduced rate or exemption. A Non-U.S. Holder may be eligible to obtain a refund of all or a portion of any such tax withheld (i) if such Non-U.S. Holder meets the Section 302 Tests (defined in Section 14) or (ii) if such Non-U.S. Holder is otherwise able to establish that no or a reduced amount of tax is due. Non-U.S. Holders should consult their own tax advisors regarding the particular tax consequences to them of selling shares pursuant to the Offer, including the application of the 30% U.S. federal withholding tax, their potential eligibility for a reduced rate of, or exemption from, such withholding tax, and their potential eligibility for, and procedures for claiming, a refund of any such withholding tax.
Lost Certificates.   If the share certificates which a registered holder wants to surrender have been lost, destroyed or stolen, the shareholder should promptly notify the Depositary’s Shareholder Services Department at 1-800-937-5449. The Depositary will instruct the shareholder as to the steps that must be taken in order to replace the certificates.
4.
Withdrawal Rights
​
You may withdraw shares that you have previously tendered under the Offer according to the procedures we describe below at any time prior to the Expiration Time. You may also withdraw your previously tendered shares at any time after one (1) minute after 11:59 p.m., New York City time, on January 21, 2021, unless such shares have been accepted for payment as provided in the Offer. Otherwise, tenders of shares under the Offer are irrevocable.
For a withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must:
•
be received in a timely manner by the Depositary at one of its addresses or its facsimile number set forth on the back cover of this Offer to Purchase; and
​
•
specify the name of the person having tendered the shares to be withdrawn, the number of shares to be withdrawn and the name of the registered holder of the shares to be withdrawn, if different from the name of the person who tendered the shares.
​
If certificates for shares have been delivered or otherwise identified to the Depositary, then, prior to the physical release of those certificates, the serial numbers shown on those certificates must be submitted to the Depositary and, unless an eligible institution has tendered those shares, an eligible institution must guarantee the signatures on the notice of withdrawal.
If a shareholder has used more than one Letter of Transmittal or has otherwise tendered shares in more than one group of shares, the shareholder may withdraw shares using either separate notices of withdrawal or a combined notice of withdrawal, so long as the information specified above is included. If shares have been delivered in accordance with the procedures for book-entry transfer described in Section 3, any notice of withdrawal must also specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn shares and otherwise comply with the book-entry transfer facility’s procedures.
Withdrawals of tendered shares may not be rescinded, and any shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. Withdrawn shares may be re-tendered at any time prior to the Expiration Time by again following one of the procedures described in Section 3.
We will decide, in our sole discretion, all questions as to the form and validity, including time of receipt, of notices of withdrawal, and each such decision will be final and binding on all parties, subject to a shareholder’s right to challenge our determination in a court of competent jurisdiction. We also reserve
 
20

TABLE OF CONTENTS​
 
the absolute right to waive any defect or irregularity in the withdrawal of shares by any shareholder, whether or not we waive similar defects or irregularities in the case of any other shareholder. None of us, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.
If we extend the Offer, are delayed in our purchase of shares, or are unable to purchase shares under the Offer as a result of the occurrence of a condition described in Section 7, then, without prejudice to our rights under the Offer, the Depositary may, subject to applicable law, retain tendered shares on our behalf, and such shares may not be withdrawn except to the extent tendering shareholders are entitled to withdrawal rights as described in this Section 4. Our reservation of the right to delay payment for shares which we have accepted for payment is limited by Rule 13e-4(f)(5) promulgated under the Exchange Act, which requires that we must pay the consideration offered or return the shares tendered promptly after termination or withdrawal of a tender offer.
5.
Purchase of Shares and Payment of Purchase Price
​
Upon the terms and subject to the conditions of the Offer, promptly following the Expiration Time, we will:
•
determine the Final Purchase Price for shares properly tendered and not properly withdrawn, taking into account the number of shares so tendered and the prices specified by tendering shareholders; and
​
•
accept for payment and pay for (and thereby purchase) up to $2.5 billion of shares properly tendered at prices at or below the Final Purchase Price and not properly withdrawn. We may increase the number of shares accepted for payment in the Offer by no more than 2% of the outstanding Shares without amending or extending the Offer.
​
For purposes of the Offer, we will be deemed to have accepted for payment (and therefore purchased), subject to the “odd lot” priority, proration and conditional tender provisions of this Offer, shares that are properly tendered and not properly withdrawn only when, as and if we give oral or written notice to the Depositary of our acceptance of the shares for payment pursuant to the Offer.
In all cases, payment for shares tendered and accepted for payment pursuant to the Offer will be made promptly, subject to possible delay in the event of proration, but only after timely receipt by the Depositary of:
•
certificates for shares, or a timely book-entry confirmation of the deposit of shares into the Depositary’s account at the book-entry transfer facility,
​
•
a properly completed and duly executed Letter of Transmittal (or manually signed facsimile of the Letter of Transmittal), or, in the case of a book-entry transfer, an agent’s message, and
​
•
any other required documents.
​
We will pay for shares purchased pursuant to the Offer by depositing the aggregate purchase price for the shares with the Depositary, which will act as agent for tendering shareholders for the purpose of receiving payment from us and transmitting payment to the tendering shareholders entitled thereto.
In the event of proration, we will determine the proration factor and pay for those tendered shares accepted for payment promptly after the expiration of the Offer. Certificates for all shares tendered and not purchased, including shares not purchased due to proration or conditional tender, will be returned or, in the case of shares tendered by book-entry transfer, will be credited to the account maintained with the book-entry transfer facility by the participant who delivered the shares, to the tendering shareholder at our expense promptly after the expiration or termination of the Offer.
Under no circumstances will we pay interest on the purchase price, including but not limited to, by reason of any delay in making payment.
We will pay all stock transfer taxes, if any, payable on the transfer to us of shares purchased pursuant to the Offer. If, however, payment of the purchase price is to be made to, or (in the circumstances permitted
 
21

TABLE OF CONTENTS​
 
by the Offer) if unpurchased shares are to be registered in the name of, any person other than the registered holder, or if tendered certificates are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered holder or the other person), payable on account of the transfer to the person will be deducted from the purchase price unless satisfactory evidence of the payment of the stock transfer taxes, or exemption from payment of the stock transfer taxes, is submitted. See Instruction 7 of the Letter of Transmittal.
Any tendering shareholder or other payee who fails to properly complete, sign and return to the Depositary (or other payor) the IRS Form W-9 included with the Letter of Transmittal or, in the case of a non-U.S. person, an applicable IRS Form W-8 (or suitable substitute forms), will be subject to required U.S. federal backup withholding tax equal to 24% of the gross proceeds paid to the shareholder or other payee pursuant to the Offer. In addition, Non-U.S. Holders (as defined in Section 14) may be subject to U.S. federal withholding tax at a rate of 30% on the gross proceeds paid pursuant to the Offer. See Sections 3 and 14 and the Letter of Transmittal for additional information.
6.
Conditional Tender of Shares
​
Subject to the exception for Odd Lot Holders, in the event of an over-subscription of the Offer, shares tendered at or prior to the Expiration Time will be subject to proration. See Section 1. As discussed in Section 14, the number of shares to be purchased from a particular shareholder may affect the U.S. federal income tax treatment of the purchase to the shareholder and the shareholder’s decision whether to tender. The conditional tender alternative is made available for shareholders seeking to take steps to have shares sold pursuant to the Offer treated as a sale or exchange of such shares by the shareholder, rather than a distribution to the shareholder, for U.S. federal income tax purposes. Accordingly, a shareholder may tender shares subject to the condition that a specified minimum number of the shareholder’s shares tendered pursuant to a Letter of Transmittal must be purchased if any shares tendered are purchased. Any shareholder desiring to make a conditional tender must so indicate in the box entitled “Conditional Tender” in the Letter of Transmittal, and, if applicable, in the Notice of Guaranteed Delivery. It is the tendering shareholder’s responsibility to calculate the minimum number of shares that must be purchased from the shareholder in order for the shareholder to qualify for sale or exchange (rather than distribution) treatment for U.S. federal income tax purposes. Shareholders are urged to consult with their tax advisors. No assurances can be provided that a conditional tender will achieve the intended U.S. federal income tax result in all cases.
Any tendering shareholder wishing to make a conditional tender must calculate and appropriately indicate the minimum number of shares that must be purchased if any are to be purchased. After the Offer expires, if shares having an aggregate purchase price of more than $2.5 billion (or such greater amount as we may elect to purchase, subject to applicable law) are properly tendered at or below the Final Purchase Price and not properly withdrawn, so that we must prorate our acceptance of and payment for tendered shares, we will calculate a preliminary proration percentage based upon all shares properly tendered, conditionally or unconditionally. If the effect of this preliminary proration would be to reduce the number of shares to be purchased from any shareholder below the minimum number specified, the tender will automatically be regarded as withdrawn (except as provided in the next paragraph). All shares tendered by a shareholder subject to a conditional tender and regarded as withdrawn as a result of proration will be returned at our expense, promptly after the Expiration Time.
After giving effect to these withdrawals, we will accept the remaining shares properly tendered, conditionally or unconditionally, on a pro rata basis, if necessary. If conditional tenders would otherwise be regarded as withdrawn and would cause the total number of shares to be purchased to fall below an aggregate value of $2.5 billion (or such greater amount as we may elect to purchase, subject to applicable law) then, to the extent feasible, we will select enough of the conditional tenders that would otherwise have been withdrawn to permit us to purchase shares having an aggregate purchase price of $2.5 billion (or such greater amount as we may elect to purchase, subject to applicable law). In selecting among the conditional tenders, we will select by random lot, treating all tenders by a particular shareholder as a single lot, and will limit our purchase in each case to the designated minimum number of shares to be purchased. To be eligible for purchase by random lot, shareholders whose shares are conditionally tendered must have tendered all of their shares at or below the Final Purchase Price.
 
22

TABLE OF CONTENTS​
 
7.
Conditions of the Tender Offer
​
Notwithstanding any other provision of the Offer (but subject to the provisions of Section 15), we will not be required to accept for payment, purchase or pay for any shares tendered, and may terminate or amend the Offer or may postpone the acceptance for payment of, or the purchase of and the payment for shares tendered, subject to Rule 13e-4(f) under the Exchange Act (which requires that the issuer making the tender offer either pay the consideration offered or return tendered securities promptly after the termination or withdrawal of the tender offer), if at any time on or after November 23, 2020 and at or prior to the Expiration Time any of the following events has occurred (or shall have been reasonably determined by us to have occurred) that, in our reasonable judgment and regardless of the circumstances giving rise to the event or events (other than any action or omission to act by us), make it inadvisable to proceed with the Offer or with acceptance for payment:
•
if any of the following has occurred:
​
•
the closing of the Lightpath Transaction has not occurred prior to the Expiration Time;
​
•
any general suspension of, or trading in, securities on any national securities exchange in the United States or in the over-the-counter market;
​
•
a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or any limitation (whether or not mandatory) by any governmental agency or authority on, or any other event that, in our reasonable judgment, could reasonably be expected to adversely affect, the extension of credit by banks or other financial institutions in the United States;
​
•
a material change in United States or any other currency exchange rates or a suspension of or limitation on the markets therefor;
​
•
the commencement or any material escalation of a war, armed hostilities or other similar national or international calamity involving the United States;
​
•
a decrease of more than 10% in the market price for the shares, the Dow Jones Industrial Average, the NYSE Composite Index or the S&P 500 Composite Index since November 23, 2020; or
​
•
in the case of any of the foregoing existing at the time of the commencement of the Offer, in our reasonable judgment, a material acceleration or worsening thereof;
​
•
any change or combination of changes (or condition, event or development involving a prospective change) has occurred or been threatened in the business, properties, assets, liabilities, capitalization, shareholders’ equity, condition (financial or other), operations, licenses, or results of operations of us or any of our subsidiaries or affiliates that is or may be reasonably likely to (i) have a material adverse effect on us or any of our subsidiaries or affiliates; (ii) have a material adverse effect on the value of the shares; or (iii) materially impair the contemplated benefits of the Offer to us;
​
•
legislation amending (i) the Internal Revenue Code of 1986, as amended (the “Code”), has been passed by either the U.S. House of Representatives or the U.S. Senate or becomes pending before the U.S. House of Representatives or the U.S. Senate or any committee thereof, the effect of which would be to change the U.S. federal income tax consequences of the consummation of the Offer in any manner that would adversely affect us or any of our affiliates;
​
•
there has been threatened in writing, instituted, or pending any action, proceeding, application or counterclaim by or before any court or governmental, administrative or regulatory agency or authority, domestic or foreign, or any other person or tribunal, domestic or foreign, which:
​
•
challenges or seeks to challenge, restrain, prohibit or delay the making of the Offer, the acquisition by us of the shares in the Offer, or any other matter relating to the Offer, or seeks to obtain any material damages or otherwise relating to the Offer;
​
•
seeks to make the purchase of, or payment for, some or all of the shares pursuant to the Offer illegal or results in a delay in our ability to accept for payment or pay for some or all of the shares;
​
 
23

TABLE OF CONTENTS
 
•
seeks to require us to repurchase or redeem any of our outstanding securities other than the Class A shares; or
​
•
otherwise could reasonably be expected to materially adversely affect the business, properties, assets, liabilities, capitalization, shareholders’ equity, financial condition, operations, licenses, or results of operations of us or any of our subsidiaries or affiliates, taken as a whole, or the value of the shares;
​
•
any legal action has been taken, or we have received notice of any legal action, or any statute, rule, regulation, judgment, decree, injunction or order (preliminary, permanent or otherwise) has been proposed, sought, enacted, entered, promulgated, enforced or deemed to be applicable to the Offer or us or any of our subsidiaries or affiliates by any court, government or governmental agency or other regulatory or administrative authority, domestic or foreign, which, in our reasonable judgment:
​
•
indicates that any approval or other action of any such court, agency or authority may be required in connection with the Offer or the purchase of shares thereunder;
​
•
could reasonably be expected to prohibit, restrict or delay consummation of the Offer; or
​
•
otherwise could reasonably be expected to materially adversely affect the business, properties, assets, liabilities, capitalization, shareholders’ equity, financial condition, operations, licenses or results of operations of us or any of our subsidiaries or affiliates, taken as a whole;
​
•
any material change in law or in the official interpretation or administration of law, or relevant position or policy of a governmental authority with respect to any laws, applicable to the Offer;
​
•
a tender or exchange offer for any or all of our outstanding shares (other than this Offer), or any merger, acquisition, business combination or other similar transaction with or involving us or any subsidiary, has been proposed, announced or made by any person or entity or has been publicly disclosed or we shall have entered into a definitive agreement or an agreement in principle with any person with respect to any merger, acquisition, business combination or other similar transaction;
​
•
any person (including a group) shall have acquired or proposed to acquire beneficial ownership of more than 5% of the outstanding shares (other than anyone who publicly disclosed such ownership in a filing with the SEC before November 20, 2020), any person or group which has made such a filing before November 20, 2020 shall acquire or publicly announce its proposal to acquire an additional 1% or more of our outstanding shares, or a new group shall have been formed that beneficially owns (as a group) more than 5% of our outstanding shares; or
​
•
we determine that the consummation of the Offer and the purchase of the shares is reasonably likely to:
​
•
cause the shares to be held of record by less than 300 persons; or
​
•
cause the shares to be delisted from NYSE or to be eligible for deregistration under the Exchange Act.
​
Lightpath Transaction and Lightpath Transaction Condition.   The cash proceeds of the Lightpath Transaction and related financing to the Company are estimated to be approximately $2.3 billion, based on an implied enterprise value of $3.2 billion. The actual amount of proceeds to be received will be based upon the net debt and working capital at the closing, as well as other post-closing adjustments. The closing date of the Lightpath Transaction will be determined by mutual agreement of the Company and MSIP after the New York State Public Service Commission issues a decision approving the Lightpath Transaction (or is deemed to have done so), under the applicable regulation. Except for the New York State Public Service Commission approval, the Lightpath Transaction is not subject to any other conditions, but for those conditions that, by their terms, are to be satisfied (or waived) at the closing of the Lightpath Transaction.
The New York State Public Service Commission issued its decision approving the Lightpath Transaction on November 19, 2020. We currently anticipate that the closing of the Lightpath Transaction will occur on or prior to the Expiration Time. For further information with respect to the Lightpath Transaction, please refer to our Current Report on Form 8-K filed with the SEC on October 1, 2020.
 
24

TABLE OF CONTENTS​
 
The Offer is subject to the Lightpath Transaction Condition. This means that if we are not able to satisfy the Lightpath Transaction Condition and we do not elect to waive this condition, we will not be required to close the Offer. There can be no assurances that the Lightpath Transaction will be consummated. If the Lightpath Transaction Condition has not been satisfied or waived by at least five (5) business days prior to the Expiration Time, we will amend the Schedule TO to disclose any material change in our plans with respect to the Offer and will provide for any extensions to the Offer that may be necessary. If the Lightpath Transaction Condition is satisfied or waived, we will promptly disclose this information in a manner reasonably designed to inform shareholders and extend the Offer to the extent required by Rule 13e-4 under the Exchange Act.
The conditions referred to above are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any of these conditions (other than any action or omission to act by us), and may be waived by us, in whole or in part, at any time and from time to time in our reasonable discretion before the Expiration Time. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of any right, and each such right will be deemed an ongoing right that may be asserted at any time and from time to time until the Offer shall have expired or been terminated. However, once the Offer has expired, then all of the conditions to the Offer must have been satisfied or waived. In certain circumstances, if we waive any of the conditions described above, we will disclose any material changes resulting therefrom and may be required to extend the Expiration Time. Any determination by us concerning the events described in this section will be final and binding upon all persons, subject to a shareholder’s right to challenge our determination in a court of competent jurisdiction.
8.
Price Range of Shares; Dividends
​
Price Range of Shares.   The shares are traded on the NYSE under the symbol “ATUS.” The following table sets forth, for each of the periods indicated, the high and low sales prices per share as reported by the NYSE based on published financial sources.
​	​	​	High	​	​	Low	​	
Year Ended December 31, 2018:	​	​	​	​	​	​	​	​	​	​	​	​	​	
First Quarter	​	​	​	​	25.15	​	​	​	​	​	17.58	​	​	
Second Quarter	​	​	​	​	21.49	​	​	​	​	​	16.25	​	​	
Third Quarter	​	​	​	​	19.59	​	​	​	​	​	16.25	​	​	
Fourth Quarter	​	​	​	​	19.15	​	​	​	​	​	14.495	​	​	
Year Ended December 31, 2019:	​	​	​	​	​	​	​	​	​	​	​	​	​	
First Quarter	​	​	​	​	22.54	​	​	​	​	​	16.21	​	​	
Second Quarter	​	​	​	​	25.15	​	​	​	​	​	21.57	​	​	
Third Quarter	​	​	​	​	30.345	​	​	​	​	​	24.02	​	​	
Fourth Quarter	​	​	​	​	31.78	​	​	​	​	​	24.56	​	​	
Year Ended December 31, 2020:	​	​	​	​	​	​	​	​	​	​	​	​	​	
First Quarter	​	​	​	​	29.94	​	​	​	​	​	15.955	​	​	
Second Quarter	​	​	​	​	27.99	​	​	​	​	​	21.09	​	​	
Third Quarter	​	​	​	​	29.30	​	​	​	​	​	22.715	​	​	
Fourth Quarter (through November 20, 2020)	​	​	​	​	32.27	​	​	​	​	​	26.05	​	​	
On November 20, 2020, the last full trading day before announcement and commencement of the Offer, the NYSE closing price per share of our Class A shares was $32.27. We urge shareholders to obtain a current market price for the shares before deciding whether to tender their shares.
Dividends.   On May 14, 2018, our Board of Directors declared one-time cash dividend of $2.035 per share on our Class A and Class B shares. The special dividend was paid on June 6, 2018 to shareholders of record at the close of business on May 22, 2018. We currently intend to retain our earnings to finance the development of our business, but such policy may change depending upon, among other things, our earnings, financial condition and capital requirements.
 
25

TABLE OF CONTENTS​
 
9.
Source and Amount of Funds
​
Assuming that the Offer is fully subscribed, the aggregate purchase price will be $2.5 billion. We expect that expenses for the Offer will be approximately $900,000.
We intend to pay for the purchase of the shares with cash on hand, cash from operations and, to the extent necessary, borrowings under our CSC Revolving Credit Facility.
CSC Revolving Credit Facility.   In October 2015, a wholly-owned subsidiary of Altice USA, which merged with and into CSC Holdings on June 21, 2016, entered into a senior secured credit facility, which currently provides U.S. dollar term loans currently in an aggregate principal amount of $3,000,000,000 ($2,902,500,000 outstanding at September 30, 2020) (the “CSC Term Loan Facility”, and the term loans extended under the CSC Term Loan Facility, the “CSC Term Loans”) and U.S. dollar revolving loan commitments in an aggregate principal amount of $2,475,000,000 at September 30, 2020 (the “CSC Revolving Credit Facility” and, together with the CSC Term Loan Facility, the “CSC Credit Facilities”), which are governed by a credit facilities agreement entered into by, inter alios, CSC Holdings, certain lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent and security agent (as amended, restated, supplemented or otherwise modified on June 20, 2016, June 21, 2016, July 21, 2016, September 9, 2016, December 9, 2016, March 15, 2017, January 12, 2018, October 15, 2018, January 24, 2019, February 7, 2019, May 14, 2019 and October 3, 2019, respectively, and as further amended, restated, supplemented or otherwise modified from time to time, the “CSC Credit Facilities Agreement”).
The CSC Revolving Credit Facility provides for total commitments in an aggregate principal amount of $2,475,000,000, of which $2,275,000,000 matures on January 31, 2024 (the “2019 Extended Revolving Commitments”) and $200,000,000 matures on November 30, 2021 (the “2016 Extended Revolving Commitments”).
Loans comprising each Eurodollar borrowing or alternate base rate borrowing, as applicable, bear interest at a rate per annum equal to the adjusted LIBO rate or the alternate base rate, as applicable, plus the applicable margin, where the applicable margin is:
•
in respect of loans issued pursuant to the 2016 Extended Revolving Commitments (i) with respect to any alternate base rate loan, 2.25% per annum and (ii) with respect to any Eurodollar loan, 3.25% per annum, and
​
•
in respect of loans issued pursuant to the 2019 Extended Revolving Commitments (i) with respect to any alternate base rate loan, 1.25% per annum and (ii) with respect to any Eurodollar loan, 2.25% per annum.
​
The CSC Credit Facilities Agreement requires the prepayment of outstanding CSC Term Loans, subject to certain exceptions and deductions, with (i) 100% of the net cash proceeds of certain asset sales, subject to reinvestment rights and certain other exceptions; and (ii) on a pari ratable share (based on the outstanding principal amount of the CSC Term Loans divided by the sum of the outstanding principal amount of all pari passu indebtedness and the CSC Term Loans) of 50% of annual excess cash flow, which will be reduced to 0% if the consolidated net senior secured leverage ratio of CSC Holdings is less than or equal to 4.5 to 1.
The obligations under the CSC Credit Facilities are guaranteed by each restricted subsidiary of CSC Holdings (other than CSC TKR, LLC and its subsidiaries and certain excluded subsidiaries) and, subject to certain limitations, will be guaranteed by each future material wholly-owned restricted subsidiary of CSC Holdings. The obligations under the CSC Credit Facilities (including any guarantees thereof) are secured on a first priority basis, subject to any liens permitted by the Credit Facilities, by capital stock held by CSC Holdings or any guarantor in certain subsidiaries of CSC Holdings, subject to certain exclusions and limitations.
The CSC Credit Facilities Agreement includes certain negative covenants which, among other things and subject to certain significant exceptions and qualifications, limit CSC Holdings’ ability and the ability of its restricted subsidiaries to: (i) incur or guarantee additional indebtedness, (ii) make investments, (iii) create liens, (iv) sell assets and subsidiary stock, (v) pay dividends or make other distributions or repurchase or
 
26

TABLE OF CONTENTS​
 
redeem our capital stock or subordinated debt, (vi) engage in certain transactions with affiliates, (vii) enter into agreements that restrict the payment of dividends by subsidiaries or the repayment of intercompany loans and advances; and (viii) engage in mergers or consolidations. In addition, the CSC Revolving Credit Facility includes a financial maintenance covenant solely for the benefit of the lenders under the CSC Revolving Credit Facility consisting of a maximum consolidated net senior secured leverage ratio of CSC Holdings and its restricted subsidiaries of 5.0 to 1.0. The financial covenant will be tested on the last day of any fiscal quarter, but only if on such day there are outstanding borrowings under the CSC Revolving Credit Facility (including swingline loans but excluding any cash collateralized letters of credit and undrawn letters of credit not to exceed the letter of credit sublimit).
The CSC Credit Facilities Agreement also contains certain customary representations and warranties, affirmative covenants and events of default (including, among others, an event of default upon a change of control). If an event of default occurs, the lenders under the CSC Credit Facilities will be entitled to take various actions, including the acceleration of amounts due under the CSC Credit Facilities and all actions permitted to be taken by a secured creditor.
CSC Holdings was in compliance with all of its financial covenants under the CSC Credit Facilities as of September 30, 2020.
Currently, no plans or arrangements have been made to finance or repay any incremental borrowings under the CSC Revolving Credit Facility. After giving effect to the Offer, we believe that we will continue to have sufficient financial resources and working capital to conduct our business.
10.
Certain Information Concerning the Company
​
Overview of Our Business
We principally provide broadband communications and video services in the United States and market our services primarily under two brands: Optimum, in the New York metropolitan area, and Suddenlink, principally in markets in the south-central United States. We deliver broadband, video, and telephony services to approximately 5.0 million residential and business customers. Our footprint extends across 21 states through a fiber-rich broadband network with approximately 9.0 million homes passed as of September 30, 2020. Additionally, we offer news programming and content, and advertising services. In September 2019, the Company launched Altice Mobile, a full service mobile offering, to consumers across its footprint.
Major Shareholders
As of November 19, 2020, Next Alt S.à.r.l. (“Next Alt”) beneficially owned approximately 41.1% of the outstanding Class A shares and 98.3% of the Company’s Class B shares, representing in the aggregate approximately 92.4%the voting power in the Company. Next Alt is a personal holding company of Patrick Drahi, who is its controlling shareholder. Next Alt has informed us that it will not participate in the Offer. Assuming the completion of the Offer, the relative ownership interest of Next Alt in the Company will increase.
The business address of Next Alt is 5 rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg.
Where You Can Find More Information
We are subject to the informational requirements of the Exchange Act and, in accordance therewith, file annual reports with and furnish other information to the SEC relating to our business, financial condition and other matters. The SEC maintains a Web site at www.sec.gov that contains reports, proxy statements and other information regarding issuers that file electronically with it. We make available free of charge at www.alticeusa.com (in the “Investor Relations” section) copies of materials we file with, or furnish to, the SEC.
We also have filed an Issuer Tender Offer Statement on Schedule TO (defined below) with the SEC that includes additional information relating to the Offer. The Issuer Tender Offer Statement on Schedule TO,
 
27

TABLE OF CONTENTS​
 
together with any exhibits and amendments thereto, may be examined and copies may be obtained at the same places and in the same manner as set forth above.
Incorporation by Reference
The rules of the SEC allow us to “incorporate by reference” information into this document, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The following documents contain important information about us and we incorporate them by reference:
•
Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 14, 2020;
​
•
Quarterly Report on Form 10-Q for the three months ended March 31, 2020, filed with the SEC on May 1, 2020;
​
•
Quarterly Report on Form 10-Q for the six months ended June 30, 2020, filed with the SEC on July 31, 2020;
​
•
Quarterly Report on Form 10-Q for the nine months ended September 30, 2020, filed with the SEC on October 30, 2020;
​
•
Current Reports on Form 8-K, filed with the SEC on January 3, 2020, January 28, 2020, June 2, 2020, June 12, 2020, June 16, 2020, August 3, 2020, and October 1, 2020; and
​
•
Proxy statement on Schedule 14A filed with the SEC on April 24, 2020 (to the extent incorporated in Part III of the Annual Report on Form 10-K for the year ended December 31, 2019.
​
In addition, all reports on Form 8-K that we furnish to the SEC indicating, to the extent expressly designated therein, that they are so incorporated into this Offer to Purchase, in each case after the date hereof and prior to the expiration of or termination of the Offer, will also be incorporated by reference into this Offer to Purchase. Any statement contained in any document incorporated by reference into this Offer to Purchase shall be deemed to be modified or superseded to the extent that an inconsistent statement is made in this Offer to Purchase or any subsequently filed document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Offer to Purchase.
You can obtain any of the documents incorporated by reference in this document from us or from the SEC’s website at the address described above. We will provide without charge to each person a copy of any and all of the documents referred to herein, who makes a written or oral request, by writing or calling us at the following address or telephone number:
Altice USA, Inc.
1 Court Square West
Long Island City, NY 11101
Attention: Investor Relations
Telephone: (516) 803 2300
Please be sure to include your complete name and address in your request. If you request any incorporated documents, we will promptly mail them to you by first class mail, or another equally prompt means. You may also find additional information by visiting our website at https://www.alticeusa.com. Information on or accessible through our website does not form part of the Offer and is not incorporated by reference in this Offer to Purchase.
11.
Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares
​
A list of our directors and executive officers as of November 23, 2020, is attached to this Offer to Purchase as Schedule I. As of November 19, 2020, there were 354,763,742 Class A shares issued and outstanding and 186,031,390 Class B shares issued and outstanding. At the minimum Final Purchase Price, we would repurchase a maximum of 77,519,379 shares and at the maximum Final Purchase Price, we
 
28

TABLE OF CONTENTS
 
would repurchase a maximum of 69,444,444 Class A shares, which represent approximately 21.9% and 19.6%, respectively, of the Company’s currently issued and outstanding Class A shares.
As of November 19, 2020, our directors and executive officers as a group (14 persons) owned an aggregate of 61,926,317 Class A shares and 182,884,414 Class B shares (which includes equity awards that are scheduled to vest on or prior to January 18, 2021), representing approximately 45.3% of the total number of outstanding shares (including all outstanding stock options that are scheduled to vest on or prior to January 18, 2021). Our directors and executive officers are entitled to participate in the Offer on the same basis as other stockholders.
Our directors and executive officers are entitled to participate in the Offer on the same basis as all other shareholders. The number, if any, of Class A shares to be sold by such directors and executive officers will be determined in their sole discretion. However, our directors and executive officers have informed us that they will not tender any of their shares in the Offer.
After the Offer, our directors and executive officers may, in compliance with applicable law, sell their shares in open market transactions, including through one or more pre-arranged stock trading plans in accordance with Rule 10b5-1 of the Exchange Act, at prices that may be more favorable than the purchase price to be paid to our shareholders in the Offer.
Next Alt has informed us that it will not participate in the Offer. Assuming we purchase 69,444,444 Class A shares in the Offer (the maximum amount at the minimum Final Purchase Price), based on Next Alt’s current share ownership, the proportional beneficial ownership of Next Alt will be approximately 13.4% of the Class A shares, and together with Next Alt’s 98.3% ownership of the Company’s Class B shares (which are convertible into Class A shares on a one for one basis) the proportional beneficial ownership of Next Alt would be approximately 47.2% of the Class A shares on an as converted basis. Assuming Next Alt has not converted its Class B shares into Class A shares prior to the completion of the Offer, based on the above, Next Alt would have 93.6% of the voting power of the Company being held by Next Alt.
The above information regarding potential tenders or sales by our directors and executive officers represents the Company’s understanding of their current intent. The number of Class A shares, if any, to be sold or tendered by each of our directors and executive officers will be determined by the individual in his or her sole discretion. Directors and executive officers of the Company who choose to tender shares in the Offer will be treated by the Company in the same manner as all other tendering stockholders.
Beneficial Ownership
The following table presents certain information as of November 19, 2020 with respect to the beneficial ownership of our Class A shares and Class B shares by:
•
each of our current directors;
​
•
each of our named executive officers;
​
•
all of our directors and executive officers as a group; and
​
•
each stockholder known by us to be the beneficial owner of more than 5% of our outstanding shares of our Class A shares and Class B shares.
​
Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days. Except as disclosed in the footnotes to this table and subject to applicable community property laws, we believe that each stockholder identified in the table possesses sole voting and investment power over all shares of common stock shown as beneficially owned by the stockholder. Unless otherwise indicated in the table or footnotes below, the address for each beneficial owner is c/o Altice USA, Inc., 1 Court Square West, Long Island City, New York 11101.
As of November 19, 2020, we have 354,763,742 shares of our Class A shares and 186,031,390 shares of our Class B shares outstanding.
 
29

TABLE OF CONTENTS

​	​	​	Shares Beneficially Owned	​	​	% Total
Voting
Power(1)	​	
​	​	​	Class A	​	​	Class B	​				
Name of Beneficial Owner	​	​	Number	​	​	%(1)	​	​	Number	​	​	%(1)	​				
5% Stockholders(2)	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Next Alt S.à.r.l.(3)(4)	​	​	​	​	221,212,719	​	​	​	​	​	41.1	​	​	​	​	​	182,883,414	​	​	​	​	​	98.3	​	​	​	​	​	92.4	​	​	
The Goldman Sachs Group(5)	​	​	​	​	35,412,149	​	​	​	​	​	10.0	​	​	​	​	​	—	​	​	​	​	​	—	​	​	​	​	​	*	​	​	
The Vanguard Group Inc.(6)	​	​	​	​	28,102,884	​	​	​	​	​	7.9	​	​	​	​	​	—	​	​	​	​	​	—	​	​	​	​	​	*	​	​	
Soroban Capital Partners LP(7)	​	​	​	​	26,000,000	​	​	​	​	​	7.3	​	​	​	​	​	—	​	​	​	​	​	—	​	​	​	​	​	*	​	​	
Named Executive Officers and Directors(8)	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Dexter Goei(9)(10)	​	​	​	​	13,037,081	​	​	​	​	​	3.7	​	​	​	​	​	—	​	​	​	​	​	—	​	​	​	​	​	*	​	​	
Michael J Grau(10)	​	​	​	​	205,852	​	​	​	​	​	*	​	​	​	​	​	—	​	​	​	​	​	—	​	​	​	​	​	*	​	​	
Charles Stewart(11)	​	​	​	​	1,612,153	​	​	​	​	​	*	​	​	​	​	​	—	​	​	​	​	​	—	​	​	​	​	​	*	​	​	
Abdelhakim Boubazine(10)	​	​	​	​	1,642,166	​	​	​	​	​	*	​	​	​	​	​	—	​	​	​	​	​	—	​	​	​	​	​	*	​	​	
Michael E. Olsen(10)	​	​	​	​	79,938	​	​	​	​	​	*	​	​	​	​	​	—	​	​	​	​	​	—	​	​	​	​	​	*	​	​	
Colleen Schmidt(10)	​	​	​	​	224,301	​	​	​	​	​	*	​	​	​	​	​	—	​	​	​	​	​	—	​	​	​	​	​	*	​	​	
Patrick Drahi(3)(4) (10) (12)	​	​	​	​	227,846,220	​	​	​	​	​	42.3	​	​	​	​	​	182,884,414	​	​	​	​	​	98.3	​	​	​	​	​	92.5	​	​	
Gerrit Jan Bakker	​	​	​	​	29,951	​	​	​	​	​	*	​	​	​	​	​	​	​	​	​	​	​	—	​	​	​	​	​	*	​	​	
Manon Brouillette	​	​	​	​	—	​	​	​	​	​	—	​	​	​	​	​	​	​	​	​	​	​	—	​	​	​	​	​	—	​	​	
David Drahi	​	​	​	​	—	​	​	​	​	​	—	​	​	​	​	​	​	​	​	​	​	​	—	​	​	​	​	​	—	​	​	
Mark Mullen	​	​	​	​	8,500	​	​	​	​	​	*	​	​	​	​	​	​	​	​	​	​	​	—	​	​	​	​	​	*	​	​	
Dennis Okhuijsen	​	​	​	​	​	​	​	​	​	​	—	​	​	​	​	​	​	​	​	​	​	​	—	​	​	​	​	​	—	​	​	
Raymond Svider	​	​	​	​	​	​	​	​	​	​	—	​	​	​	​	​	​	​	​	​	​	​	—	​	​	​	​	​	—	​	​	
All executive officers and directors as a group (14 persons)	​	​	​	​	244,810,731	​	​	​	​	​	45.5	​	​	​	​	​	182,884,414	​	​	​	​	​	98.3	​	​	​	​	​	92.8	​	​	
​
(1)
An asterisk has been provided for any holder with less than 1% of the applicable class of equity or voting power.
​
(2)
5% stockholders have the same applicable voting rights as other holders of Class A shares and Class B shares.
​
(3)
Next Alt S.a r.l. (“Next Alt”) is a personal holding company of Patrick Drahi, who is its controlling shareholder. Next Alt directly and indirectly owns approximately 77.6% of the share capital and voting rights of Altice Europe N.V. Altice Europe N.V. maintains a one-tier board of four executive board members, one of whom is Mr. Drahi, and four non-executive board members. The executive board members are appointed by shareholders at the general meeting at the binding nomination of Next Alt. Altice CVC Lux S.à.r.l. (“Altice CVC”) is an indirect, wholly owned subsidiary of Altice Europe N.V. Accordingly, Next Alt may be deemed to beneficially own the 260,000 shares of Class A shares of the Registrant owned by Altice CVC. Includes 182,883,414 shares of Class B shares. Each share of Class B shares is convertible at any time upon written notice of the holder into one share of Class A shares. Based on information provided by Next Alt, 98.1 million shares of Class B shares are pledged as security (the “Loan Collateral”) for a loan that was entered into by (among others) BidFair Limited (“BidFair”), an entity indirectly wholly owned by Patrick Drahi through Next Alt (the “Loan”). Neither Next Alt nor its controlled affiliates, including BidFair, have any indebtedness, other than the Loan, that is secured by shares of our common stock and it has no indebtedness that requires posting additional share collateral as a result of changes in price of our common stock. In addition, Next Alt has agreed, for the benefit of the lenders under the Loan, not to give security over 34.3 million shares of Altice USA Class B shares held by Next Alt or its subsidiaries. The amortization schedule of the Loan is as follows: $67 million due in October 2020; $271 million due in April 2021; $271 million due in October 2021; $271 million due in April 2022; and $271 million due in October 2022. On each repayment date, at the request of BidFair and subject to certain conditions, the number of Altice USA shares included in the
​
 
30

TABLE OF CONTENTS
 
Loan Collateral can be reduced. Next Alt pledged 33.8 million Class A shares in connection with a series of earlier capped call transactions originally entered in November 2015.
(4)
The principal address for the personal holding companies controlled by Mr. Drahi or his family is 5 rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg and the principal address for Altice Europe and Altice CVC is Oostdam 1, 3441 EM, Woerden, The Netherlands.
​
(5)
Pursuant to Schedule 13G/A filed on February 12, 2020, the amount reported consists of shares beneficially owned, as of December 31, 2019, by The Goldman Sachs Group, Inc. (“GS Group”). The shares owned by the GS Group as a parent holding company are owned, or may be deemed to be beneficially owned, by Goldman Sachs & Co. LLC, a broker or dealer registered under Section 15 of the Act and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. The principal address of the GS Group is 200 West Street New York, NY 10282.
​
(6)
Pursuant to Schedule 13G/A filed on February 12, 2020, the amount reported consists of shares beneficially owned, as of December 31, 2019, by The Vanguard Group (“Vanguard”) with sole dispositive power over 27,859,779 shares and shared dispositive power over 243,105 shares. The principal address of Vanguard is 100 Vanguard Blvd. Malvern, PA 19355.
​
(7)
Pursuant to Schedule 13G filed on November 18, 2019, the amount reported consists of shares beneficially owned, as of November 6, 2019, by Soroban Capital Partners LP (“Soroban”). The address of Soroban is 55 West 46th Street, 32nd Floor New York, NY 10036.
​
(8)
The address for these persons is c/o Altice USA, Inc., 1 Court Square West, Long Island City, NY 11101.
​
(9)
Mr. Goei holds shares individually and through personal holding companies. Mr. Goei has pledged 4,987,397 of his shares of Class A shares to secure loans with a financial institution.
​
(10)
Amounts do not include grants of performance stock units to the named executive officers that will vest on the first day following the dates on which the 30-day volume weighted average trading price of a Class A share equals or exceeds $50.00 (the “$50 PSUs”) and $60.00 (the “$60 PSUs”), respectively, with the following number of Class A shares underlying each $50 PSU and $60 PSU, respectively: Mr. Goei (346,240 and 843,733); Mr. Grau (64,920 and 158,200); Mr. Boubazine (173,120 and 421,867); Mr. Olsen (51,936 and 126,560); and Ms. Schmidt (41,116 and 100,193).
​
(11)
Mr. Stewart has pledged 1,150,000 of his shares of Class A shares to secure loans with a financial institution.
​
(12)
The Class A shares and Class B shares reported as beneficially owned by Next Alt are also reported as beneficially owned by Patrick Drahi. Includes 6,030,897 shares of Class A shares held by UpperNext S.C.S.p. (“Uppernext”). Mr. Drahi is the sole controlling shareholder of Uppernext. Accordingly, Mr. Drahi may be deemed to beneficially own shares of the Registrant held by Uppernext. Includes 1,000 shares of Class A shares and 1,000 shares of Class B shares held by A4 S.A. (“A4”). A4, which is controlled by the family of Mr. Drahi, is an executive board member of Altice Europe. Mr. Drahi is a director of the Registrant, and Next Alt and A4 are parties to a stockholders agreement with the Registrant pursuant to which they have certain rights to appoint directors of the Registrant. Accordingly, Mr. Drahi may be deemed to beneficially own shares of the Registrant held by A4. Mr. Drahi disclaims beneficial ownership of the 1,000 shares of Class A shares and Class B shares held by A4.
​
Recent Securities Transactions
Based on our records and on information provided to us by our directors, executive officers, affiliates and subsidiaries, none of our directors, our executive officers, our affiliates or our subsidiaries, nor, to the best of our knowledge, any person controlling the Company or any executive officer or director of any such controlling entity or of our subsidiaries, has effected any transactions involving the Shares during 60 days prior to the date hereof, except that the Company issued an aggregate of 102,425 shares of Class A shares to Unit holders upon vesting of Units within the last 60 days pursuant to our Carry Unit Plan. For more information about our Carry Unit Plan, see “Agreements and Arrangements — Carry Unit Plan.”
Agreements and Arrangements
Share Repurchase Authorization.   On November 20, 2020, the Altice USA Board of Directors increased the capacity under the Company’s existing share repurchase plan to $7.0 billion in the aggregate
 
31

TABLE OF CONTENTS​
 
of Class A shares. During the past 60 days, the Company has repurchased 25,130,184 Class A shares pursuant to its share repurchase program at an average cost of $28.80 per share. As of November 23, 2020, our capacity under our upsized share repurchase program was approximately $4.3 billion. The repurchase of up to $2.5 billion of our Class A shares in this Offer will constitute a portion of this repurchase program. Commencing at least ten (10) business days following the expiration or termination of the Offer, we may purchase additional Class A shares in the open market subject to market conditions and may also purchase Class A shares in private transactions, exchange offers, tender offers or otherwise. Any of these purchases may be on the same terms as, or on terms more or less favorable to shareholders than, the terms of the Offer.
Our share repurchases generally may be effected through “off-market” share repurchases, including (i) pursuant to Rule 10b5-1 and Rule 10b-18 plans; (ii) accelerated share repurchase programs; (iii) block trades with specified shareholders; and (iv) public self-tender offers, in each case, with the assistance of investment banks as counterparties. Certain of our executive officers have entered into Rule 10b5-1 trading plans.
Amended and Restated 2017 Long Term Incentive Plan.   Our Amended and Restated 2017 Long Term Incentive Plan (the “2017 Plan”) permits the grant of various equity-based awards, including options, restricted shares, restricted share units, stock appreciation rights, performance stock, performance stock units and other awards. Under the 2017 Plan, we may issue up to 54,879,291 shares to our officers, employees and consultants, including our non-executive directors. The Compensation Committee of our Board of Directors has been delegated the authority by our Board of Directors to administer the 2017 Plan. As of November 17, 2020 there were 37,102,346 options and 7,321,310 awards of performance share units outstanding under the 2017 Plan and approximately 9,540,853 Class A shares remained available for issuance under the 2017 Plan. We have not granted any equity awards to our non-employee directors of the Board of Directors.
Carry Unit Plan.   We also maintain the Neptune Management Limited Partnership Carry Unit Plan (the “Carry Unit Plan”) pursuant to which profits interests denominated in units (“Units”) of ownership were granted to participants. Unit holders receive Class A shares at the discretion of the Carry Unit Plan administrator upon vesting in an amount calculated using the fair market value of Units and based on the then trading price of Class A shares. As of November 17, 2020, a total of 6,900,000 Units were outstanding under our Carry Unit Plan, which is equal to approximately 651,052 Class A shares upon vesting and conversion based on the November 17, 2020 closing price of $31.26.
12.
Effects of the Tender Offer on the Market for Shares; Registration under the Exchange Act
​
The purchase by us of shares under the Offer will reduce the number of shares that might otherwise be traded publicly and is likely to reduce the number of shareholders. As a result, trading of a relatively small volume of the shares after consummation of the Offer may have a greater impact on trading prices than would be the case prior to consummation of the Offer.
We believe that there will be a sufficient number of shares outstanding and publicly traded following completion of the Offer to ensure a continued trading market for the shares. Based upon published guidelines of the NYSE, we do not believe that our purchase of shares under the Offer will cause the remaining outstanding shares to be delisted from the NYSE. It is a condition of our obligation to purchase shares pursuant to the Offer that such purchase of shares will not cause the shares to be delisted from the NYSE nor to be held of record by less than 300 persons. See Section 7.
Shares are currently “margin securities” under the rules of the Federal Reserve Board. This has the effect, among other things, of allowing brokers to extend credit to their customers using such shares as collateral. We believe that, following the purchase of shares under the Offer, the shares will continue to be “margin securities” for purposes of the Federal Reserve Board’s margin rules and regulations.
The shares are registered under the Exchange Act, which requires, among other things, that we furnish certain information to our shareholders and the SEC and comply with the SEC’s proxy rules in connection with meetings of our shareholders.
At the maximum Final Purchase Price of $36.00 per share, the Company would purchase 69,444,444 shares if the Offer is fully subscribed, which would represent approximately 19.6% of the issued and
 
32

TABLE OF CONTENTS​​
 
outstanding shares as of November 19, 2020 (or approximately 12.8% of the total issued and outstanding common stock including both Class A and Class B common stock). At the minimum Final Purchase Price of $32.25 share, the Company would purchase 77,519,379 shares if the Offer is fully subscribed, which would represent approximately 21.9% of the issued and outstanding shares as of November 19, 2020 (or approximately 14.3% of the total issued and outstanding common stock including both Class A and Class B common stock).
13.
Legal Matters; Regulatory Approvals
​
We are not aware of any license or regulatory permit that is material to our business that might be adversely affected by our acquisition of shares as contemplated by the Offer or of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic, foreign or supranational, regarding antitrust or any other regulatory matters that would be required for the acquisition or ownership of shares by us as contemplated by the Offer. Should any such approval or other action be required, we presently contemplate that we will seek that approval or other action. We are unable to predict whether we will be required to delay the acceptance for payment of or payment for shares tendered under the Offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial cost or conditions or that the failure to obtain the approval or other action might not result in adverse consequences to its business and financial condition. Our obligations under the Offer to accept for payment and pay for shares is subject to conditions. See Section 7.
14.
Material U.S. Federal Income Tax Consequences
​
General.   The following discussion is a summary of the material U.S. federal income tax consequences to U.S. Holders and Non-U.S. Holders (each as defined below) with respect to a sale of shares for cash pursuant to the Offer. The discussion is based upon the provisions of the Code, Treasury regulations, administrative pronouncements of the Internal Revenue Service (“IRS”) and judicial decisions, all in effect as of the date hereof and all of which are subject to change, possibly with retroactive effect, or differing interpretations. The discussion does not address all aspects of U.S. federal income taxation that may be relevant to a particular shareholder in light of the shareholder’s particular circumstances or to certain types of shareholders subject to special treatment under the U.S. federal income tax laws, such as financial institutions, tax-exempt organizations, insurance companies, dealers in securities or currencies, employee benefit plans, U.S. Holders whose “functional currency” is not the U.S. dollar, former citizens or residents of the United States, persons for whom the sale of shares pursuant to the Offer would constitute a “wash sale” for U.S. federal income tax purposes, taxpayers electing a mark-to-market method of accounting, Non-U.S. Holders that hold (or that held, directly, indirectly or constructively, at any time during the shorter of the five-year period ending on the date of the sale of their shares pursuant to the Offer and their holding period for such shares) 5% or more of the Company’s common stock by vote or value, partnerships or other entities or arrangements treated as partnerships or pass-through entities for U.S. federal income tax purposes (or investors in such entities or arrangements), shareholders holding the shares as part of a conversion transaction or constructive sale transaction, as part of a hedge or hedging transaction, or as a position in a straddle for U.S. federal income tax purposes or persons who received their shares through exercise of employee share options or otherwise as compensation. In addition, the discussion below does not consider the effect of the Medicare tax on net investment income, any alternative minimum taxes, state or local or non-U.S. taxes or any U.S. federal tax laws other than those pertaining to income taxation. The discussion assumes that the shares are held as “capital assets” within the meaning of Section 1221 of the Code (generally, assets held for investment purposes). We have neither requested nor obtained a written opinion of counsel or a ruling from the IRS with respect to the tax matters discussed below.
As used herein, a “U.S. Holder” means a beneficial owner of common stock that is, for U.S. federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that is created or organized in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate, the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust, if (x) a court within the United States is able to exercise primary supervision over the administration of the trust, and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (y) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person for U.S. federal
 
33

TABLE OF CONTENTS
 
income tax purposes. As used herein, a “Non-U.S. Holder” means a beneficial owner of common stock that is neither a U.S. Holder nor an entity or arrangement treated as a partnership for U.S. federal income tax purposes. If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds common stock, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. A partnership holding common stock and partners in such partnership should consult their tax advisors about the U.S. federal income tax consequences of a sale of shares for cash pursuant to the Offer.
The Offer should have no U.S. federal income tax consequences to shareholders that do not tender any shares in the Offer.
Each shareholder should consult its own tax advisor as to the particular U.S. federal income tax consequences to such shareholder of tendering shares pursuant to the Offer and the applicability and effect of any state, local or non-U.S. tax laws and other tax consequences with respect to the Offer.
Material U.S. Federal Income Tax Consequences of the Offer to Tendering U.S. Holders
Characterization of Sale of Shares Pursuant to the Offer.   The sale of shares by a shareholder for cash pursuant to the Offer will be a taxable transaction for U.S. federal income tax purposes. The U.S. federal income tax consequences to a U.S. Holder may vary depending upon the U.S. Holder’s particular facts and circumstances and will generally be treated as either a sale of shares by the U.S. Holder or the receipt of a distribution with respect to the shares. Under Section 302 of the Code, the sale of shares by a shareholder for cash pursuant to the Offer will be treated as a “sale or exchange” of shares for U.S. federal income tax purposes, rather than as a distribution with respect to the shares held by the tendering U.S. Holder, if the sale (i) results in a “complete termination” of the U.S. Holder’s equity interest in us under Section 302(b)(3) of the Code, (ii) is a “substantially disproportionate” redemption with respect to the U.S. Holder under Section 302(b)(2) of the Code, or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder under Section 302(b)(1) of the Code, each as described below (the “Section 302 Tests”). One of the Section 302 Tests must be satisfied in order for the sale of shares by a shareholder for cash pursuant to the Offer to be treated as a sale or exchange of shares for U.S. federal income tax purposes.
Special “constructive ownership” rules will apply in determining whether any of the Section 302 Tests has been satisfied. A U.S. Holder must take into account not only the common stock that is actually owned by the U.S. Holder, but also common stock that is constructively owned by the U.S. Holder within the meaning of Section 318 of the Code. Very generally, a U.S. Holder may constructively own common stock actually owned, and in some cases constructively owned, by certain members of the U.S. Holder’s family and certain entities (such as corporations, partnerships, trusts and estates) in which the U.S. Holder has an equity interest, as well as common stock the U.S. Holder has an option to purchase.
The receipt of cash by a U.S. Holder will be a “complete termination” of the U.S. Holder’s equity interest if either (i) the U.S. Holder owns none of our common stock either actually or constructively immediately after the shares are sold pursuant to the Offer, or (ii) the U.S. Holder actually owns none of our common stock immediately after the sale of shares pursuant to the Offer and, with respect to common stock constructively owned by the U.S. Holder immediately after the Offer, the U.S. Holder is eligible to waive, and effectively waives, constructive ownership of all such common stock under procedures described in Section 302(c)(2) of the Code and the applicable Treasury regulations. U.S. Holders intending to satisfy the “complete termination” test through waiver of the constructive ownership rules should consult their own tax advisors.
The receipt of cash by a U.S. Holder will be a “substantially disproportionate” redemption with respect to the U.S. Holder if (i) the percentage of our outstanding voting common stock (including shares) actually and constructively owned by the U.S. Holder immediately following the sale of shares pursuant to the Offer is less than 80% of the percentage of our outstanding voting common stock (including shares) actually and constructively owned by the U.S. Holder immediately before the sale of shares pursuant to the Offer, and (ii) the percentage of all of our outstanding common stock (including shares) actually and constructively owned by the U.S. Holder immediately following the sale of shares pursuant to the Offer is less than 80% of the percentage of all of our outstanding common stock (including shares) actually and constructively owned by the U.S. Holder immediately before the sale of shares pursuant to the Offer.
 
34

TABLE OF CONTENTS
 
Even if the receipt of cash by a U.S. Holder fails to satisfy the “complete termination” test or the “substantially disproportionate” test, a U.S. Holder may nevertheless satisfy the “not essentially equivalent to a dividend” test if the U.S. Holder’s surrender of shares pursuant to the Offer results in a “meaningful reduction” in the U.S. Holder’s interest in us. Whether the receipt of cash by a U.S. Holder will be “not essentially equivalent to a dividend” will depend upon the U.S. Holder’s particular facts and circumstances. The IRS has indicated in published rulings that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute a “meaningful reduction.”
Contemporaneous dispositions or acquisitions of common stock by a U.S. Holder or related individuals or entities may be deemed to be part of a single integrated transaction and may be taken into account in determining whether the Section 302 Tests have been satisfied. Each U.S. Holder should be aware that, because proration may occur in the Offer, even if all the shares actually and constructively owned by a shareholder are tendered pursuant to the Offer, fewer than all of these shares may be purchased by us. Thus, proration may affect whether the sale of shares by a shareholder pursuant to the Offer will meet any of the Section 302 Tests. See Section 6 for information regarding an option to make a conditional tender of a minimum number of shares. U.S. Holders should consult their own tax advisors regarding whether to make a conditional tender of a minimum number of shares, and the appropriate calculation thereof.
Further, if other holders sell a greater percentage of their shares pursuant to the Offer than a particular U.S. Holder, the U.S. Holder’s proportionate interest in us may increase immediately following the Offer even if that U.S. Holder sells shares for cash pursuant to the Offer and does not (actually or constructively) acquire any other common stock, and that would cause the U.S. Holder not to meet any of the Section 302 Tests.
U.S. Holders should consult their own tax advisors regarding the application of the three Section 302 Tests to their particular facts and circumstances, including the effect of the constructive ownership rules on their sale of shares pursuant to the Offer.
Sale or Exchange Treatment.   If any of the above three Section 302 Tests is satisfied, and the sale of the shares pursuant to the Offer is therefore treated as a “sale or exchange” for U.S. federal income tax purposes, the tendering U.S. Holder will recognize gain or loss equal to the difference, if any, between the amount of cash received by the U.S. Holder and such holder’s adjusted tax basis in the shares sold pursuant to the Offer. Generally, a U.S. Holder’s adjusted tax basis in the shares will be equal to the cost of the shares to the U.S. Holder. Any gain or loss will be capital gain or loss, and generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the shares that were sold exceeds one year as of the date of the purchase by us pursuant to Offer. Certain non-corporate U.S. Holders (including individuals) are generally eligible for reduced rates of U.S. federal income tax in respect of long-term capital gain. A U.S. Holder’s ability to deduct capital losses is subject to limitations under the Code. A U.S. Holder must calculate gain or loss separately for each block of shares (generally, shares acquired at the same cost in a single transaction) that we purchase from the U.S. Holder pursuant to the Offer. A U.S. Holder tendering its shares in the Offer may be able to designate, generally through its broker, which blocks of shares it wishes to tender in the Offer if less than all of its shares are tendered in the Offer, and the order in which different blocks will be purchased by us in the event of proration under the Offer. U.S. Holders owning more than one block of shares should consult their tax advisors concerning the mechanics and desirability of any such designation and the tax consequences of tendering shares pursuant to the Offer.
Distribution Treatment.   If none of the Section 302 Tests is met with respect to a U.S. Holder, amounts received by such U.S. Holder pursuant to the Offer will be treated as a distribution with respect to such U.S. Holder’s shares. The distribution will be taxable to the U.S. Holder as a “dividend” to the extent of such U.S. Holder’s allocable share of the Company’s current or accumulated earnings and profits. Provided that minimum holding period requirements are met, non-corporate U.S. Holders (including individuals) generally will be subject to U.S. federal income taxation at the reduced rates applicable to long-term capital gains on amounts treated as dividends. To the extent the amount of the distribution exceeds the amount treated as a dividend, the excess will constitute a non-taxable return of capital to the extent of the U.S. Holder’s tax basis in the relevant shares, and any remaining portion will be treated as capital gain from the sale or exchange of shares. Any such capital gain will be long-term capital gain if the U.S. Holder’s holding period for the shares on the date of the sale exceeds one year. If the amounts received by a tendering U.S.
 
35

TABLE OF CONTENTS
 
Holder are treated as a “dividend,” the tax basis (after an adjustment for non-taxable return of capital discussed above) in the shares sold pursuant to the Offer will be added to any remaining shares held by such U.S. Holder. A dividend received by a corporate U.S. Holder may be (i) eligible for a dividends-received deduction (subject to applicable requirements, exceptions and limitations) and (ii) subject to the “extraordinary dividend” provisions of Section 1059 of the Code. U.S. Holders that are corporations for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal tax consequences of the Offer to them in light of their particular circumstances.
The determination of whether a corporation has current or accumulated earnings or profits is complex and the legal standards to be applied are subject to uncertainties and ambiguities. Additionally, whether a corporation has current earnings and profits can be determined only at the end of the taxable year. Accordingly, if the sale of shares pursuant to the Offer is treated as a distribution rather than a sale or exchange under Section 302 of the Code, the extent to which such sale is treated as a dividend is unclear.
We cannot predict whether or the extent to which the Offer will be oversubscribed. If the Offer is oversubscribed, proration of tenders pursuant to the Offer will cause us to accept fewer shares than are tendered. Therefore, a U.S. Holder can be given no assurance that a sufficient number of such U.S. Holder’s shares will be purchased pursuant to the Offer to ensure that such purchase will be treated as a sale or exchange, rather than as a distribution, for U.S. federal income tax purposes pursuant to the rules discussed above.
Material U.S. Federal Income Tax Consequences of the Offer to Tendering Non-U.S. Holders
If a sale by a Non-U.S. Holder of shares pursuant to the Offer qualifies as a sale or exchange under any of the Section 302 Tests described above, then any gain recognized by such Non-U.S. Holder on the sale generally will not be subject to U.S. federal income tax unless (i) such gain is “effectively connected” with a trade or business carried on by the Non-U.S. Holder within the United States (and if an income tax treaty applies, is attributable to a permanent establishment of the Non-U.S. Holder within the United States) or (ii) the Non-U.S. Holder is an individual who is physically present in the United States for 183 days or more during the taxable year of the sale and certain other conditions are met.
If the repurchase of shares pursuant to the Offer from a Non-U.S. Holder does not satisfy any of the Section 302 Tests described above, amounts received by such Non-U.S. Holder pursuant to the Offer will be treated as a distribution to the Non-U.S. Holder with respect to such Non-U.S. Holder’s shares. The treatment for U.S. federal income tax purposes of such distribution as a dividend, return of capital, or as gain from the sale of shares will be determined in the manner described above under “Material U.S. Federal Income Tax Consequences of the Offer to Tendering U.S. Holders.” In general, any amount that constitutes a dividend for U.S. federal income tax purposes will be subject to U.S. withholding tax at a rate of 30% (or such lower rate as may be specified pursuant to an applicable income tax treaty) unless the dividend is “effectively connected” with a trade or business conducted by the Non-U.S. Holder within the United States (and, if required pursuant to an applicable income tax treaty, is attributable to a permanent establishment of the Non-U.S. Holder within the United States), in which case such dividend generally will be subject to U.S. federal income tax on a net income basis, in the same manner as if the Non-U.S. Holder were a resident of the United States. A Non-U.S. Holder that is a corporation may be subject to an additional “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) with respect to any effectively connected earnings and profits (subject to certain adjustments).
Because the satisfaction of the Section 302 Tests described above is dependent on matters of fact, the withholding agent generally will presume, for withholding purposes, that all amounts paid to Non-U.S. Holders pursuant to the Offer are treated as distributions in respect of their shares. Accordingly, as described in Section 3 above, a Non-U.S. Holder should expect that a withholding agent will likely withhold U.S. federal income tax on the gross proceeds payable to a Non-U.S. Holder pursuant to the Offer at a rate of 30% unless the Non-U.S. Holder provides the withholding agent with a validly completed and executed IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E reflecting that no or reduced withholding is required. See Section 3 for additional information. Non-U.S. Holders should consult their own tax advisors regarding the particular tax consequences to them of selling shares in the Offer, including the application
 
36

TABLE OF CONTENTS​
 
of the 30% U.S. federal withholding tax, their potential eligibility for a reduced rate of, or exemption from, such withholding tax, and their potential eligibility for, and procedures for claiming, a refund of any such withholding tax.
In addition, a payment to a Non-U.S. Holder treated as a dividend may be subject to withholding at a 30% rate (rather than a lower treaty rate) unless, pursuant to the Foreign Account Tax Compliance Act, the regulations promulgated thereunder, official interpretations thereof or any intergovernmental agreement (or guidance thereunder) entered into pursuant thereto, such Non-U.S. Holder or any entity through which it receives such dividends has provided the withholding agent with certain information with respect to its or such entity’s direct and indirect U.S. owners, and if such Non-U.S. Holder is or holds our shares through a foreign financial institution, such institution has entered into an agreement with the U.S. government to collect and provide to the U.S. tax authorities information about its accountholders (including certain investors in such institution or entity) or has satisfied the requirements of an applicable intergovernmental agreement and such Non-U.S. Holder has provided any required information to such institution.
Information Reporting and Backup Withholding
Payments made in connection with the Offer may be subject to information reporting to the IRS and, as described in Section 3 above, possible backup withholding (at a 24% rate). Backup withholding may apply to payments of gross proceeds to a U.S. Holder unless the shareholder provides its correct taxpayer identification number, certifies that it is not subject to backup withholding and otherwise complies with the backup withholding rules. Each U.S. Holder tendering its shares pursuant to the Offer should complete and sign the IRS Form W-9 included with the Letter of Transmittal in order to provide the information and certifications necessary to avoid backup withholding.
Certain shareholders (including, among others, corporations) are not subject to these information reporting and backup withholding tax rules. See Instruction 10 of the Letter of Transmittal for additional information about backup withholding. Backup withholding and information reporting generally will not apply to payments of gross proceeds pursuant to the Offer to a Non-U.S. Holder if the Non-U.S. Holder submits a properly completed, applicable IRS Form W-8, signed under penalties of perjury, attesting to such holder’s non-U.S. status and otherwise complies with the backup withholding rules. Backup withholding is not an additional tax. Amounts withheld under the backup withholding rules may be credited against the shareholder’s U.S. federal income tax liability and may entitle the shareholder to a refund of any excess amounts withheld, provided that the required information is timely furnished by the shareholder to the IRS.
The above discussion is not intended to constitute a complete analysis of all U.S. tax consequences relating to participating in the Offer. You should consult your own tax advisor concerning the tax consequences applicable in your particular situation.
15.
Extension of the Tender Offer; Termination; Amendment
​
Notwithstanding anything to the contrary contained herein, we expressly reserve the right, in our sole discretion, at any time and from time to time, and regardless of whether or not any of the events set forth in Section 7 shall have occurred or shall be deemed by us to have occurred, to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and payment for, any shares by giving oral or written notice of such extension to the Depositary and making a public announcement of such extension. We also expressly reserve the right to terminate the Offer and not accept for payment or pay for any shares not theretofore accepted for payment or paid for or, subject to applicable law, to postpone payment for shares upon the occurrence of any of the conditions specified in Section 7 hereof by giving oral or written notice of such termination or postponement to the Depositary and making a public announcement of such termination or postponement. Our reservation of the right to delay payment for shares which we have accepted for payment is limited by Rule 13e-4(f)(5) promulgated under the Exchange Act, which requires that we pay the consideration offered or return the shares tendered promptly after termination or withdrawal of a tender offer. Subject to compliance with applicable law, we further reserve the right, in our sole discretion, and regardless of whether any of the events set forth in Section 7 shall have occurred or shall be deemed by us to have occurred, to amend the Offer in any respect, including, without limitation, by decreasing or increasing the consideration offered in the Offer to holders of shares or by decreasing or increasing the aggregate value of shares being sought in the Offer. Amendments to the Offer may be made at any time and
 
37

TABLE OF CONTENTS​​
 
from time to time effected by public announcement, such announcement, in the case of an extension, to be issued no later than 9:00 a.m., New York City time, on the next business day after the last previously scheduled or announced Expiration Time. Any public announcement made under the Offer will be disseminated promptly to shareholders in a manner reasonably designed to inform shareholders of such change. Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law, we shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a release through Business Wire or another comparable service. In addition, we would file such press release as an exhibit to the Schedule TO.
If we materially change the terms of the Offer or the information concerning the Offer, we will extend the Offer to the extent required by Rules 13e-4(d)(2), 13e-4(e)(3) and 13e-4(f)(1) promulgated under the Exchange Act. These rules and certain related releases and interpretations of the SEC provide that the minimum period during which a tender offer must remain open following material changes in the terms of the Offer or information concerning the Offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of such terms or information; however, in no event will the Offer remain open for fewer than five (5) business days following such a material change in the terms of, or information concerning, the Offer. If (1)(a) we change either of the per share purchase price options or add additional per share purchase price options, (b) decrease the aggregate value of shares being sought in the Offer (and thereby decrease the number of shares purchasable in the Offer), or (c) increase the aggregate value of shares being sought in the Offer (and thereby increase the number of shares purchasable in the Offer), and, such increase in the number of shares purchasable in the Offer exceeds 2% of our outstanding shares and (2) the Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth (10th) business day from, and including, the date on which such notice of an increase or decrease is first published, sent or given to security holders in the manner specified in this Section 15, the Offer will be extended until the expiration of such period of ten (10) business days.
16.
Fees and Expenses
​
We have retained D.F. King & Co., Inc. to act as Information Agent and American Stock Transfer & Trust Company, LLC to act as Depositary in connection with the Offer. The Information Agent may contact holders of shares by mail, facsimile and personal interviews and may request brokers, dealers and other nominee shareholders to forward materials relating to the Offer to beneficial owners. The Information Agent and the Depositary will each receive reasonable and customary compensation for their respective services, will be reimbursed by us for reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection with the Offer, including certain liabilities under the federal securities laws.
Additionally, Goldman Sachs & Co. LLC is acting as our financial advisor in connection with the Offer. Goldman Sachs & Co. LLC will not be compensated for its services.
We will not pay any fees or commissions to brokers, dealers, commercial banks, trust companies or other persons (other than fees to the Information Agent and the Depositary as described above) for soliciting tenders of shares pursuant to the Offer. Shareholders holding shares through brokers, dealers, commercial banks, trust companies or other nominees are urged to consult such persons to determine whether transaction costs may apply if shareholders tender shares through by them and not directly to the Depositary. We will, however, upon request, reimburse brokers, dealers, commercial banks, trust companies and other nominees for customary mailing and handling expenses incurred by them in forwarding the Offer and related materials to the beneficial owners of shares held by them as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank or trust company has been authorized to act as our agent or the agent of the Information Agent or the Depositary for purposes of the Offer. We will pay or cause to be paid all stock transfer taxes, if any, on our purchase of shares, except as otherwise provided in Instruction 7 in the Letter of Transmittal.
Certain officers and employees of the Company may render services in connection with the Offer but they will not receive any additional compensation for such services.
17.
Miscellaneous
​
We are not aware of any jurisdiction where the making of the Offer is prohibited by administrative or judicial action pursuant to any valid state statute. If we become aware of any valid state statute prohibiting
 
38

TABLE OF CONTENTS
 
the making of the Offer or the acceptance of the Class A shares pursuant thereto, we will make a good faith effort to comply with such statute or seek to have such statute declared inapplicable to the Offer. If, after this good faith effort, we cannot comply with the state statute, subject to applicable law, the Offer will not be made to holders of the Class A shares in that state. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, we will endeavor to make arrangements to have the Offer made on our behalf by one or more registered brokers or dealers licensed under the laws of such jurisdictions.
Pursuant to Rule 13e-4(c)(2) under the Exchange Act, we have filed with the SEC an Issuer Tender Offer Statement on Schedule TO, which contains additional information with respect to the Offer (the “Schedule TO”). Copies of the Schedule TO, including the exhibits and any amendments and supplements thereto, may be obtained at the same places and in the same manner as is set forth in Section 10 with respect to information concerning us.
You should only rely on the information contained in this document or to which we have referred you. Neither we, nor the Information Agent or Depositary have authorized any person to make any recommendation as to whether you should tender or refrain from tendering your shares or as to the price or prices at which you may choose to tender your shares in the Offer. Neither we, nor the Information Agent or Depositary have authorized any person to give any information or to make any representation in connection with the Offer other than those contained in this document or in the related Letter of Transmittal. If given or made, any recommendation or any such information or representation must not be relied upon as having been authorized by us, the Information Agent or the Depositary.
November 23, 2020
 
39

TABLE OF CONTENTS
 
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF ALTICE USA, INC.
The following table sets forth the names and positions of the directors and executive officers Altice USA, Inc. The address of each of our directors and executive officers is care of Altice USA, Inc., 1 Court Square West, Long Island City, NY 11101 (Telephone: (516) 803 2300).
Name	​	​	Position(s)	​	
Officers	​	​	​	​	
Michael J. Grau	​	​	Executive Vice President, Chief Financial Officer	​	
Abdelhakim Boubazine	​	​	President, Telecom and Chief Operating Officer	​	
Michael E. Olsen	​	​	Executive Vice President, General Counsel and Secretary	​	
Colleen Schmidt	​	​	Executive Vice President, Human Resources	​	
Directors	​	​	​	​	
Patrick Drahi	​	​	Chairman of the Board	​	
Dexter Goei	​	​	Chief Executive Officer and Director	​	
Gerrit Jan Bakker	​	​	Director	​	
Manon Brouillette	​	​	Director	​	
David Drahi	​	​	Director	​	
Mark Mullen	​	​	Director	​	
Dennis Okhuijsen	​	​	Director	​	
Raymond Svider	​	​	Director	​	
Charles Stewart	​	​	Director	​	
 
40

TABLE OF CONTENTS
 
Facsimile copies of the Letter of Transmittal, properly completed and duly executed, will be accepted. The Letter of Transmittal, certificates for shares and any other required documents should be sent or delivered by each shareholder of the Company or his or her broker, dealer, commercial bank, trust company or other nominee to the Depositary as follows:
The Depositary for the Offer is:

​	By Mail:
American Stock Transfer & Trust
Company, LLC
Operations Center
Attn: Reorganization Department
6201 15th Avenue
Brooklyn, New York 11219	​	​	By Facsimile Transmission (for
eligible institutions only):
1-718-234-5001	​	​	By Hand or Courier:
American Stock Transfer & Trust
Company, LLC
Operations Center
Attn: Reorganization Department
6201 15th Avenue
Brooklyn, New York 11219	​	
For Assistance Call: 1-877-248-6417 or 1-718-921-8317
DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.
Questions and requests for assistance or for additional copies of this Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the Information Agent at the telephone numbers and location listed below. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
D.F. King & Co., Inc.
48 Wall Street — 22nd Floor
New York, New York 10005
Banks and broker call: (212) 269-5550
All others call toll free: (866) 745-0271
Email: atus@dfking.com

​
 
 Exhibit 99.(a)(1)(B)​
LETTER OF TRANSMITTAL
TO TENDER CLASS A COMMON STOCK
PURSUANT TO THE OFFER TO PURCHASE
DATED NOVEMBER 23, 2020
by
ALTICE USA, INC.
of
UP TO $2.5 BILLION OF SHARES OF ITS CLASS A COMMON STOCK
AT A PURCHASE PRICE NOT GREATER THAN $36.00 PER SHARE NOR LESS THAN $32.25 PER SHARE
​	​	THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
ONE (1) MINUTE AFTER 11:59 P.M., NEW YORK CITY TIME, ON MONDAY, DECEMBER 21, 2020,
UNLESS THE OFFER IS EXTENDED.	​	​	
The Depositary for the Offer is:

​	By Mail:
American Stock Transfer & Trust
Company, LLC
Operations Center
Attn: Reorganization Department
6201 15th Avenue
Brooklyn, New York 11219	​	​	By Facsimile Transmission
(for eligible institutions only):
1-718-234-5001	​	​	By Hand or Courier:
American Stock Transfer & Trust
Company, LLC
Operations Center
Attn: Reorganization Department
6201 15th Avenue
Brooklyn, New York 11219	​	
For Assistance Call: 1-877-248-6417 or 1-718-921-8317
The instructions set forth in this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.
​	​	Indicate below the order (by certificate number) in which shares are to be purchased in the event of proration (attach additional signed list if necessary). If you do not designate an order, if less than all shares tendered are purchased due to proration, shares will be selected for purchase by the Depositary. See Instruction 16.	​	​	
​	​	1st:     2nd:     3rd:     4th:     5th:  	​	​	
​	​	☐
Lost Certificates. I have lost my certificate(s) for   shares and require assistance in
replacing the shares. (See Instruction 13).	​	​	

​

​	​	DESCRIPTION OF SHARES TENDERED (See Instructions 3 and 4)​	​	​	
 ​	​	Name(s) and Address(es) of Registered Holders(s)
(Please fill in, if blank, exactly as name(s)
appear(s) on certificate(s))	​	​	​	Class A Common Stock Tendered
(Attach Additional Signed List if Necessary)	​	​	
​	​	​	​	​	​	Certificate
Number(s)*	​	​	​	Total Number
of Shares
Represented by
Certificate(s)*	​	​	​	Number of Shares
Tendered**	​	​	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
​	​	 *
Need not be completed if shares are tendered by book-entry transfer.
​	​	​	
​	​	**
Unless otherwise indicated, it will be assumed that all shares described above are being tendered. See Instruction 4.
​	​	​	
This Letter of Transmittal is to be used either if certificates for shares (as defined below) are to be forwarded herewith or, unless an agent’s message (as defined in Section 3 of the Offer to Purchase (as defined below)) is utilized, if delivery of shares is to be made by book-entry transfer to an account maintained by the Depositary (as defined below) at the book-entry transfer facility (as defined in Section 3 of the Offer to Purchase) pursuant to the procedures set forth in Section 3 of the Offer to Purchase. Tendering stockholders whose certificates for shares are not immediately available or who cannot deliver either the certificates for, or a book-entry confirmation (as defined in Section 3 of the Offer to Purchase) with respect to, their shares and all other documents required hereby to the Depositary prior to the Expiration Time (as defined in Section 1 of the Offer to Purchase) must tender their shares in accordance with the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. See Instruction 2.
Your attention is directed in particular to the following:
1.
If you want to retain your shares, you do not need to take any action.
​
2.
If you want to participate in the Offer (as defined below) and wish to maximize the chance that the Company (as defined below) will accept for payment the shares you are tendering by this Letter of Transmittal, you should check the box in the section captioned “Shares Tendered At Price Determined Under the Offer” below under the section captioned “Price (in Dollars) Per Share At Which Shares Are Being Tendered” and complete the other portions of this Letter of Transmittal as appropriate. You should understand that this election may effectively lower the Final Purchase Price (as defined below) and could result in your shares being purchased at the minimum price of $32.25 per share, a price that is below the closing market price for the shares on November 20, 2020, the last full trading day before announcement and commencement of the Offer, when the New York Stock Exchange (“NYSE”) closing price was $32.27 per share.
​
3.
If you wish to select a specific price at which you will be tendering your shares, you should check one of the boxes in the section captioned “Shared Tendered At Price Determined by Stockholder” under the section captioned “Price (in Dollars) Per Share At Which Shares Are Being Tendered” below and complete the other portions of this Letter of Transmittal as appropriate.
​
 
2

​
 
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
☐
CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):
​
​	Name of Tendering Institution: 
 	​	
​	Account Number:	​	​	Transaction Code Number:	​	
​
☐
CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY. ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
​
​	Name (s) of Registered Owner (s): 
 	​	
​	Date of Execution of Notice of Guaranteed Delivery: 
 	​	
​	Name of Institution that Guaranteed Delivery: 
 	​	
​	If delivered by book-entry transfer, check box: ☐	​	
 
3

​
 
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
(See Instruction 5)
THE UNDERSIGNED IS TENDERING SHARES AS FOLLOWS (CHECK ONLY ONE BOX UNDER (1) OR (2) BELOW):
1.
SHARES TENDERED AT PRICE DETERMINED UNDER THE OFFER
​
By checking the box below INSTEAD OF ONE OF THE BOXES UNDER “Shares Tendered At Price Determined By Stockholder,” the undersigned hereby tenders shares at the purchase price as shall be determined by the Company in accordance with the Offer.
☐
The undersigned wants to maximize the chance that the Company will accept for payment the shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this box instead of one of the price boxes below, the undersigned hereby tenders shares at, and is willing to accept, the purchase price determined by the Company in accordance with the terms of the Offer. The undersigned understands that this action will result in the undersigned’s shares being deemed to be tendered at the minimum price of $32.25 per share for purposes of determining the Final Purchase Price. This may effectively lower the Final Purchase Price and could result in the undersigned receiving a per share price as low as $32.25, a price that is below the closing market price for the shares on November 20, 2020, the last full trading day before announcement and commencement of the Offer, when the NYSE closing price was $32.27 per share.
​
2.
SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER
​
By checking ONE of the following boxes INSTEAD OF THE BOX UNDER “Shares Tendered At Price Determined Under The Offer,” the undersigned hereby tenders shares at the price checked. The undersigned understands that this action could result in the Company purchasing none of the shares tendered hereby if the purchase price determined by the Company for the shares is less than the price checked below.
​	☐ $32.25	​	​	☐ $33.50	​	​	☐ $34.75	​	​	☐ $36.00	​	
​	☐ $32.50	​	​	☐ $33.75	​	​	☐ $35.00	​	​	​	​	
​	☐ $32.75	​	​	☐ $34.00	​	​	☐ $35.25	​	​	​	​	
​	☐ $33.00	​	​	☐ $34.25	​	​	☐ $35.50	​	​	​	​	
​	☐ $33.25	​	​	☐ $34.50	​	​	☐ $35.75	​	​	​	​	
CHECK ONLY ONE BOX UNDER (1) OR (2) ABOVE. IF MORE THAN ONE BOX IS CHECKED ABOVE OR IF NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES.
A STOCKHOLDER DESIRING TO TENDER SHARES AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH SHARES ARE TENDERED. THE SAME SHARES CANNOT BE TENDERED AT MORE THAN ONE PRICE UNLESS PREVIOUSLY PROPERLY WITHDRAWN AS PROVIDED IN SECTION 4 OF THE OFFER TO PURCHASE.
 
4

​

​	​	ODD LOTS
(See Instruction 15)	​	​	
​	​	      To be completed ONLY if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares. The undersigned either (check one box):	​	​	
​	​	☐
is the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered; or
​	​	​	
​	​	☐
is a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s), shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 shares and is tendering all of the shares.
​	​	​	
​	​	CONDITIONAL TENDER
(See Instruction 14)	​	​	
​	​	      A tendering stockholder may condition the tender of shares upon the Company purchasing a specified minimum number of the shares tendered, all as described in Section 6 of the Offer to Purchase. Unless at least the minimum number of shares you indicate below is purchased by the Company pursuant to the terms of the Offer, none of the shares tendered by you will be purchased. It is the tendering stockholder’s responsibility to calculate the minimum number of shares that must be purchased if any are purchased, and each stockholder is urged to consult his, her or its own tax advisor before completing this section. Unless this box has been checked and a minimum specified, your tender will be deemed unconditional.	​	​	
​	​	☐
The minimum number of shares that must be purchased from me, if any are purchased from
​
me, is:   shares.	​	​	
​	​	      If, because of proration, the minimum number of shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his, her or its shares and checked this box:	​	​	
​	​	☐
The tendered shares represent all shares held by the undersigned.
​	​	​	

5

​
 
Ladies and Gentlemen:
The undersigned hereby tenders to Altice USA, Inc. (the “Company”) the above-described Class A common stock, $0.01 par value per share (the “Class A common stock” or “shares”), of the Company, on the terms and subject to the conditions set forth in the Company’s Offer to Purchase dated November 23, 2020 (the “Offer to Purchase”), and this Letter of Transmittal (which, together with any amendments or supplements thereto or hereto, collectively constitute the “Offer”), receipt of which is hereby acknowledged. Capitalized terms used herein without definition have the meanings set forth in the Offer to Purchase.
Subject to and effective on acceptance for payment of, and payment for, the shares tendered with this Letter of Transmittal in accordance with the terms and subject to the conditions of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company, all right, title and interest in and to all the shares that are being tendered hereby and irrevocably constitutes and appoints American Stock Transfer & Trust Company, LLC (the “Depositary”), the true and lawful agent and attorney-in-fact of the undersigned (understanding that the Depositary is also acting as agent for the Company), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to the full extent of the undersigned’s rights with respect to such shares, to (a) deliver certificates for such shares or transfer ownership of such shares on the account books maintained by the book-entry transfer facility, together, in any such case, with all accompanying evidences of transfer and authenticity to, or upon the order of the Company, (b) present such shares for cancellation and transfer on the Company’s books and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such shares, all in accordance with the terms and subject to the conditions of the Offer.
The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the shares tendered hereby and that, when the same are accepted for purchase by the Company, the Company will acquire good title thereto, free and clear of all security interests, liens, restrictions, claims and encumbrances, and the same will not be subject to any adverse claim or right. The undersigned will, on request by the Depositary or the Company, execute and deliver any additional documents deemed by the Depositary or the Company to be necessary or desirable to complete the sale, assignment and transfer of the shares tendered hereby, all in accordance with the terms of the Offer.
All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal shall be binding on the successors, assigns, heirs, personal representatives, executors, administrators and other legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. The valid tender of shares by the undersigned by one of the procedures described in the Offer to Purchase will constitute a binding agreement between the undersigned and the Company on the terms of, and subject to the conditions to, the Offer, which agreement will be governed by the laws of the State of New York.
The undersigned understands that the valid tender of shares pursuant to any of the procedures described in Section 3 of the Offer to Purchase and in the instructions to this Letter of Transmittal will constitute a binding agreement between the undersigned and the Company on the terms and subject to the conditions of the Offer.
It is a violation of Rule 14e-4 promulgated under the Exchange Act (as defined in the Offer to Purchase) for a person acting alone or in concert with others, directly or indirectly, to tender shares for such person’s own account unless at the time of tender and at the Expiration Time such person has a “net long position” in (a) the shares that is equal to or greater than the amount tendered and will deliver or cause to be delivered such shares for the purpose of tender to the Company within the period specified in the Offer, or (b) other securities immediately convertible into, exercisable for or exchangeable into shares (“Equivalent Securities”) that is equal to or greater than the amount tendered and, upon the acceptance of such tender, will acquire such shares by conversion, exchange or exercise of such Equivalent Securities to the extent required by the terms of the Offer and will deliver or cause to be delivered such shares so acquired for the purpose of tender to the Company within the period specified in the Offer. Rule 14e-4 also provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. A tender of shares made pursuant to any method of delivery set forth in this Letter of Transmittal will constitute the undersigned’s representation and warranty to the Company that (a) the undersigned has a “net long position” in shares or
 
6

​
 
Equivalent Securities being tendered within the meaning of Rule 14e-4, and (b) such tender of shares complies with Rule 14e-4.
The name(s) and address(es) of the registered holder(s) should be printed, if they are not already printed above, exactly as they appear on the certificates evidencing shares tendered. The certificate numbers, the number of shares evidenced by the certificates, the number of shares that the undersigned wishes to tender, and the price at which the shares are being tendered should be set forth in the appropriate boxes above.
The undersigned understands that the Company will designate a single per share price that the Company will pay for shares properly tendered and not properly withdrawn from the Offer, taking into account the total number of shares tendered and the prices specified by tendering stockholders. The Company will select the lowest purchase price, not greater than $36.00 per share nor less than $32.25 per share, that will allow it to purchase Class A common stock having an aggregate purchase price of $2.5 billion, or a lower amount depending on the number of Class A common stock properly tendered and not properly withdrawn (such purchase price, the “Final Purchase Price”). Only shares validly tendered at prices at or below the Final Purchase Price, and not properly withdrawn, will be eligible for purchase in the Offer. All Class A common stock acquired in the Offer will be acquired at the Final Purchase Price, including those shares of Class A common stock tendered at a price lower than the Final Purchase Price. However, due to the “odd lot” priority, proration and conditional tender offer provisions described in this Offer to Purchase, all of the shares tendered may not be purchased if the number of shares properly tendered at or below the Final Purchase Price and not properly withdrawn have an aggregate value in excess of $2.5 billion (based on the Final Purchase Price).
The Company will purchase only those shares properly tendered and not properly withdrawn upon the terms and conditions of the Offer. All shares accepted for payment will be paid promptly after the Expiration Time, to the seller in cash, less any applicable withholding taxes and without interest. At the maximum Final Purchase Price of $36.00 per share, the Company would purchase 69,444,444 shares if the Offer is fully subscribed, which would represent approximately 19.6% of the issued and outstanding shares of Class A common stock as of November 19, 2020 (or approximately 12.8% of the total issued and outstanding common stock including both Class A and Class B common stock). At the minimum Final Purchase Price of $32.25 per share, the Company would purchase 77,519,379 shares if the Offer is fully subscribed, which would represent approximately 21.9% of the issued and outstanding shares of Class A common stock as of November 19, 2020 (or approximately 14.3% of the total issued and outstanding common stock including both Class A and Class B common stock).
Shares not purchased in the Offer will be returned at the Company’s expense promptly following the expiration of the Offer. The Company reserves the right, in its sole discretion, to change the stockholders’ per share purchase price options and to increase or decrease the aggregate value of shares sought in the Offer, subject to applicable law.
In accordance with the rules of the U.S. Securities and Exchange Commission, the Company may purchase in the Offer up to an additional 2% of the Company’s outstanding shares without amending or extending the Offer.
The Company will not purchase fractional shares, and the total number of shares the Company purchases will be rounded down to the largest number of whole shares that can be purchased for up to $2.5 billion.
Unless otherwise indicated herein under “Special Payment Instructions,” please issue the check for payment of the purchase price and/or return any certificates for shares not tendered or accepted for payment in the name(s) of the registered holder(s) appearing under “Description of Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for payment of the purchase price and/or return any certificates for shares not tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing under “Description of Shares Tendered.” In the event that both the “Special Delivery Instructions” and the “Special Payment Instructions” are completed, please issue the check for payment of the purchase price and/or return any certificates for shares not tendered or accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and deliver such check and/or return such certificates (and any
 
7

​
 
accompanying documents, as appropriate) to, the person or persons so indicated. Please credit any shares tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at the book-entry transfer facility designated above. The undersigned recognizes that the Company has no obligation pursuant to the “Special Payment Instructions” to transfer any shares from the name of the registered holder(s) thereof if the Company does not accept for payment any of the shares so tendered. The undersigned acknowledges that, as described in Instruction 7, if payment of the purchase price is to be made to, or if shares not tendered or accepted for payment are to be registered in the name of, any person(s) other than the registered owner(s), or if shares tendered hereby are registered in the name(s) of any person(s) other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered owner(s) or such person(s)) payable on account of the transfer to such person(s) will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted with this Letter of Transmittal.
NOTE: SIGNATURE MUST BE PROVIDED ON THE NEXT PAGE.
 
8

​

​	​	SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 6, 7 and 8)	​	​	
​	​	      To be completed ONLY if certificates for shares not tendered or not accepted for payment and/or the check for payment of the purchase price of shares accepted for payment are to be issued in the name of someone other than the undersigned, or if shares tendered hereby and delivered by book-entry transfer which are not purchased are to be returned by crediting them to an account at the book-entry transfer facility other than the account designated above.	​	​	
​	​	Issue:   ☐      Check   ☐      Certificate(s) to:	​	​	
​	​	Name 
 	​	​	
​	​	(Please Print)​	​	​	
​	​	Address 
 	​	​	
​	​	(Include Zip Code)​	​	​	
​	​	​	​	​	
​	​	(Taxpayer Identification or Social Security Number)​	​	​	
​	​	(See Internal Revenue Service (“IRS”) Form W-9 Included Herewith)​	​	​	
​	​	Check and complete if applicable:	​	​	
​	​	☐
Credit shares delivered by book-entry transfer and not purchased to the account set forth below:
​	​	​	
​	​	Account Number: 
 	​	​	

9

​

​	​	SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 6, 7 and 8)	​	​	
​	​	      To be completed ONLY if certificates for shares not tendered or not accepted for payment and/or the check for payment of the purchase price of shares accepted for payment are to be sent to someone other than the undersigned or to the undersigned at an address other than that above.	​	​	
​	​	Mail:      ☐      Check   ☐      Certificate(s) to:	​	​	
​	​	Name 
 	​	​	
​	​	(Please Print)​	​	​	
​	​	Address 
 	​	​	
​	​	(Include Zip Code)​	​	​	
​	​	​	​	​	
​	​	(Taxpayer Identification or Social Security Number)​	​	​	
​	​	(See IRS Form W-9 Included Herewith)	​	​	

10

​

​	​	SIGN HERE
(Also Complete Accompanying IRS Form W-9 or Applicable IRS Form W-8)	​	​	
​	​	​	​	​	
​	​	(Signature(s) of Stockholder(s))​	​	​	
​	​	Dated:  , 2020	​	​	
​	​	(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) for the shares or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide the following information and see Instruction 6.)	​	​	
​	​	Name(s) 
 	​	​	
​	​	​	​	​	
​	​	(Please Print)​	​	​	
​	​	Capacity (full title) 
 	​	​	
​	​	Address 
 	​	​	
​	​	​	​	​	
​	​	(Include Zip Code)​	​	​	
​	​	Daytime Area Code and Telephone Number: 
 	​	​	
​	​	Taxpayer Identification or Social Security Number: 
 	​	​	
​	​	(Complete Accompanying IRS Form W-9 or Applicable IRS Form W-8)	​	​	

​	​	GUARANTEE OF SIGNATURE(S)
(If Required — See Instructions 1 and 6)	​	​	
​	​	Authorized Signature: 
 	​	​	
​	​	​	​	​	
​	​	Name(s): 
 	​	​	
​	​	(Please Print)​	​	​	
​	​	Name of Firm: 
 	​	​	
​	​	Title: 
 	​	​	
​	​	Address 
 	​	​	
​	​	​	​	​	
​	​	(Include Zip Code)	​	​	
​	​	Daytime Area Code and Telephone Number: 
 	​	​	
​	​	Dated:   , 2020	​	​	
 
11

​
 
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1.   Guarantee of Signatures.   No signature guarantee is required on this Letter of Transmittal if either (a) this Letter of Transmittal is by the registered holder(s) (which term, for purposes of this Instruction 1, includes any participant in the book-entry transfer facility’s system whose name appears on a security position listing as the owner of the shares) of shares tendered herewith, unless such registered holder(s) has completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” on this Letter of Transmittal or (b) such shares are tendered for the account of a firm that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Securities Transfer Agents Medallion Program, the New York Stock Exchange, Inc. Medallion Signature Program or the Stock Exchange Medallion Program, or is otherwise an “eligible guarantor institution,” as that term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each, an “eligible institution”). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an eligible institution. Stockholders may also need to have any certificates they deliver endorsed or accompanied by a stock power, and the signatures on these documents also may need to be guaranteed. See Instruction 6.
2.   Requirements of Tender.   This Letter of Transmittal is to be completed by stockholders either if certificates are to be forwarded herewith or, unless an agent’s message (as defined below) is utilized, if delivery of shares is to be made pursuant to the procedures for book-entry transfer set forth in Section 3 of the Offer to Purchase. For a stockholder validly to tender shares pursuant to the Offer, either (a) a Letter of Transmittal (a facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or, in the case of a book-entry transfer, an agent’s message, and any other required documents, must be received by the Depositary at one of its addresses set forth on the back of this Letter of Transmittal prior to the Expiration Time and either certificates for tendered shares must be received by the Depositary at one of such addresses or shares must be delivered pursuant to the procedures for book-entry transfer set forth herein (and a book-entry confirmation must be received by the Depositary), in each case prior to the Expiration Time, or (b) the tendering stockholder must comply with the guaranteed delivery procedures set forth below and in Section 3 of the Offer to Purchase.
Stockholders whose certificates for shares are not immediately available or who cannot deliver their certificates and all other required documents to the Depositary or complete the procedures for book-entry transfer prior to the Expiration Time may tender their shares by properly completing and duly executing the Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. Pursuant to those procedures, (a) tender must be made by or through an eligible institution, (b) a properly completed and duly executed Notice of Guaranteed Delivery, in the form provided by the Company, must be received by the Depositary prior to the Expiration Time and (c) the certificates for all tendered shares in proper form for transfer (or a book-entry confirmation with respect to all such shares), together with a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or, in the case of a book-entry transfer, an agent’s message, and any other required documents, must be received by the Depositary, in each case within two trading days after the date of execution of the Notice of Guaranteed Delivery as provided in Section 3 of the Offer to Purchase. A “trading day” is any day on which the NYSE is open for business. The term “agent’s message” means a message transmitted by the book-entry transfer facility to, and received by, the Depositary and forming a part of a book-entry confirmation, which states that such book-entry transfer facility has received an express acknowledgment from the participant in the book-entry transfer facility tendering the shares that such participant has received and agrees to be bound by the terms of this Letter of Transmittal and that the Company may enforce such agreement against such participant.
The method of delivery of shares, this Letter of Transmittal and all other required documents, including delivery through the book-entry transfer facility, is at the election and risk of the tendering stockholder. Shares will be deemed delivered only when actually received by the Depositary (including, in the case of a book-entry transfer, by book-entry confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.
Except as specifically provided by the Offer to Purchase, no alternative, conditional or contingent tenders will be accepted. No fractional shares will be purchased. All tendering stockholders, by execution of
 
12

​
 
this Letter of Transmittal (or a facsimile hereof), waive any right to receive any notice of the acceptance for payment of their shares.
3.   Inadequate Space.   If the space provided in the box entitled “Description of Shares Tendered” in this Letter of Transmittal is inadequate, the certificate numbers and/or the number of shares stock should be listed on a separate signed schedule attached hereto.
4.   Partial Tenders (Not Applicable to Stockholders Who Tender by Book-Entry Transfer).   If fewer than all the shares represented by any certificate submitted to the Depositary are to be tendered, fill in the number of shares that are to be tendered in the box entitled “Number of Shares Tendered.” In that case, if any tendered shares are purchased, new certificate(s) for the remainder of the shares that were evidenced by the old certificate(s) will be sent to the registered holder(s), unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the acceptance for payment of, and payment for, the shares tendered herewith. All shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.
5.   Indication of Price at Which Shares Are Being Tendered.   For shares to be properly tendered, the stockholder MUST either (1) check the box in the section captioned “Shares Tendered At Price Determined Under The Offer” in order to maximize the chance of having the Company accept for payment the shares tendered (subject to the possibility of proration) or (2) check the box indicating the price per share at which such stockholder is tendering shares under “Shares Tendered At Price Determined by Stockholder.” Selecting option (1) may effectively lower the Final Purchase Price and could result in the stockholder receiving a price per share as low as $32.25, a price that is below the closing market price for the shares on November 20, 2020, the last full trading day before announcement and commencement of the Offer, when the NYSE closing price was $32.27 per share. ONLY ONE BOX UNDER (1) OR (2) MAY BE CHECKED. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES. A STOCKHOLDER WISHING TO TENDER PORTIONS OF SUCH STOCKHOLDER’S SHARE HOLDINGS AT DIFFERENT PRICES MUST COMPLETE A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH SUCH STOCKHOLDER WISHES TO TENDER EACH SUCH PORTION OF SUCH STOCKHOLDER’S SHARE HOLDINGS. The same shares cannot be tendered more than once or at more than one price unless previously properly and withdrawn as provided in Section 4 of the Offer to Purchase.
6.   Signatures on Letter of Transmittal, Stock Powers and Endorsements.   If this Letter of Transmittal is signed by the registered holder(s) of the shares tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without any change whatsoever.
If any of the shares tendered hereby are owned of record by two or more joint owners, all such persons must sign this Letter of Transmittal.
If any shares tendered hereby are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates.
If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, he or she should so indicate when signing, and proper evidence satisfactory to the Company of his or her authority to so act must be submitted with this Letter of Transmittal.
If this Letter of Transmittal is signed by the registered owner(s) of the shares tendered hereby, no endorsements of certificates or separate stock powers are required unless payment of the purchase price is to be made, or certificates for shares not tendered or accepted for payment are to be issued, to a person other than the registered owner(s). Signatures on any such certificates or stock powers must be guaranteed by an eligible institution.
If this Letter of Transmittal is signed by a person other than the registered owner(s) of the shares tendered hereby, or if payment is to be made or certificate(s) for shares not tendered or not purchased are to be issued to a person other than the registered owner(s), the certificate(s) representing such shares must be properly endorsed for transfer or accompanied by appropriate stock powers, in either case signed exactly as
 
13

​
 
the name(s) of the registered owner(s) appear(s) on the certificates(s). The signature(s) on any such certificate(s) or stock power(s) must be guaranteed by an eligible institution. See Instruction 1.
7.   Stock Transfer Taxes.   The Company will pay any stock transfer taxes with respect to the transfer and sale of shares to it pursuant to the Offer. If, however, payment of the purchase price is to be made to, or if shares not tendered or accepted for payment are to be registered in the name of, any person(s) other than the registered owner(s), or if shares tendered hereby are registered in the name(s) of any person(s) other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered owner(s) or such person(s)) payable on account of the transfer to such person(s) will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted with this Letter of Transmittal.
Except as provided in this Instruction 7, it will not be necessary for transfer tax stamps to be affixed to the certificates listed in this Letter of Transmittal.
8.   Special Payment and Delivery Instructions.   If a check for the purchase price of any shares accepted for payment is to be issued name of, and/or certificates for any shares not accepted for payment or not tendered are to be issued in the name of and/or returned to, a person other than the signer of this Letter of Transmittal or if a check is to be sent, and/or such certificates are to be returned, to a person other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed and signatures must be guaranteed as described in Instructions 1 and 6.
9.   Irregularities.   The Company will determine in its sole discretion all questions as to the number of shares to accept, and the validity, eligibility (including time of receipt), and acceptance for payment of any tender of shares. Any such determinations will be final and binding on all parties, subject to a stockholder’s right to challenge our determination in a court of competent jurisdiction. The Company reserves the absolute right to reject any or all tenders of shares it determines not to be in proper form or the acceptance of which or payment for which may, in the Company’s opinion, be unlawful. The Company also reserves the absolute right to waive any defect or irregularity in the tender of any particular shares, and the Company’s interpretation of the terms of the Offer, including these instructions, will be final and binding on all parties. No tender of shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Company shall determine. None of the Company, the Depositary, the Information Agent (as defined in the Offer to Purchase) or any other person is or will be obligated to give notice of any defects or irregularities in tenders and none of them will incur any liability for failure to give any such notice.
10.   U.S. Federal Backup Withholding Tax.   Under the U.S. federal backup withholding tax rules, 24% of the gross proceeds payable to a stockholder or other payee in the Offer generally will be subject to withholding unless (i) the stockholder or other payee provides such person’s taxpayer identification number (generally an employer identification number or social security number) to the Depositary or other payor and certifies under penalties of perjury that this number is correct and that such stockholder or payee is not subject to backup withholding or (ii) the stockholder or other payee is otherwise exempt from backup withholding. We understand that the Depositary intends to withhold unless it receives appropriate documentation that backup withholding does not apply to a particular stockholder. In the case of a U.S. Holder (as defined in Section 14 of the Offer to Purchase), such documentation is provided by submitting to the Depositary a properly completed copy of the IRS Form W-9 included with this Letter of Transmittal. See the accompanying instructions to IRS Form W-9 below for guidance on properly completing the form. In the case of a Non-U.S. Holder (as defined in Section 14 of the Offer to Purchase), the relevant documentation is provided by submitting to the Depositary a properly completed applicable IRS Form W-8, signed under penalties of perjury, attesting to such person’s non-U.S. status. An applicable IRS Form W-8 can be obtained from the Depositary or from the IRS website (http://www.irs.gov).
For additional information, see the discussion under “Important Tax Information” below and the instructions to IRS Forms W-8 or W-9, as applicable. Stockholders are urged to consult with their tax advisors regarding possible qualifications for exemption from backup withholding tax and the procedure for obtaining any applicable exemption.
 
14

​
 
11.   U.S. Federal Withholding for Non-U.S. Holders.   The U.S. federal income tax treatment of the receipt of cash in exchange for shares by a Non-U.S. Holder pursuant to the Offer will depend upon facts that are unique to each Non-U.S. Holder. Accordingly, a Non-U.S. Holder should expect that the Depositary generally will withhold U.S. federal withholding tax from the gross proceeds payable to a Non-U.S. Holder pursuant to the Offer at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty), unless an exemption from withholding is applicable because such gross proceeds are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required pursuant to an applicable income tax treaty, are attributable to a permanent establishment maintained by such Non-U.S. Holder in the United States). In order to claim a reduction in the rate of, or an exemption from, such withholding tax, a Non-U.S. Holder must deliver to the Depositary a correct, properly completed and executed IRS Form W-8BEN or W-8BEN-E (with respect to income tax treaty benefits) or IRS Form W-8ECI (with respect to amounts effectively connected with the conduct by such Non-U.S. Holder of a trade or business within the United States) claiming such reduced rate or exemption. A Non-U.S. Holder may be eligible to obtain a refund of all or a portion of any such tax withheld (i) if such Non-U.S. Holder meets the Section 302 Tests (as defined in Section 14 of the Offer to Purchase) or (ii) if such Non-U.S. Holder is otherwise able to establish that no or a reduced amount of tax is due.
For additional information, see the discussion under “Important Tax information” below. Non-U.S. Holders are urged to consult with their tax advisors regarding the particular tax consequences to them of selling shares pursuant to the Offer, including the application of the 30% U.S. federal withholding tax, their potential eligibility for a reduced rate of, or exemption from, such withholding tax, and their potential eligibility for, and procedures for claiming, a refund of any such withholding tax.
12.   Requests for Assistance or Additional Copies.   Questions and requests for assistance or additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and IRS Form W-9 may be directed to the Information Agent at its address set forth on the last page of this Letter of Transmittal.
13.   Lost, Destroyed or Stolen Certificates.   If your certificate(s) for part or all of your shares has been lost, stolen, destroyed or mutilated you should contact American Stock Transfer & Trust Company, LLC’s Shareholder Service Department at 1-800-937-5449 for information regarding replacement of lost securities. You should also check the box for “Lost Certificates” in the appropriate box on page 1 and promptly send the completed Letter of Transmittal to the Depositary. Upon receipt of your request by phone or Letter of Transmittal, the Depositary will provide you with instructions on how to obtain a replacement certificate. You may be asked to post a bond to secure against the risk that the certificate may be subsequently recirculated. There may be a fee and additional documents may be required to replace lost certificates. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, stolen, destroyed or mutilated certificates have been followed. You are urged to send the properly completed Letter of Transmittal to the Depositary immediately to ensure timely processing of documentation. If you have questions, you may contact the Depositary’s Shareholder Service Department at 1-800-937-5449.
14.   Conditional Tenders.   As described in Sections 1 and 6 of the Offer to Purchase, stockholders may condition their tenders on all or a minimum number of their tendered shares being purchased.
If you wish to make a conditional tender, you must indicate this in the box captioned “Conditional Tender” in this Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. In the box in this Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, you must calculate and appropriately indicate the minimum number of shares that must be purchased from you if any are to be purchased from you.
As discussed in Sections 1 and 5 of the Offer to Purchase, proration may affect whether the Company accepts conditional tenders and may result in shares tendered pursuant to a conditional tender being deemed withdrawn if the required minimum number of shares would not be purchased. If, because of proration, the minimum number of shares that you designate will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, you must have tendered all your Class A common stock and checked the box so indicating. Upon selection by lot, if any, the Company will limit its purchase in each case to the designated minimum number of shares of Class A common stock to be purchased.
 
15

​
 
All tendered Class A common stock will be deemed unconditionally tendered unless the “Conditional Tender” box is completed.
The conditional tender alternative is made available so that a stockholder may seek to structure the purchase of Class A common stock pursuant to the Offer in such a manner that the purchase will be treated as a sale of such Class A common stock by the stockholder, rather than the payment of a distribution to the stockholder, for U.S. federal income tax purposes. If you are an odd lot holder and you tender all of your Class A common stock, you cannot conditionally tender, since your Class A common stock will not be subject to proration. It is the tendering stockholder’s responsibility to calculate the minimum number of shares of Class A common stock that must be purchased from the stockholder in order for the stockholder to qualify for sale (rather than distribution) treatment for U.S. federal income tax purposes. Each stockholder is urged to consult his or her own tax advisor. No assurances can be provided that a conditional tender will achieve the intended U.S. federal income tax results in all cases. See Section 14 of the Offer to Purchase.
15.   Odd Lots.   As described in Section 1 of the Offer to Purchase, if the Company is to purchase fewer than all shares properly tendered before the Expiration Time and not properly withdrawn, the shares purchased first will consist of all shares properly tendered by any stockholder who owned, beneficially or of record, an aggregate of fewer than 100 shares, and who tenders all of the holder’s shares. This preference will not be available to you unless you complete the section captioned “Odd Lots” in this Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery.
16.   Order of Purchase in Event of Proration.   As described in Section 1 of the Offer to Purchase, stockholders may designate the order in which their shares are to be purchased in the event of proration. The order of purchase may have an effect on the U.S. federal income tax classification of any gain or loss on the shares purchased. See Sections 1 and 14 of the Offer to Purchase.
IMPORTANT.   This Letter of Transmittal (or a manually signed facsimile hereof), together with any required signature guarantees, or, in the case of a book-entry transfer, an agent’s message, and any other required documents, must be received by the Depositary prior to the Expiration Time and either certificates for tendered shares must be received by the Depositary or shares must be delivered pursuant to the procedures for book-entry transfer, in each case prior to the Expiration Time, or the tendering stockholder must comply with the procedures for guaranteed delivery.
 
16

​
 
IMPORTANT TAX INFORMATION
United States
Under the U.S. federal backup withholding tax rules, 24% of the gross proceeds payable to a stockholder or other payee in the Offer generally will be subject to withholding unless (i) the stockholder or other payee provides such person’s taxpayer identification number (generally an employer identification number or social security number) (“TIN”) to the Depositary or other payor and certifies under penalties of perjury that this number is correct and that such stockholder or payee is not subject to backup withholding or (ii) the stockholder or other payee is otherwise exempt from backup withholding. We understand that the Depositary intends to withhold unless it receives appropriate documentation establishing that backup withholding does not apply to a particular stockholder. In the case of a U.S. Holder, such documentation is provided by submitting to the Depositary a properly completed copy of the IRS Form W-9 included with this Letter of Transmittal. See the accompanying instructions to IRS Form W-9 below for guidance on completing the IRS Form W-9. In the case of a Non-U.S. Holder, the relevant documentation is provided by submitting to the Depositary a properly completed IRS Form W-8BEN (or other applicable IRS Form W-8), signed under penalties of perjury, attesting to such person’s non-U.S. status. An applicable IRS Form W-8 can be obtained from the Depositary or from the IRS website (http://www.irs.gov). If a tendering U.S. Holder has not been issued a TIN, and has applied for a number or intends to apply for a number in the near future, the stockholder should write “Applied For” in the space provided for the TIN in Part I, and sign and date the IRS Form W-9. If “Applied For” is written in Part I of the IRS Form W-9 and the Depositary is not provided with a TIN by the time for payment, the Depositary will withhold 24% of all payments of the purchase price to such stockholder.
Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained, provided the required information is furnished to the IRS on a timely basis.
The U.S. federal income tax treatment of the receipt of cash in exchange for shares by a Non-U.S. Holder pursuant to the Offer will depend upon facts that are unique to each Non-U.S. Holder. Accordingly, a Non-U.S. Holder should expect that the Depositary generally will withhold U.S. federal withholding tax from the gross proceeds payable to a Non-U.S. Holder pursuant to the Offer at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty), unless an exemption from withholding is applicable because such gross proceeds are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required pursuant to an applicable income tax treaty, are attributable to a permanent establishment maintained by such Non-U.S. Holder in the United States). In order to claim a reduction in the rate of, or an exemption from, such withholding tax, a Non-U.S. Holder must deliver to the Depositary a correct, properly completed and executed IRS Form W-8BEN, IRS Form W-8BEN-E, or IRS Form W-8ECI, as applicable, claiming such reduced rate or exemption. A Non-U.S. Holder may be eligible to obtain a refund of all or a portion of any such tax withheld (i) if such Non-U.S. Holder meets the Section 302 Tests (as defined in Section 14 of the Offer to Purchase) or (ii) if such Non-U.S. Holder is otherwise able to establish that no or a reduced amount of tax is due.
In addition, a payment to a Non-U.S. Holder treated as a dividend for U.S. federal income tax purposes may be subject to withholding at a 30% rate (rather than a lower treaty rate) unless, pursuant to the Foreign Account Tax Compliance Act, the regulations promulgated thereunder, official interpretations thereof or any intergovernmental agreement (or guidance thereunder) entered into pursuant thereto, such Non-U.S. Holder or any entity through which it receives such dividends has provided the Depositary with certain information with respect to its or such entity’s direct and indirect U.S. owners, and if such Non-U.S. Holder is or holds the Company’s shares through a foreign financial institution, such institution has entered into an agreement with the U.S. government to collect and provide to the U.S. tax authorities information about its accountholders (including certain investors in such institution or entity) or has satisfied the requirements of an applicable intergovernmental agreement and such Non-U.S. Holder has provided any required information to such institution.
 
17

​
 
FAILURE TO COMPLETE AND RETURN EITHER THE IRS FORM W-9 OR IRS FORM W-8, AS APPLICABLE, WILL RESULT IN BACKUP WITHHOLDING OF 24% ON ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED INSTRUCTIONS TO IRS FORM W-9 FOR ADDITIONAL INFORMATION. IN ADDITION, NON-U.S. HOLDERS MAY BE SUBJECT TO U.S. FEDERAL WITHHOLDING TAX AT A RATE OF 30% ON THE GROSS PROCEEDS PAID PURSUANT TO THE OFFER.
 
18

​

​

​

​

​

​

​
 
This Letter of Transmittal, certificates for shares and any other required documents should be sent or delivered by each stockholder of the Company or such stockholder’s bank, broker, dealer, trust company or other nominee to the Depositary at one of its addresses set forth below.
The Depositary for the Offer is:

​	By Mail:
American Stock Transfer & Trust
Company, LLC
Operations Center
Attn: Reorganization Department
6201 15th Avenue
Brooklyn, New York 11219	​	​	By Facsimile Transmission
(for eligible institutions only):
1-718-234-5001	​	​	By Hand or Courier:
American Stock Transfer & Trust
Company, LLC
Operations Center
Attn: Reorganization Department
6201 15th Avenue
Brooklyn, New York 11219	​	
For Assistance Call: 1-877-248-6417 or 1-718-921-8317
Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery to the Depositary.
Questions and requests for assistance may be directed to the Information Agent at the address set forth below. Additional copies of the Offer to Purchase, this Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained from the Information Agent. You may also contact your bank, broker, dealer, trust company or other nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
D.F. King & Co., Inc.
48 Wall Street – 22nd Floor
New York, New York 10005
Banks and broker call: (212) 269-5550
All others call toll free: (866) 745-0271
Email: atus@dfking.com

​
 
 Exhibit 99.(a)(1)(C)​
NOTICE OF GUARANTEED DELIVERY
(Not to be used for Signature Guarantee)
for Tender of Class A Common Stock
of
ALTICE USA, INC.
​	​	THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE (1) MINUTE AFTER 11:59 P.M., NEW YORK CITY TIME, ON MONDAY, DECEMBER 21, 2020, UNLESS THE OFFER IS EXTENDED.	​	​	
As set forth in Section 3 of the Offer to Purchase (as defined below) this form must be used to accept the Offer (as defined below) if (1) certificates representing your shares of Class A common stock, par value $0.01 per share, of Altice USA, Inc., a Delaware corporation, are not immediately available or cannot be delivered to the Depositary prior to the Expiration Time (as defined in the Offer to Purchase), (2) the procedures for book-entry transfer cannot be completed on a timely basis or (3) time will not permit all required documents to reach the Depositary at or prior to the Expiration Time. This form may be delivered by hand or overnight courier or transmitted by facsimile transmission or mail to the Depositary. See Section 3 of the Offer to Purchase. Capitalized terms used herein without definition have the meanings set forth in the Offer to Purchase.
The Depositary for the Offer is:

​	By Mail:
American Stock Transfer & Trust
Company, LLC
Operations Center
Attn: Reorganization Department
6201 15th Avenue
Brooklyn, New York 11219	​	​	By Facsimile Transmission
(for eligible institutions only):
1-718-234-5001	​	​	By Hand or Courier:
American Stock Transfer & Trust
Company, LLC
Operations Center
Attn: Reorganization Department
6201 15th Avenue
Brooklyn, New York 11219	​	
For Assistance Call: 1-877-248-6417 or 1-718-921-8317
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
This Notice is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an eligible institution under the instructions in the Letter of Transmittal, the signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

​
 
Ladies and Gentlemen:
The undersigned hereby tenders to Altice USA, Inc., a Delaware corporation (the “Company”), on the terms and subject to the conditions set forth in the Offer to Purchase dated November 23, 2020 (the “Offer to Purchase”), and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), receipt of which is hereby acknowledged, the number of shares set forth below, all pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. Unless the context otherwise requires, all references to the shares shall refer to the Class A common stock of the Company.
​	​	Number of shares to be tendered:             shares*	​	​	
​	​	*
Unless otherwise indicated, it will be assumed that all shares held by the undersigned are to be tendered.
​	​	​	

​	​	PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
(See Instruction 5)	​	​	
​	​	      THE UNDERSIGNED IS TENDERING SHARES AS FOLLOWS (CHECK ONLY ONE BOX UNDER (1) OR (2) BELOW):	​	​	
​	​	1.
SHARES TENDERED AT PRICE DETERMINED UNDER THE OFFER
​	​	​	
​	​	      By checking the box below INSTEAD OF ONE OF THE BOXES UNDER “Shares Tendered At Price Determined By Stockholder,” the undersigned hereby tenders shares at the purchase price as shall be determined by the Company in accordance with the Offer.	​	​	
​	​	☐
The undersigned wants to maximize the chance that the Company will accept for payment the shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this box instead of one of the price boxes below, the undersigned hereby tenders shares at, and is willing to accept, the purchase price determined by the Company in accordance with the terms of the Offer. The undersigned understands that this action will result in the undersigned’s shares being deemed to be tendered at the minimum price of $32.25 per share for purposes of determining the Final Purchase Price (as defined below). This may effectively lower the Final Purchase Price and could result in the undersigned receiving a per share price as low as $32.25, a price that is below the closing market price for the shares on November 20, 2020, the last full trading day before announcement and commencement of the Offer, when the New York Stock Exchange closing price was $32.27 per share.
​	​	​	
​	​	2.
SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER
​	​	​	
​	​	      By checking ONE of the following boxes INSTEAD OF THE BOX UNDER “Shares Tendered At Price Determined Under The Offer,” the undersigned hereby tenders shares at the price checked. The undersigned understands that this action could result in the Company purchasing none of the shares tendered hereby if the purchase price determined by the Company for the shares is less than the price checked below.	​	​	
​	​	☐
$32.25
​	​	​	☐
$33.50
​	​	​	☐
$34.75
​	​	​	☐
$36.00
​	​	​	
​	​	☐
$32.50
​	​	​	☐
$33.75
​	​	​	☐
$35.00
​	​	​	​	​	​	
​	​	☐
$32.75
​	​	​	☐
$34.00
​	​	​	☐
$35.25
​	​	​	
​	​	☐
$33.00
​	​	​	☐
$34.25
​	​	​	☐
$35.50
​	​	​	
​	​	☐
$33.25
​	​	​	☐
$34.50
​	​	​	☐
$35.75
​	​	​	
 
2

​

​	​	CHECK ONLY ONE BOX UNDER (1) OR (2) ABOVE. IF MORE THAN ONE BOX IS CHECKED ABOVE OR IF NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES.	​	​	
​	​	A STOCKHOLDER DESIRING TO TENDER SHARES AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH SHARES ARE TENDERED. THE SAME SHARES CANNOT BE TENDERED AT MORE THAN ONE PRICE UNLESS PREVIOUSLY PROPERLY WITHDRAWN AS PROVIDED IN SECTION 4 OF THE OFFER TO PURCHASE.	​	​	

3

​

​	​	ODD LOTS
(See Instruction 15 of the Letter of Transmittal)	​	​	
​	​	      To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares. The undersigned either (check one box):	​	​	
​	​	☐
is the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered; or
​	​	​	
​	​	☐
is a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s), shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 shares and is tendering all of the shares.
​	​	​	

​	​	CONDITIONAL TENDER
(See Instruction 14 of the Letter of Transmittal)	​	​	
​	​	      A tendering stockholder may condition the tender of shares upon the Company purchasing a specified minimum number of the shares tendered, all as described in Section 6 of the Offer to Purchase. Unless at least the minimum number of shares you indicate below is purchased by the Company pursuant to the terms of the Offer, none of the shares tendered by you will be purchased. It is the tendering stockholder’s responsibility to calculate the minimum number of shares that must be purchased if any are purchased, and each stockholder is urged to consult his, her or its own tax advisor before completing this section. Unless this box has been checked and a minimum specified, your tender will be deemed unconditional.	​	​	
​	​	☐
The minimum number of shares that must be purchased from me, if any are purchased from me, is:             shares.
​	​	​	
​	​	If, because of proration, the minimum number of shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his, her or its shares and checked this box: ☐	​	​	
​	​	☐
The tendered shares represent all shares held by the undersigned.
​	​	​	
 
4

​

​	​	Certificate Nos. (if available): 
 	​	​	
​	​	Name(s) of Record Holder(s): 
 	​	​	
​	​	(Please Type or Print)​	​	​	
​	​	Address(es): 
 	​	​	
​	​	Zip Code: 
 	​	​	
​	​	Daytime Area Code and Telephone Number: 
 	​	​	
​	​	Signature(s): 
 	​	​	
​	​	Dated:            , 2020	​	​	
​	​	If shares will be tendered by book-entry transfer, check this box ☐ and provide the following
information: 
 	​	​	
​	​	Name of Tendering Institution: 
 	​	​	
​	​	Account Number at Book-
Entry Transfer Facility: 
 	​	​	
​	​	THE GUARANTEE SET FORTH BELOW MUST BE COMPLETED.	​	​	

5

​

​	​	GUARANTEE
(Not To Be Used For Signature Guarantee)	​	​	
​	​	      The undersigned, a firm that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Securities Transfer Agents Medallion Program, the New York Stock Exchange, Inc. Medallion Signature Program or the Stock Exchange Medallion Program, or is otherwise an “eligible guarantor institution,” as that term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), hereby guarantees (1) that the above named person(s) “own (s)” the shares tendered hereby within the meaning of Rule 14e-4 under the Exchange Act, (2) that such tender of shares complies with Rule 14e-4 under the Exchange Act and (3) to deliver to the Depositary either the certificates representing the shares tendered hereby, in proper form for transfer, or a book-entry confirmation (as defined in the Offer to Purchase) with respect to such shares, in any such case together with a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), with any required signature guarantees, or an agent’s message (as defined in the Offer to Purchase) in the case of a book-entry delivery, and any other required documents, within two trading days (as defined in the Offer to Purchase) after the date hereof.	​	​	
​	​	      The eligible institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and certificates for shares to the Depositary within the time period shown herein. Failure to do so could result in financial loss to such eligible institution.	​	​	
​	​	Name of Firm: 
 	​	​	
​	​	Authorized Signature: 
 	​	​	
​	​	Name: 
 	​	​	
​	​	(Please Type or Print)​	​	​	
​	​	Title: 
 	​	​	
​	​	Address: 
 	​	​	
​	​	Zip Code: 
 	​	​	
​	​	Area Code and Telephone Number: 
 	​	​	
​	​	Dated:             , 2020	​	​	
​	​	   	​	​	
Note: Do not send certificates for shares with this Notice.
Certificates for shares should be sent with your Letter of Transmittal.
 
6

​
 
 Exhibit 99.(a)(1)(D)​
OFFER TO PURCHASE FOR CASH
BY
ALTICE USA, INC.
OF
UP TO $2.5 BILLION OF SHARES OF ITS CLASS A COMMON STOCK AT A
PURCHASE PRICE NOT GREATER THAN $36.00 PER SHARE NOR LESS THAN $32.25 PER SHARE
​	​	THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE (1) MINUTE AFTER 11:59 P.M., NEW YORK CITY TIME, ON MONDAY, DECEMBER 21, 2020, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED THE “EXPIRATION TIME”).	​	​	
November 23, 2020​
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by Altice USA, Inc., a Delaware corporation (the “Company”), to act as Information Agent in connection with its offer to purchase for cash its Class A common stock, $0.01 par value per share (the “Class A common stock” or “shares”), having an aggregate purchase price of up to $2.5 billion at a price not greater than $36.00 per share nor less than $32.25 per share, to the seller in cash, less any applicable withholding taxes and without interest, through a modified “Dutch auction” tender offer upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 23, 2020 (the “Offer to Purchase”) and the related Letter of Transmittal (which, together with any supplements or amendments thereto, collectively constitute the “Offer”). Please furnish copies of the enclosed materials to those of your clients for whom you hold shares registered in your name or in the name of your nominee. Capitalized terms used herein without definition have the meanings set forth in the Offer to Purchase.
Tendering stockholders may specify a price not greater than $36.00 per share nor less than $32.25 per share (in increments of $0.25) at which they are willing to sell their shares pursuant to the Offer. On the terms and subject to the conditions of the Offer, the Company will designate a single per share price that the Company will pay for shares properly tendered and not properly withdrawn from the Offer, taking into account the total number of shares tendered and the prices specified by tendering stockholders. The Company will select the lowest purchase price, not greater than $36.00 per share nor less than $32.25 per share, that will allow it to purchase shares of Class A common stock having an aggregate purchase price of $2.5 billion, or a lower amount depending on the number of shares of Class A common stock properly tendered and not properly withdrawn (such purchase price, the “Final Purchase Price”). Only shares validly tendered at prices at or below the Final Purchase Price, and not properly withdrawn, will be eligible for purchase in the Offer. All shares of Class A common stock acquired in the Offer will be acquired at the Final Purchase Price, including those shares of Class A common stock tendered at a price lower than the Final Purchase Price. However, due to the “odd lot” priority, proration and conditional tender offer provisions described in the Offer to Purchase, all of the shares tendered may not be purchased if the number of shares properly tendered at or below the Final Purchase Price and not properly withdrawn have an aggregate value in excess of $2.5 billion (based on the Final Purchase Price). The Company reserves the right, in its sole discretion, to change the purchase price range per share and to increase or decrease the aggregate value of shares sought in the Offer, subject to applicable law. In accordance with the rules of the U.S. Securities and Exchange Commission, the Company may purchase in the Offer up to an additional 2% of its outstanding shares without amending or extending the Offer.
The Company will purchase only those shares properly tendered and not properly withdrawn upon the terms and conditions of the Offer. All shares accepted for payment will be paid promptly after the Expiration Time, to the seller in cash, less any applicable withholding taxes and without interest. At the maximum

​
 
Final Purchase Price of $36.00 per share, the Company would purchase 69,444,444 shares if the Offer is fully subscribed, which would represent approximately 19.6% of the issued and outstanding shares of Class A common stock as of November 19, 2020 (or approximately 12.8% of the total issued and outstanding common stock including both Class A and Class B common stock). At the minimum Final Purchase Price of $32.25 per share, the Company would purchase 77,519,379 shares if the Offer is fully subscribed, which would represent approximately 21.9% of the issued and outstanding shares of Class A common stock as of November 19, 2020 (or approximately 14.3% of the total issued and outstanding common stock including both Class A and Class B common stock).
Shares not purchased in the Offer will be returned at the Company’s expense promptly following the expiration of the Offer. See Section 3 of the Offer to Purchase. The Company reserves the right, in its sole discretion, to change the per share purchase price options and to increase or decrease the aggregate value of shares sought in the Offer, subject to applicable law. See Sections 1 and 15 of the Offer to Purchase.
If the conditions of the Offer have been satisfied or waived and shares having an aggregate value (based on the Final Purchase Price) in excess of $2.5 billion (or such greater amount as the Company may elect to purchase, subject to applicable law) have been properly tendered at or below the Final Purchase Price and not properly withdrawn prior to the Expiration Time, the Company will purchase shares:
•
first, from all holders of “odd lots” of fewer than 100 shares who properly tender all of their shares at or below the Final Purchase Price and do not properly withdraw them before the Expiration Time;
​
•
second, from all other stockholders who properly tender shares at or below the Final Purchase Price, on a pro rata basis (except for stockholders who tendered shares conditionally for which the condition was not satisfied); and
​
•
third, only if necessary to permit the Company to purchase shares having an aggregate purchase price of $2.5 billion (or such greater amount as the Company may elect, subject to applicable law), from holders who have tendered shares conditionally at or below the Final Purchase Price (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares.
​
Because of the “odd lot” priority, proration and conditional tender provisions described above, the Company may not purchase all of the shares that you tender. See Sections 1, 3 and 6 of the Offer to Purchase.
Enclosed with this letter are copies of the following documents:
1. Offer to Purchase dated November 23, 2020;
2. Letter of Transmittal, for your use in accepting the Offer and tendering shares of and for the information of your clients;
3. A form of letter that may be sent to your clients for whose account you hold shares registered in your name or in the name of a nominee, with an Instruction Form provided for obtaining such client’s instructions with regard to the Offer;
4. Notice of Guaranteed Delivery with respect to shares, to be used to accept the Offer in the event you are unable to deliver the share certificates, together with all other required documents, to the Depositary before the Expiration Time, or if the procedure for book-entry transfer cannot be completed on a timely basis; and
5. IRS Form W-9 (including instructions).
The Offer is not conditioned on any minimum number of shares being tendered. The Offer is, however, subject to certain other conditions described in Section 7 of the Offer to Purchase.
We urge you to contact your clients as promptly as possible. Please note that the Offer, proration period and withdrawal rights will expire at one (1) minute after 11:59 p.m., New York City time, on Monday, December 21, 2020, unless the Offer is extended.
 
2

​
 
Under no circumstances will interest be paid on the purchase price of the shares regardless of any extension of, or amendment to, the Offer or any delay in paying for such shares.
The Company will not pay any fees or commissions to any broker, dealer, commercial bank, trust company or other person (other than the Information Agent and the Depositary, as described in the Offer to Purchase) in connection with the solicitation of tenders of shares pursuant to the Offer. However, the Company will, on request, reimburse you for customary mailing and handling expenses incurred by you in forwarding copies of the enclosed Offer materials to your clients. The Company will pay or cause to be paid any stock transfer taxes applicable to its purchase of shares pursuant to the Offer, except as otherwise provided in the Offer to Purchase and Letter of Transmittal (see Instruction 7 of the Letter of Transmittal).
Questions and requests for additional copies of the enclosed material may be directed to us at our address and telephone number set forth on the back cover of the Offer to Purchase.
Very truly yours,
D.F. King & Co., Inc.
Nothing contained in this letter or in the enclosed documents shall render you or any other person the agent of the Company, the Depositary, the Information Agent or any affiliate of any of them or authorize you or any other person to give any information or use any document or make any statement on behalf of any of them with respect to the Offer other than the enclosed documents and the statements contained therein.
 
3

​
 
 Exhibit 99.(a)(1)(E)​
OFFER TO PURCHASE FOR CASH
BY
ALTICE USA, INC.
OF
UP TO $2.5 BILLION OF SHARES OF ITS CLASS A COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $36.00 PER SHARE NOR LESS THAN $32.25 PER SHARE
​	​	THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE (1) MINUTE AFTER 11:59 P.M., NEW YORK CITY TIME, ON MONDAY, DECEMBER 21, 2020, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION TIME”).	​	​	
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated November 23, 2020 (the “Offer to Purchase”), and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), in connection with the offer by Altice USA, Inc., a Delaware corporation (the “Company”), to purchase for cash shares of its Class A common stock, $0.01 par value per share (the “Class A common stock” or “shares”), having an aggregate purchase price of up to $2.5 billion, at a price not greater than $36.00 per share nor less than $32.25 per share, to the seller in cash, less any applicable withholding taxes and without interest, through a modified “Dutch auction” tender offer upon the terms and subject to the conditions of the Offer. Capitalized terms used herein without definition have the meanings set forth in the Offer to Purchase.
Tendering stockholders may specify a price not greater than $36.00 per share nor less than $32.25 per share (in increments of $0.25) at which they are willing to sell their shares pursuant to the Offer. On the terms and subject to the conditions of the Offer, the Company will designate a single per share price that the Company will pay for shares properly tendered and not properly withdrawn from the Offer, taking into account the total number of shares tendered and the prices specified by tendering stockholders. The Company will select the lowest purchase price, not greater than $36.00 per share nor less than $32.25 per share, that will allow it to purchase Class A common stock having an aggregate purchase price of $2.5 billion, or a lower amount depending on the number of shares of Class A common stock properly tendered and not properly withdrawn (such purchase price, the “Final Purchase Price”). Only shares validly tendered at prices at or below the Final Purchase Price, and not properly withdrawn, will be eligible for purchase in the Offer. All shares of Class A common stock acquired in the Offer will be acquired at the Final Purchase Price, including those shares of Class A common stock tendered at a price lower than the Final Purchase Price. However, due to the “odd lot” priority, proration and conditional tender offer provisions described in this Offer to Purchase, all of the shares tendered may not be purchased if the number of shares properly tendered at or below the Final Purchase Price and not properly withdrawn have an aggregate value in excess of $2.5 billion (based on the Final Purchase Price).
The Company will purchase only those shares properly tendered and not properly withdrawn upon the terms and conditions of the Offer. All shares accepted for payment will be paid promptly after the Expiration Time, to the seller in cash, less any applicable withholding taxes and without interest. At the maximum Final Purchase Price of $36.00 per share, the Company would purchase 69,444,444 shares if the Offer is fully subscribed, which would represent approximately 19.6% of the issued and outstanding shares of Class A common stock as of November 19, 2020 (or approximately 12.8% of the total issued and outstanding common stock including both Class A and Class B common stock). At the minimum Final Purchase Price of $32.25 per share, the Company would purchase 77,519,379 shares if the Offer is fully subscribed, which would represent approximately 21.9% of the issued and outstanding shares of Class A common stock as of November 19, 2020 (or approximately 14.3% of the total issued and outstanding common stock including both Class A and Class B common stock).

​
 
Shares not purchased in the Offer will be returned at the Company’s expense promptly following the expiration of the Offer. See Section 3 of the Offer to Purchase. The Company reserves the right, in its sole discretion, to change the stockholders’ per share purchase price options and to increase or decrease the aggregate value of shares sought in the Offer, subject to applicable law. See Sections 1 and 15 of the Offer to Purchase. In accordance with the rules of the U.S. Securities and Exchange Commission, the Company may purchase in the Offer up to an additional 2% of its outstanding shares without amending or extending the Offer.
If the conditions of the Offer have been satisfied or waived and shares having an aggregate value (based on the Final Purchase Price) in excess of $2.5 billion (or such greater amount as the Company may elect to purchase, subject to applicable law) have been properly tendered at or below the Final Purchase Price and not properly withdrawn prior to the Expiration Time, the Company will purchase shares:
•
first, from all holders of “odd lots” of fewer than 100 shares who properly tender all of their shares at or below the Final Purchase Price and do not properly withdraw them before the Expiration Time;
​
•
second, from all other stockholders who properly tender shares at or below the Final Purchase Price, on a pro rata basis (except for stockholders who tendered shares conditionally for which the condition was not satisfied); and
​
•
third, only if necessary to permit the Company to purchase shares having an aggregate purchase price of $2.5 billion (or such greater amount as the Company may elect, subject to applicable law), from holders who have tendered shares conditionally at or below the Final Purchase Price (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares.
​
Because of the “odd lot” priority, proration and conditional tender provisions described above, the Company may not purchase all of the shares that you tender. See Sections 1, 3 and 6 of the Offer to Purchase.
We are the owner of record of shares held for your account. As such, we are the only ones who can tender your shares, and then only pursuant to your instructions. We are sending you the Letter of Transmittal for your information only; you cannot use it to tender shares we hold for your account.
Please instruct us as to whether you wish us to tender any or all of the shares we hold for your account on the terms and subject to the conditions of the Offer.
Please note the following:
1.   You may tender your shares at a price (in increments of $0.25) not greater than $36.00 per share nor less than $32.25 per share, as indicated in the attached Instruction Form, less an applicable withholding taxes and without interest.
2.   You should consult with your broker or other financial or tax advisor on the possibility of designating the priority in which you shares will be purchased in the event of proration.
3.   The Offer is not conditioned on any minimum number of shares being tendered. The Offer is, however, subject to certain other conditions described in Section 7 of the Offer to Purchase.
4.   The Offer, withdrawal rights and proration period will expire at one (1) minute after 11:59 p.m., New York City time, on Monday, December 21, 2020, unless the Company extends the Offer.
5.   The Offer is for Class A common stock having an aggregate purchase price of $2.5 billion (based on the Final Purchase Price), unless the Offer is undersubscribed. At $36.00 per share, the Company would repurchase a maximum of 69,444,444 shares and at $32.25 per share, the Company would repurchase a maximum of 77,519,379 shares, which represent approximately 19.6% and 21.9%, respectively, of the Company’s outstanding Class A common stock as of November 19, 2020.
6.   Tendering stockholders who are registered stockholders or who tender their shares directly to American Stock Transfer & Trust Company, LLC will not be obligated to pay any brokerage commissions
 
2

​
 
or fees to the Company, solicitation fees, or, except as set forth in the Offer to Purchase and the Letter of Transmittal, stock transfer taxes on the Company’s purchase of shares under the Offer.
7.   If you wish to tender portions of your shares at different prices, you must complete a separate Instruction Form for each price which you wish to tender each portion of your shares. We must submit separate Letters of Transmittal on your behalf for each price you will accept.
8.   If you are an Odd Lot Holder and you instruct us to tender on your behalf all of the shares that you own before the expiration of the Offer and check the box captioned “Odd Lots” on the attached Instruction Form, the Company, on the terms and subject to the conditions of the Offer, will accept all such shares for purchase before proration, if any, of the purchase of other shares properly tendered at or below the Final Purchase Price and not properly withdrawn.
9.   If you wish to condition your tender upon the purchase of all shares tendered or upon the Company’s purchase of a specified minimum number of the shares which you tender, you may elect to do so and thereby avoid possible proration of your tender. The Company’s purchase of shares from all tenders which are so conditioned, to the extent necessary, will be determined by random lot. To elect such a condition, complete the section captioned “Conditional Tender” in the attached Instruction Form.
If you wish to have us tender any or all of your shares, please so instruct us by completing, executing, detaching and returning to us the attached Instruction Form. If you authorize us to tender your shares, we will tender all your shares unless you specify otherwise on the attached Instruction Form.
Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit a tender on your behalf before the Expiration Time of the Offer. Please note that the Offer, proration period and withdrawal rights will expire at one (1) minute after 11:59 p.m., New York City time, on Monday, December 21, 2020, unless the Offer is extended.
The Offer is being made solely under the Offer to Purchase and the related Letter of Transmittal and is being made to all record holders of shares of the Company’s Class A common stock. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares residing in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
The Company’s Board of Directors has approved the Offer. However, neither the Company nor any member of its Board of Directors, D.F. King & Co., Inc., the Information Agent, or American Stock Transfer & Trust Company, LLC, the Depositary, makes any recommendation to stockholders as to whether they should tender or refrain from tendering their shares or as to the price or prices at which shares may be tendered. Stockholders must make their own decision as to whether to tender their shares and, if so, how many shares to tender and at what price or prices to tender. In doing so, stockholders should read carefully the information in the Offer to Purchase and in the related Letter of Transmittal, including the Company’s reasons for making the Offer. See Sections 2 and 11 of the Offer to Purchase. Stockholders should discuss whether to tender their shares with their broker or other financial or tax advisor.
As of November 19, 2020, Next Alt S.à.r.l. (“Next Alt”) beneficially owned approximately 41.1% of the outstanding Class A shares and 98.3% of the Company’s Class B common stock, par value $0.01 per share, representing in the aggregate approximately 92.4% of the voting power in the Company. Next Alt is a personal holding company of Patrick Drahi, who is its controlling shareholder. Next Alt has informed the Company that it will not participate in the Offer.
 
3

​
 
INSTRUCTION FORM WITH RESPECT TO
OFFER TO PURCHASE FOR CASH
BY
ALTICE USA, INC.
OF
UP TO $2.5 BILLION IN VALUE OF SHARES OF ITS CLASS A COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $36.00 PER SHARE NOR LESS THAN $32.25 PER SHARE
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated November 23, 2020 (the “Offer to Purchase”), and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), in connection with the offer by Altice USA, Inc., a Delaware corporation (the “Company”), to purchase for cash shares of its Class A common stock, $0.01 par value per share, having an aggregate purchase price of up to $2.5 billion at a price not greater than $36.00 per share nor less than $32.25 per share, to the seller in cash, less any applicable withholding taxes and without interest, on the terms and subject to the conditions of the Offer. Capitalized terms used herein without definition have the meanings set forth in the Offer to Purchase.
The undersigned hereby instruct(s) you to tender to the Company the number of shares indicated below or, if no number is indicated, all shares you hold for the account of the undersigned, on the terms and subject to the conditions of the Offer.
​	​	Number of shares to be tendered by you for the account of the undersigned:            shares*	​	​	
​	​	*
Unless otherwise indicated, it will be assumed that all shares held by us for your account are to be tendered.
​	​	​	
​	​	PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
(See Instruction 5)	​	​	
​	​	THE UNDERSIGNED IS TENDERING SHARES AS FOLLOWS (CHECK ONLY ONE BOX UNDER (1) OR (2) BELOW):	​	​	
​	​	1.
SHARES TENDERED AT PRICE DETERMINED UNDER THE OFFER
​	​	​	
​	​	By checking the box below INSTEAD OF ONE OF THE BOXES UNDER “Shares Tendered At Price Determined By Stockholder,” the undersigned hereby tenders shares at the purchase price as shall be determined by the Company in accordance with the Offer.	​	​	
​	​	☐
The undersigned wants to maximize the chance that the Company will accept for payment the shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this box instead of one of the price boxes below, the undersigned hereby tenders shares at, and is willing to accept, the purchase price determined by Company in accordance with the terms of the Offer. The undersigned understands that this action will result in the undersigned’s shares being deemed to be tendered at the minimum price of $32.25 per share for purposes of determining the Final Purchase Price (as defined below). This may effectively lower the Final Purchase Price and could result in the undersigned receiving a per share price as low as $32.25, a price that is below the closing market price for the shares on November 20, 2020, the last full trading day before announcement and commencement of the Offer, when the New York Stock Exchange closing price was $32.27 per share.
​	​	​	
 
4

​

​	​	2.
SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER
​	​	​	
​	​	By checking ONE of the following boxes INSTEAD OF THE BOX UNDER “Shares Tendered At Price Determined Under The Offer,” the undersigned hereby tenders shares at the price checked. The undersigned understands that this action could result in the Company purchasing none of the shares tendered hereby if the purchase price determined by the Company for the shares is less than the price checked below.	​	​	
​	​	☐   $32.25                ☐   $33.50                ☐   $34.75                ☐   $36.00	​	​	
​	​	☐   $32.50                ☐   $33.75                ☐   $35.00	​	​	
​	​	☐   $32.75                ☐   $34.00                ☐   $35.25	​	​	
​	​	☐   $33.00                ☐   $34.25                ☐   $35.50	​	​	
​	​	☐   $33.25                ☐   $34.50                ☐   $35.75	​	​	
​	​	CHECK ONLY ONE BOX UNDER (1) OR (2) ABOVE. IF MORE THAN ONE BOX IS CHECKED ABOVE OR IF NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES.	​	​	
​	​	A STOCKHOLDER DESIRING TO TENDER SHARES AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH SHARES ARE TENDERED. THE SAME SHARES CANNOT BE TENDERED AT MORE THAN ONE PRICE UNLESS PREVIOUSLY PROPERLY WITHDRAWN AS PROVIDED IN SECTION 4 OF THE OFFER TO PURCHASE.	​	​	

​	​	ODD LOTS
(See Instruction 15 of the Letter of Transmittal)	​	​	
​	​	To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares.	​	​	
​	​	☐
By checking this box, the undersigned represents that the undersigned owns, beneficially or of record, an aggregate of fewer than 100 shares and is tendering all of those shares.
​	​	​	

5

​

​	​	CONDITIONAL TENDER
(See Instruction 14 of the Letter of Transmittal)	​	​	
​	​	A tendering stockholder may condition the tender of shares upon the Company purchasing a specified minimum number of the shares tendered, all as described in Section 6 of the Offer to Purchase. Unless at least the minimum number of shares you indicate below is purchased by the Company pursuant to the terms of the Offer, none of the shares tendered by you will be purchased. It is the tendering stockholder’s responsibility to calculate the minimum number of shares that must be purchased if any are purchased, and each stockholder is urged to consult his, her or its own tax advisor before completing this section. Unless this box has been checked and a minimum specified, the tender will be deemed unconditional.	​	​	
​	​	☐
The minimum number of shares that must be purchased from me, if any are purchased from me, is:              shares.
​	​	​	
​	​	If, because of proration, the minimum number of shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his, her or its shares and checked this box:	​	​	
​	​	☐
The tendered shares represent all shares held by the undersigned.
​	​	​	
The method of delivery of this document is at the election and risk of the tendering stockholder. If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.
​	​	Signature(s):	​	​	   
​	​	​	
​	​	Name(s):	​	​	   
​
(Please Print)​	​	​	
​	​	Taxpayer Identification or Social Security Number:	​	​	   
   
​	​	​	
​	​	Address(es):	​	​	   
​	​	​	
​	​	​	​	​	   
​
(Including Zip Code)​	​	​	
​	​	Area Code/Phone Number:	​	​	   
​	​	​	
​	​	Date:	​	​	   
​	​	​	
 
6

Exhibit 99.(a)(1)(F)
 
ALTICE USA, INC.
 
NOTICE TO CERTAIN HOLDERS OF STOCK OPTIONS
 
RE: OFFER TO PURCHASE CLASS A COMMON STOCK OF ALTICE USA, INC.
 
November 23, 2020
 
As you may already know, Altice USA, Inc. (“Altice USA”) has recently announced a tender offer to purchase for cash its Class A common stock, $0.01 par value per share (the “Class A common stock” or “shares”), having an aggregate purchase price of up to $2.5 billion at a price not greater than $36.00 per share nor less than $32.25 per share, to the seller in cash, less any applicable withholding taxes and without interest, through a modified “Dutch auction” tender offer upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 23, 2020 and the related Letter of Transmittal (which, together with any supplements or amendments thereto, collectively constitute the “Offer”).
 
The Offer is subject to a number of terms and conditions that are described in Offer documents. You are receiving this letter because you hold either (1) vested stock options or (2) stock options that will vest on or before December 16, 2020, in advance of the date on which the Offer expires (one (1) minute after 11:59 P.M., New York City time, on Monday, December 21, 2020 (“Expiration Time”), unless the Offer is extended or terminated), which is the deadline for participating in the Offer. This letter provides a brief overview of the Offer and the steps you need to take if you wish to participate.
 
If you do decide to exercise your vested stock options and participate in the Offer, you should be aware that you must exercise your vested stock options, in the method described below, no later than 11:59 p.m., New York City time, on Wednesday, December 16, 2020, to allow Fidelity enough time to facilitate your exercise and to transfer shares of Class A common stock to your Fidelity brokerage account prior to the Expiration Time. If the Class A common stock you receive upon exercise of options are deposited into a brokerage account, you will have to meet any earlier deadline set by the brokerage firm for their receipt of your instruction to tender shares of Class A common stock in your account.
 
An option exercise procedure can take several days, so you should plan your decisions accordingly. For further information, or if you have any questions relating to exercising your options, including those relating to the applicable deadlines, contact our stock plan administrator, Fidelity Stock Plan Services LLC (“Fidelity”) as described below.
 
Procedure for Option Holders to Participate
 
The Offer is generally being made to all of Altice USA’s shareholders. Because you hold vested options (or hold options that will vest before the Offer expires), you may participate in the Offer by first exercising your vested stock options, in the method described herein, and then second, tendering your shares of Class A common stock resulting from the exercise in accordance with the terms and conditions of the Offer documents set forth below.
 
For information about your stock option grants, including grant date, exercise price, vesting dates, number of vested shares of Class A common stock, and expiration dates, please access your account with Fidelity on the Fidelity stock plan administration platform at www.netbenefits.com. Representatives of Fidelity are also available if you have questions related to your stock options, or if you need assistance in exercising your vested stock options.
 
You should also review the prospectuses prepared in connection with the registration on Form S-8 of the Altice USA Class A common stock underlying your stock options. The prospectuses are available on Fidelity’s stock plan administration platform at www.netbenefits.com.
 
If you are a former employee of Altice USA or its subsidiaries, your vested stock options generally remain exercisable for 120 days following the effective date of your termination of employment, unless you were terminated due to death or disability; however, you should review your award agreement to confirm the expiration date of your stock options. Please keep the expiration date of your stock options in mind when making a decision about whether to participate in the Offer. The Offer will not extend the expiration date or otherwise modify the terms of your options.

 	1	 	

If you decide to exercise your vested stock options in order to participate in the Offer, you must exercise your stock options in a manner that will allow you to receive shares of Class A common stock upon exercise. This can be accomplished in one of two ways. You may either (1) initiate an “exercise-and-hold” transaction, which will require you to exercise your stock options by depositing cash or borrowing on margin using other securities in your Fidelity account as collateral to pay the exercise price of the option, brokerage commissions and taxes, or (2) initiate an “exercise-and-sell-to-cover” transaction, which will require you to exercise your stock options by selling just enough shares of Class A common stock underling your stock option to cover the stock option cost, taxes and brokerage commissions. Ordinarily, you can also elect to exercise your stock options through an “exercise-and-sell” transaction (also called a “cashless” exercise), which allows you to buy shares of Class A common stock underlying your stock option and selling the acquired shares at the same time without using your own cash. If you intend to tender shares received upon exercise of your stock options, do not elect to effectuate an “exercise-and-sell” transaction to exercise your stock options, as it will result in you receiving a cash payment rather shares of Class A common stock, which you will need to tender in order to participate in the Offer.
 
Following exercise, you will receive shares of Altice USA Class A common stock that you may tender in the Offer if you so choose prior to the Expiration Time. You should evaluate all of the Offer documents to determine if participation would be advantageous to you. The Offer documents consist of (1) an Offer to Purchase dated November 23, 2020, and (2) the Letter of Transmittal. You can obtain a copy of the Offer documents from D.F. King & Co., Inc., the information agent for the Offer, at 1-866-745-0271. The Offer to Purchase sets forth all of the terms and conditions of the Offer, some of which are summarized below. If you hold share certificates registered in your own name, the Letter of Transmittal is the form you would use to inform Altice USA that you wish to participate in the Offer. If you have Class A common stock that you receive upon exercise of options deposited into your Fidelity brokerage account, Fidelity will be required to tender Class A common stock on your behalf, and you must complete any forms required to instruct Fidelity to tender on your behalf and must meet any deadlines set by Fidelity for receipt of those forms. If you are considering exercising your stock options and participating in the Offer and have any questions, you should contact Fidelity (at 1-800-544-9354) regarding exercising your stock options or D.F. King & Co., Inc. (at 1-866-745-0271) regarding the Offer.
 
Whether or not you choose to exercise your stock options, and whether or not you choose to participate in the Offer, is entirely your decision. Altice USA’s Board of Directors has approved the making of the Offer. However, neither Altice USA nor its Board of Directors is making any recommendation as to whether you should exercise your stock options, whether you should participate in the Offer or, if you decide to participate, at what purchase price or purchase prices you may tender your shares of Class A common stock in the Offer. You should review the Offer materials, each as may be amended or supplemented from time to time, including the Offer to Purchase and the Letter of Transmittal, and consult your own tax, financial and other personal advisors before determining whether to exercise options and whether to participate in the Offer.
 
If you wish to exercise all or a portion of your vested stock options in order to tender the underlying shares of Class A common stock in the Offer, you must exercise your stock options, in the manner described above, no later than 11:59 p.m., New York City time, on Wednesday, December 16, 2020, to allow Fidelity enough time to facilitate your exercise and to transfer shares of Class A common stock to your Fidelity brokerage account prior to the Expiration Time.
 
If you do elect to exercise your stock options, the exercise is not revocable, even if all or a portion of your shares of Class A common stock are not accepted in the Offer.
 
Summary of Terms of the Offer
 
The terms and conditions of the Offer are fully set forth in the Offer to Purchase and the Letter of Transmittal, available from D.F. King & Co., Inc., the information agent for the Offer, at 1-866-745-0271. The summary set forth below is intended only to provide you with a brief overview of the Offer so that you can determine whether you want to obtain a copy of the Offer documents for further review. This summary is qualified entirely by the terms and conditions set forth in the Offer documents.

 	2	 	

Altice USA is offering to purchase for cash its Class A common stock, $0.01 par value per share, having an aggregate purchase price of up to $2.5 billion at a price not greater than $36.00 per share nor less than $32.25 per share, to the seller stockholders in cash, less any applicable withholding taxes and without interest, through a modified “Dutch auction” tender offer upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 23, 2020 and the related Letter of Transmittal.
 
Tendering stockholders may specify a price not greater than $36.00 per share nor less than $32.25 per share (in increments of $0.25) at which they are willing to sell their shares pursuant to the Offer. On the terms and subject to the conditions of the Offer, the Company will designate a single per share price that the Company will pay for shares properly tendered and not properly withdrawn from the Offer, taking into account the total number of shares tendered and the prices specified by tendering stockholders. The Company will select the lowest purchase price, not greater than $36.00 per share nor less than $32.25 per share, that will allow it to purchase shares of Class A common stock having an aggregate purchase price of $2.5 billion, or a lower amount depending on the number of shares of Class A common stock properly tendered and not properly withdrawn (such purchase price, the “Final Purchase Price”). Only shares validly tendered at prices at or below the Final Purchase Price, and not properly withdrawn, will be eligible for purchase in the Offer. All shares of Class A common stock acquired in the Offer will be acquired at the Final Purchase Price, including those shares of Class A common stock tendered at a price lower than the Final Purchase Price. However, due to the “odd lot” priority, proration and conditional tender offer provisions described in the Offer to Purchase, all of the shares tendered may not be purchased if the number of shares properly tendered at or below the Final Purchase Price and not properly withdrawn have an aggregate value in excess of $2.5 billion (based on the Final Purchase Price). The Company reserves the right, in its sole discretion, to change the purchase price range per share and to increase or decrease the aggregate value of shares sought in the Offer, subject to applicable law. In accordance with the rules of the U.S. Securities and Exchange Commission (“SEC”), the Company may purchase in the Offer up to an additional 2% of its outstanding shares without amending or extending the Offer.
 
The Company will purchase only those shares properly tendered and not properly withdrawn upon the terms and conditions of the Offer. All shares accepted for payment will be paid promptly after the Expiration Time, to the seller in cash, less any applicable withholding taxes and without interest.
 
If you exercise any of your vested stock options, and Altice USA does not accept the tender of all or any of your shares of Class A common stock for any reason, including, without limitation, oversubscription, you will not be able to rescind your stock option exercise.
 
Tax Implications
 
You should consult your own tax advisor as to the particular U.S. federal income tax consequences to you of exercising your stock options and tendering shares of Class A common stock pursuant to the Offer and the applicability and effect of any state, local or foreign tax laws and other tax consequences with respect to option exercises and the Offer.
 
THE OFFER IS NOT BEING MADE TO, NOR WILL TENDERS BE ACCEPTED FROM, OR ON BEHALF OF, HOLDERS OF CLASS A COMMON STOCK IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.

 
 
Stock plan recordkeeping and administrative services are provided by Fidelity. Altice USA and Fidelity are not affiliated. This material has been prepared and distributed by Altice USA and it is solely responsible for its accuracy.

 	3	 	

Exhibit 99.(a)(1)(G)
 
Altice USA Announces Commencement of Tender Offer to Repurchase up to $2.5 Billion of Its Class A Common Stock
 
November 23, 2020 07:00 AM Eastern Standard Time
 
LONG ISLAND CITY, N.Y.--(BUSINESS WIRE)-- Altice USA, Inc. (NYSE: ATUS) (“Altice USA” or the “Company”) announced today that it has commenced a modified “Dutch auction” tender offer to repurchase up to $2.5 billion of its Class A common stock at a price not greater than $36.00 per share nor less than $32.25 per share, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase and Letter of Transmittal that are being distributed to stockholders (the “Offer”). If the Offer is fully subscribed, the number of shares to be purchased in the Offer represents approximately 19.6% to 21.9% of Altice USA’s issued and outstanding shares of Class A common stock (or approximately 12.8% to 14.3% of Altice USA’s total outstanding shares including both Class A and Class B common stock) as of November 19, 2020 depending on the purchase price payable for those shares pursuant to the Offer. The Offer represents a premium of approximately 0% to 12% to the NYSE closing price of the shares on November 20, 2020 of $32.27 per share.
 
With this Offer, Altice USA is increasing its buyback target for full year 2020 from ≥ $2.0 billion to approximately $5.0 billion. From October 1, 2020 to November 20, 2020, the Company repurchased 22,677,812 Class A shares pursuant to its share repurchase program at an average cost of $29.10 per share for approximately $660 million (a total amount of approximately $2.5 billion year-to-date). As a result of the Offer, the Company now expects its 2020 year-end net leverage for the CSC Holdings, LLC debt silo to be between 5.0x to 5.5x Adjusted EBITDA (on a L2QA basis). The Company expects to return to its net leverage target for CSC Holdings, LLC of 4.5x to 5.0x over time.
 
On November 20, 2020, the Altice USA Board of Directors increased the capacity under the Company’s existing share repurchase program from $5.0 billion to $7.0 billion in the aggregate of Class A shares to facilitate the Offer and any subsequent additional share repurchases (commencing at least ten business days following the expiration or termination of the Offer). As of November 23, 2020, the capacity under the Company’s upsized share repurchase program was approximately $4.3 billion, or approximately $1.8 billion after the assumed repurchase of $2.5 billion of Class A shares pursuant to the Offer.
 
The Offer will expire at one (1) minute after 11:59 p.m., New York City time, on Monday, December 21, 2020, unless extended by Altice USA. Tenders of shares must be made prior to the expiration of the Offer and may be withdrawn at any time prior to the expiration of the Offer. The Offer will not be conditioned upon any minimum number of shares being tendered; however, the Offer is subject to a number of terms and conditions described in the Offer to Purchase, including the closing of the Company’s sale of 49.99% of its Lightpath fiber enterprise business.
 
Tendering stockholders may specify a price not greater than $36.00 per share nor less than $32.25 per share (in increments of $0.25) at which they are willing to sell their shares pursuant to the Offer. On the terms and subject to the conditions of the Offer, the Company will designate a single per share price that the Company will pay for shares properly tendered and not properly withdrawn from the Offer, taking into account the total number of shares tendered and the prices specified by tendering stockholders. The Company will select the lowest purchase price, not greater than $36.00 per share nor less than $32.25 per share, that will allow it to purchase shares having an aggregate purchase price of $2.5 billion, or a lower amount depending on the number of shares properly tendered and not properly withdrawn (such purchase price, the “Final Purchase Price”). Only shares validly tendered at prices at or below the Final Purchase Price, and not properly withdrawn, will be eligible for purchase in the Offer. All shares acquired in the Offer will be acquired at the Final Purchase Price, including those shares tendered at a price lower than the Final Purchase Price. However, due to the “odd lot” priority, proration and conditional tender offer provisions described in the Offer to Purchase, all of the shares tendered may not be purchased if the number of shares properly tendered at or below the Final Purchase Price and not properly withdrawn have an aggregate value in excess of $2.5 billion (based on the Final Purchase Price).

 

The Company will purchase only those shares properly tendered and not properly withdrawn upon the terms and conditions of the Offer. All shares accepted for payment will be paid promptly after the expiration of the Offer period, to the seller in cash, less any applicable withholding taxes and without interest. At the maximum Final Purchase Price of $36.00 per share, the Company would purchase 69,444,444 shares if the Offer is fully subscribed, which would represent approximately 12.8% of the total issued and outstanding shares of Class A and Class B Common Stock as of November 19, 2020. At the minimum Final Purchase Price of $32.25 per share, the Company would purchase 77,519,379 shares if the Offer is fully subscribed, which would represent approximately 14.3% of the total issued and outstanding shares of Class A and Class B Common Stock as of November 19, 2020.
 
Shares not purchased in the Offer will be returned at the Company’s expense promptly following the expiration of the Offer. The Company reserves the right, in its sole discretion, to change the per share purchase price options and to increase or decrease the aggregate value of shares sought in the Offer, subject to applicable law. In accordance with the rules of the U.S. Securities and Exchange Commission (“SEC”), the Company may purchase in the Offer up to an additional 2% of its outstanding shares without amending or extending the Offer.
 
The Company intends to pay for the purchase of the shares with cash on hand, cash from operations and, to the extent necessary, borrowings under its revolving credit facility.
 
The Information Agent for the Offer is D.F. King & Co., Inc. The Depositary is American Stock Transfer & Trust Company, LLC. The Offer to Purchase, Letter of Transmittal and related documents are being mailed to stockholders of record and also will be made available for distribution to beneficial owners of shares. For questions and information, please call the Information Agent toll free at 1-866-745-0271. Goldman Sachs & Co. LLC is acting as Financial Advisor to the Company in connection with the Offer.
 
Altice USA’s Board of Directors has approved the Offer. However, none of Altice USA, its Board of Directors, the Information Agent, the Depositary or the Financial Advisor is making any recommendations to stockholders as to whether to tender or refrain from tendering their shares or as to the purchase price or the purchase prices at which shares may be tendered into the Offer. Stockholders must make their own decisions as to how many shares they will tender, if any, and at what price or prices to tender. In so doing, stockholders should read and evaluate carefully the information in the Offer to Purchase and in the related Letter of Transmittal.

 

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL SHARES OF CLASS A COMMON STOCK OF ALTICE USA, INC. THE OFFER IS BEING MADE ONLY PURSUANT TO THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS THAT ALTICE USA WILL SHORTLY BE DISTRIBUTING TO ITS STOCKHOLDERS AND FILING WITH THE SEC. STOCKHOLDERS SHOULD READ CAREFULLY THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE OFFER. STOCKHOLDERS MAY OBTAIN A FREE COPY OF THE TENDER OFFER STATEMENT ON SCHEDULE TO, THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND OTHER DOCUMENTS THAT ALTICE USA WILL SHORTLY BE FILING WITH THE SEC AT THE SEC’S WEBSITE AT WWW.SEC.GOV OR BY CALLING D.F. KING & CO., INC., THE INFORMATION AGENT FOR THE OFFER, TOLL-FREE AT 1-866-745-0271. STOCKHOLDERS ARE URGED TO CAREFULLY READ THESE MATERIALS PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE OFFER.
 
About Altice USA
 
Altice USA is one of the largest broadband communications and video services providers in the United States, delivering broadband, video, mobile, proprietary content and advertising services to more than 5 million residential and business customers across 21 states through its Optimum and Suddenlink brands. The company operates a4, an advanced advertising and data business, which provides audience-based, multiscreen advertising solutions to local, regional and national businesses and advertising clients. Altice USA also offers hyper-local, national, international and business news through its News 12, Cheddar and i24NEWS networks.
 
FORWARD-LOOKING STATEMENTS
 
Certain statements in this press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this release. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "anticipate", "believe", "could", "estimate", "expect", "forecast", "intend", "may", "plan", "project", "should" or "will" or, in each case, their negative, or other variations or comparable terminology. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. To the extent that statements in this release are not recitations of historical fact, such statements constitute forward-looking statements, which, by definition, involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements including risks referred to in our most recently filed Annual Report on Form 10-K and in our most recently filed Quarterly Report on Form 10-Q. You are cautioned to not place undue reliance on Altice USA’s forward-looking statements. Any forward-looking statement speaks only as of the date on which it was made. Altice USA specifically disclaims any obligation to publicly update or revise any forward-looking statement, as of any future date.

 

Contacts
 
Altice USA Investor Relations
Nick Brown: +1 917 589 9983 / nick.brown@alticeusa.com
Cathy Yao: +1 347 668 8001 / cathy.yao@alticeusa.com
 
Altice USA Communications
Lisa Anselmo: +1 516 279 9461 / lisa.anselmo@alticeusa.com

 

Exhibit 99.(a)(1)(H)
 
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares. The Offer (as defined below) is made solely by the Offer to Purchase, dated November 23, 2020, and the related Letter of Transmittal, and any amendments or supplements thereto. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Class A common stock in any jurisdiction in which the making or acceptance or offers to sell shares would not be in compliance with the laws of that jurisdiction.
 
Notice of Offer to Purchase for Cash
by
Altice USA, Inc.
of
Up to $2.5 Billion of Shares of its Class A Common Stock
at a Purchase Price
Not Greater Than $36.00 Per Share Nor Less Than $32.25 Per Share
 
Altice USA, Inc., a Delaware corporation (the “Company”), is offering to purchase for cash up to $2.5 billion of shares of its Class A common stock, $0.01 par value per share (the “ Class A common stock” or “shares”), through a modified “Dutch auction” tender offer, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 23, 2020 (the “Offer to Purchase”), and in the related Letter of Transmittal (which together, as they may be amended and supplemented from time to time, constitute the “Offer”). The Company is inviting its stockholders to tender their shares at a price not greater than $36.00 per share nor less than $32.25 per share, to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions of the Offer. The Offer will not be conditioned upon any minimum number of shares being tendered; however, the Offer is subject to a number of terms and conditions described in the Offer to Purchase and the related Letter of Transmittal, including the closing of the Company’s sale of 49.99% of its Lightpath fiber enterprise business.
 
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE (1) MINUTE AFTER 11:59 P.M., NEW YORK CITY TIME, ON MONDAY, DECEMBER 21, 2020, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION TIME”).
 
The Board of Directors of the Company has approved the Offer. However, none of the Company, its Board of Directors, the Information Agent or the Depositary is making any recommendation to any stockholder as to whether to tender or refrain from tendering shares or as to the price or prices at which shares may be tendered, and the Company has not authorized any person to make any such recommendation. Stockholders must make their own decisions as to whether to tender their shares and, if so, how many shares to tender and at what price or prices to tender. In so doing, stockholders should read and evaluate carefully the information in the Offer to Purchase and in the related Letter of Transmittal, including the Company’s reasons for making the Offer, and should consult with their own investment and tax advisors.
 
The Company’s stockholders will have the opportunity to tender some or all of their shares at a price not greater than $36.00 per share nor less than $32.25 per share. Tendering stockholders must either elect to accept the price determined in the Offer or specify a price not greater than $36.00 per share nor less than $32.25 per share (in increments of $0.25) at which they are willing to sell their shares pursuant to the Offer. On the terms and subject to the conditions of the Offer, the Company will designate a single per share price that the Company will pay for shares properly tendered and not properly withdrawn from the Offer, taking into account the total number of shares tendered and the prices specified by tendering stockholders. The Company will select the lowest purchase price, not greater than $36.00 per share nor less than $32.25 per share, that will allow it to purchase Class A common stock having an aggregate purchase price of $2.5 billion, or a lower amount depending on the number of shares of Class A common stock properly tendered and not properly withdrawn (such purchase price, the “Final Purchase Price”). Only shares validly tendered at prices at or below the Final Purchase Price, and not properly withdrawn, will be eligible for purchase in the Offer. All shares of Class A common stock acquired in the Offer will be acquired at the Final Purchase Price, including those shares of Class A common stock tendered at a price lower than the Final Purchase Price. However, due to the “odd lot” priority, proration and conditional tender offer provisions described in the Offer to Purchase, all of the shares tendered may not be purchased if the number of shares properly tendered at or below the Final Purchase Price and not properly withdrawn have an aggregate value in excess of $2.5 billion (based on the Final Purchase Price).

 	1	 	

The Company will purchase only those shares properly tendered and not properly withdrawn upon the terms and conditions of the Offer. All shares accepted for payment will be paid promptly after the Expiration Time, to the seller in cash, less any applicable withholding taxes and without interest. At the maximum Final Purchase Price of $36.00 per share, the Company would purchase 69,444,444 shares if the Offer is fully subscribed, which would represent approximately 19.6% of the issued and outstanding shares of Class A common stock as of November 19, 2020 (or approximately 12.8% of the total issued and outstanding common stock including both Class A and Class B common stock). At the minimum Final Purchase Price of $32.25 per share, the Company would purchase 77,519,379 shares if the Offer is fully subscribed, which would represent approximately 21.9% of the issued and outstanding shares of Class A common stock as of November 19, 2020 (or approximately 14.3% of the total issued and outstanding common stock including both Class A and Class B common stock).
 
The Company reserves the right, in its sole discretion, to change the stockholders’ per share purchase price options and to increase or decrease the aggregate value of shares sought in the Offer, subject to applicable law. In addition, in the event that shares are properly tendered at or below the Final Purchase Price (and not properly withdrawn) having an aggregate purchase price of more than $2.5 billion, the Company may exercise its right to purchase up to an additional 2% of its outstanding shares without extending the Expiration Time.
 
For purposes of the Offer, the Company will be deemed to have accepted for payment, and therefore purchased, shares properly tendered (and not properly withdrawn), subject to the “odd lot,” priority, proration and conditional tender provisions of the Offer, only when, as and if the Company gives oral or written notice to American Stock Transfer & Trust Company, LLC, the depositary for the Offer (the “Depositary”), of its acceptance of such shares for payment under the Offer. The Company will make payment for shares tendered and accepted for payment under the Offer only after timely receipt by the Depositary of certificates for such shares or of timely confirmation of a book-entry transfer of such shares into the Depositary’s account at the “book-entry transfer facility” (as defined in the Offer to Purchase), a properly completed and duly executed Letter of Transmittal or a manually signed facsimile thereof or, in the case of a book-entry transfer, an “agent’s message” (as defined in the Offer to Purchase), and any other documents required by the Letter of Transmittal.
 
If the conditions of the Offer have been satisfied or waived and shares having an aggregate value (based on the Final Purchase Price) in excess of $2.5 billion (or such greater amount as the Company may elect to purchase, subject to applicable law) have been properly tendered at or below the Final Purchase Price and not properly withdrawn on or prior to the Expiration Time, the Company will purchase shares:
 
	·	first, from all holders of “odd lots” of fewer than 100 shares who properly tender all of their shares at or below the Final Purchase Price and do not properly withdraw them before the Expiration Time;	
 
	·	second, from all other stockholders who properly tender shares at or below the Final Purchase Price, on a pro rata basis (except for stockholders who tendered shares conditionally for which the condition was not satisfied); and	
 
	·	third, only if necessary to permit the Company to purchase shares having an aggregate purchase price of $2.5 billion (or such greater amount as the Company may elect, subject to applicable law), from holders who have tendered shares conditionally at or below the Final Purchase Price (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares.	
 
Because of the “odd lot,” priority, proration and conditional tender provisions described above, the Company may not purchase all of the shares that a stockholder tenders.
 
The Company will return all tendered shares that it has not purchased in the Offer to the tendering stockholders or, in the case of shares delivered by book-entry transfer, will credit the account at the book-entry facility from which the transfer has been previously made, at the Company’s expense promptly after the Expiration Time.

 	2	 	

The Company expressly reserves the right, in its sole discretion, at any time and from time to time, to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and payment for, any shares by giving oral or written notice of such extension to the Depositary and making a public announcement thereof no later than 9:00 a.m., New York City time, on the next business day after the last previously scheduled or announced Expiration Time. During any such extension, all shares previously tendered and not properly withdrawn will remain subject to the Offer and to the right of a tendering stockholder to withdraw such stockholder’s shares. The Company also expressly reserves the right to terminate the Offer, as described in the Offer to Purchase. Subject to compliance with applicable laws, the Company further reserves the right, regardless of whether any of the circumstances described in the Offer to Purchase shall have occurred or shall be deemed by the Company to have occurred, to amend the Offer in any respect, including, without limitation, by increasing or decreasing the consideration offered. The Company will announce any such termination or amendment to the Offer by making a public announcement of the termination or amendment in accordance with applicable law.
 
The Company intends to pay for the purchase of the shares with cash on hand, cash from operations and, to the extent necessary, borrowings under its revolving credit facility.
 
The receipt of cash from the Company in exchange for the shares in the Offer will be treated for U.S. federal income tax purposes as (1) a sale or exchange or (2) a distribution in respect of shares from the Company. If you are a Non-U.S. Holder (as defined in Section 14 of the Offer to Purchase), if the receipt of cash by you is treated as consideration received in a sale or exchange, you generally will not be subject to U.S. federal income taxation on the receipt of such cash subject to certain exceptions and, if the receipt of cash is treated as a distribution with respect to your shares, you may be subject to U.S. federal withholding tax on the portion of such distribution treated as a “dividend” for U.S. federal income tax purposes at a rate of 30% (or such lower rate as may be specified pursuant to an applicable income tax treaty). In any event, Non-U.S. Holders should expect that the Depositary or other applicable withholding agent generally will withhold U.S. federal withholding tax at a rate of 30% from any payments made to you pursuant to the Offer unless such withholding agent receives documentation pursuant to which it may determine that a reduced rate of, or exemption from, such withholding applies (if such tax has been withheld, but the receipt of cash for the tendered shares is in fact properly treated as consideration received in a sale or exchange, the Non-U.S. Holder may apply for a refund of such withheld amount). Stockholders are strongly encouraged to read the Offer to Purchase, including Section 14 of the Offer to Purchase, for additional information regarding the U.S. federal income tax consequences of participating in the Offer and to consult their tax advisors.
 
Stockholders who desire to tender their shares but (a) whose certificates for those shares are not immediately available, (b) cannot complete the procedure for book-entry transfer on a timely basis or (c) cannot deliver all required documents to reach the Depositary at or prior to the Expiration Time may still tender their shares by following the procedure for guaranteed delivery set forth in the Offer to Purchase and Letter of Transmittal.
 
Stockholders may withdraw their tendered shares at any time prior to the Expiration Time, and, unless previously accepted for payment by the Company under the Offer, may also be withdrawn at any time after one (1) minute after 11:59 p.m., New York City Time, on January 21, 2021. For such withdrawal to be effective, the Depositary must timely receive a written, telegraphic or facsimile transmission notice of withdrawal at the respective addresses or facsimile number specified for such manner of delivery set forth on the back cover page of the Offer to Purchase. Any such notice of withdrawal must specify the name of the tendering stockholder, the number of shares to be withdrawn and the name of the registered holder of such shares. If the certificates for shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such certificates, the serial numbers shown on such certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an “eligible institution” (as defined in the Offer to Purchase), unless such shares have been tendered for the account of an eligible institution. If more than one Letter of Transmittal has been used or shares have been otherwise tendered by a stockholder in more than one group of shares, shares may be withdrawn by such stockholder using either separate notices of withdrawal or a combined notice of withdrawal, so long as the information specified above is included. If shares have been tendered pursuant to the procedure for book-entry transfer set forth in the Offer to Purchase, any notice of withdrawal also must specify the name and the number of the account at the book-entry transfer facility to be credited with the withdrawn shares and must otherwise comply with such book-entry transfer facility’s procedures.

 	3	 	

The Company will determine, in its sole discretion, all questions as to the form and validity of any notice of withdrawal, including the time of receipt, and such determination will be final and binding, subject to a stockholder’s right to challenge the Company’s determination in a court of competent jurisdiction. None of the Company, D.F. King & Co., Inc., as the Information Agent, American Stock Transfer & Trust Company, LLC, as the Depositary, or any other person will be under any duty to give notification of any defects or irregularities in any tender or notice of withdrawal or incur any liability for failure to give any such notification. The information required to be disclosed by Rule 13e-4(d)(1) under the Securities Exchange Act of 1934, as amended, is contained in the Offer to Purchase and the Schedule TO, both of which are incorporated herein by reference.
 
The Offer to Purchase and the related Letter of Transmittal contain important information that stockholders should read carefully before making any decision with respect to the Offer. Copies of the Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of shares whose names appear on the Company’s stockholder list and will be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of shares.
 
Please direct any questions or requests for assistance to the Information Agent at the telephone numbers and address set forth below. Please direct requests for additional copies of the Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery to the Information Agent at the telephone numbers and address set forth below. The Information Agent will promptly furnish to stockholders additional copies of these materials at the Company’s expense. Stockholders may also contact their broker, dealer, commercial bank, trust company or nominee for assistance concerning the Offer.
 
The Information Agent for the Offer is:
D.F. King & Co., Inc.
48 Wall Street – 22nd Floor
New York, New York 10005
Banks and broker call: (212) 269-5550
All others call toll-free: (866) 745-0271
Email: atus@dfking.com

 	4	 	

​
 
 Exhibit 99.(a)(1)(I)​
Notice of Withdrawal
For Tender of Shares of Class A Common Stock
Pursuant to the Offer to Purchase, Dated November 23, 2020
by
Altice USA, Inc.
Up to $2.5 Billion of its Class A Common Stock
At a Purchase Price Not Greater than $36.00 per Share Nor Less than $32.25 per Share
​	​	THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE (1) MINUTE AFTER 11:59 P.M., NEW YORK CITY TIME, ON MONDAY, DECEMBER 21, 2020, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”).	​	​	
The undersigned hereby withdraws the tender of his, her or its Class A common stock, $0.01 par value per share (each, a “Share,” and collectively, “Shares”), of Altice USA, Inc. (the “Company,” “we,” “us” or “our”) pursuant to the offer of the Company to purchase for cash its Shares, having an aggregate purchase price of up to $2.5 billion at a price not greater than $36.00 per share nor less than $32.25 per share, to the seller in cash, less any applicable withholding taxes and without interest, through a modified “Dutch auction” tender offer upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 23, 2020 (together with any amendments or supplements thereto, the “Offer to Purchase”), in the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal”) and in other related materials as may be amended or supplemented from time to time (collectively, with the Offer to Purchase and this Letter of Transmittal, the “Offer”).
If you have questions or need assistance, you should contact D.F. King & Co., Inc. the information agent for the offer (the “Information Agent”) at the address and telephone number set forth on the back cover of the Offer to Purchase. If you require additional copies of the Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery, the IRS Form W-9 or other related materials, you should contact the Information Agent. Copies will be furnished promptly at the Company’s expense.
All withdrawals of Shares previously tendered in the Offer must comply with the procedures set forth in Section 4 of the Offer to Purchase.
The undersigned has identified in the table below the Shares that are being withdrawn from the Offer. If a stockholder has used more than one Letter of Transmittal or has otherwise tendered Shares in more than one group of Shares, the stockholder may withdraw Shares using either separate written notices of withdrawal or a combined written notice of withdrawal, so long as the information specified above is included.

​
 
DESCRIPTION OF SHARES TO BE WITHDRAWN
​

​	SHARES TO BE WITHDRAWN	​	​	PRICE (IN DOLLARS) PER SHARE AT
WHICH SHARES WERE TENDERED	​	
​	Number of Shares: 
 
CUSIP NO.: 
 
Name of Tendering Stockholder:
​
Name of Registered Holder of the Shares:
​
Serial Numbers for Certificates for Shares (if applicable):
​
   
​	​	​	☐
Shares Tendered At Price Determined By Stockholder
​
☐
$32.25
​
☐
$32.50
​
☐
$32.75
​
☐
$33.00
​
☐
$33.25
​
☐
$33.50
​
☐
$33.75
​
☐
$34.00
​
☐
$34.25
​
☐
$34.50
​
☐
$34.75
​
☐
$35.00
​
☐
$35.25
​
☐
$35.50
​
☐
$35.75
​
☐
$36.00
​	​	
 
2

​
 
DESCRIPTION OF SHARES TO BE WITHDRAWN
​

​	SHARES TO BE WITHDRAWN	​	​	PRICE (IN DOLLARS) PER SHARE AT
WHICH SHARES WERE TENDERED	​	
​	Number of Shares: 
 
CUSIP NO.: 
 
Name of Tendering Stockholder:
​
Name of Registered Holder of the Shares:
​
Serial Numbers for Certificates for Shares (if applicable):
   
​
   
​	​	​	☐
Shares Tendered At Price Determined By Stockholder
​
☐
$32.25
​
☐
$32.50
​
☐
$32.75
​
☐
$33.00
​
☐
$33.25
​
☐
$33.50
​
☐
$33.75
​
☐
$34.00
​
☐
$34.25
​
☐
$34.50
​
☐
$34.75
​
☐
$35.00
​
☐
$35.25
​
☐
$35.50
​
☐
$35.75
​
☐
$36.00
​	​	
 
3

​
 
DESCRIPTION OF SHARES TO BE WITHDRAWN
​

​	SHARES TO BE WITHDRAWN	​	​	PRICE (IN DOLLARS) PER SHARE AT
WHICH SHARES WERE TENDERED	​	
​	Number of Shares: 
 
CUSIP NO.: 
 
Name of Tendering Stockholder:
​
Name of Registered Holder of the Shares:
​
Serial Numbers for Certificates for Shares (if applicable):
 
​
   
​	​	​	☐
Shares Tendered At Price Determined By Stockholder
​
☐
$32.25
​
☐
$32.50
​
☐
$32.75
​
☐
$33.00
​
☐
$33.25
​
☐
$33.50
​
☐
$33.75
​
☐
$34.00
​
☐
$34.25
​
☐
$34.50
​
☐
$34.75
​
☐
$35.00
​
☐
$35.25
​
☐
$35.50
​
☐
$35.75
​
☐
$36.00
​	​	
 
4

​
 
For withdrawals of Shares delivered through The Depository Trust Company (the “Book-Entry Transfer Facility”), this notice of withdrawal (this “Notice of Withdrawal”) should only be used for such withdrawals if the undersigned needs to withdraw Shares after the Book-Entry Transfer Facility closes, which is expected to occur at 5:00 p.m., New York City time, on the Expiration Date. Otherwise, the Book-Entry Transfer Facility’s form of notice of withdrawal should be used for such Shares.
Once the Book-Entry Transfer Facility has closed, if you beneficially own Shares that were previously delivered through the Book-Entry Transfer Facility, then in order to properly withdraw your Shares, the institution through which your Shares are held must deliver via email this Notice of Withdrawal to American Stock Transfer & Trust Company, LLC, the depositary for the Offer (the “Depositary”), at info@astfinancial.com prior to one (1) minute after 11:59 p.m., New York City time, on the Expiration Date. You should consult with such institution on the procedures that must be complied with and the time by which such procedures must be completed to ensure that the institution has ample time to submit this Notice of Withdrawal on your behalf prior to one minute after 11:59 p.m. on the Expiration Date.
This form must be signed below by the applicable Book-Entry Transfer Facility participant as its name appears on a security position listing showing such participant as the owner of the Shares being tendered. If signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, please set forth the full title of such persons.
Name of Book-Entry Transfer Facility Participant:
​
Account Number(s):
​
Signature(s):
​
Capacity (Full Title):
​
Address (and Zip Code):
​
Telephone Number:
​
TIN or SSN:
​
Book-Entry Transfer Facility Participant No.:
​
Transaction Code Number:
​
Date:
​
We will determine all questions as to the form and validity, including the time of receipt, of any notice of withdrawal, in our sole discretion, which determination will be final and binding on all parties absent a finding to the contrary by a court of competent jurisdiction. Neither we nor the Depositary, the Information Agent or any other person will be obligated to give notice of any defects or irregularities in any notice of withdrawal, nor will any of the foregoing incur liability for failure to give any such notification.
Withdrawals may not be rescinded, and any Shares properly withdrawn will be deemed not properly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered before the Expiration Date by again following one of the procedures described in Section 3 of the Offer to Purchase.
 
5