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
 
(AMENDMENT NO. 4)

 
 
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(2)	
$2,500,000,000	$272,750	
 
	(1)	Estimated solely for purposes of calculating the filing fee. This amount is based upon the offer to purchase for up to $2.5 billion in value of Class A common stock of Altice USA, Inc. at a price not greater than $36.00 per share nor less than $32.25 per share.	
 
	(2)	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.	
 
	x	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: $272,750	 	Filing Party: Altice USA, Inc.	
Form or Registration No.: Schedule TO	 	Date Filed: November 23, 2020	
 
	¨	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.	
 	x 	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 Amendment No. 4 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on November 23, 2020 as amended and supplemented by Amendment No. 1, Amendment No. 2 and Amendment No. 3 filed with the SEC on December 3, 2020, December 10, 2020 and December 22. 2020, respectively (as amended, the “Schedule TO”), relating to the offer by Altice USA, Inc., a Delaware corporation (the “Company”), 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, as amended (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal”), copies of which were filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
 
This Amendment is intended to satisfy the reporting requirements of Rule 13e-4(c)(4) under the Securities Exchange Act of 1934, as amended. Only those items amended are reported in this Amendment. Except as specifically provided herein, the information contained in the Schedule TO, the Offer to Purchase and the Letter of Transmittal remains unchanged. This Amendment should be read in conjunction with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.
 
ITEM 11. ADDITIONAL INFORMATION.
 
Item 11(c) of the Schedule TO is hereby amended and supplemented by adding the following:
 
On December 28, 2020, the Company issued a press release announcing the final results of the Offer, which expired at one (1) minute after 11:59 p.m., New York City time, on Monday, December 21, 2020. A copy of the press release is filed as Exhibit (a)(1)(K) to the Schedule TO and 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.	
	(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.	
	(a)(1)(J)*	Press Release dated December 22, 2020	
	(a)(1)(K)**	Press Release dated December 28, 2020	
	(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).	
	(d)(5)	Amended and Restated Stockholders and Registration Rights Agreement, dated June 7, 2018, by and among Altice USA, Inc. and the stockholders party thereto (incorporated herein by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K (File No. 001-38126) filed on June 13, 2018).	
	(d)(6)	Stockholders’ Agreement, dated June 7, 2018, by and among Altice USA, Inc., Next Alt S.à r.l. and A4 S.A. (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-38126) filed on June 13, 2018).	
	(g)	Not Applicable.	
	(h)	Not Applicable.	
 
* Filed as an exhibit to the Schedule TO.
 
** Filed herewith.

 

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: December 28, 2020
 
 	 	ALTICE USA, INC.	

 	By:	/s/ Michael J. Grau	
 	 	Name:	Michael J. Grau	
 	 	Title:	Chief Financial Officer	

 

Exhibit (a)(1)(K) 

 
ALTICE USA ANNOUNCES FINAL RESULTS OF ITS TENDER OFFER
 
NEW YORK (December 28, 2020) -- Altice USA, Inc. (NYSE: ATUS) (“Altice USA” or the “Company”) announces today the final results of its modified “Dutch auction” tender offer to repurchase up to $2.5 billion of its Class A common stock which expired at one (1) minute after 11:59 p.m., New York City time, on Monday, December 21, 2020. Based on the final count by American Stock Transfer & Trust Company, LLC (“AST”), the Depositary for the tender offer, 64,613,479 shares of Class A common stock were properly tendered and not properly withdrawn at or below the final purchase price of $36.00 per share, including shares that were tendered through notices of guaranteed delivery.
 
In accordance with the terms and conditions of the tender offer, the Company has accepted for payment 64,613,479 shares of Class A common stock, including all “odd lots” properly tendered, at the final purchase price of $36.00 per share, for an aggregate purchase price of approximately $2.33 billion (excluding fees and expenses relating to the tender offer). These shares represent approximately 18.2% of the Company’s issued and outstanding shares of Class A common stock (or 12.0% of the Company’s total outstanding shares including both Class A and Class B common stock) as of December 21, 2020.
 
AST will promptly pay for the shares accepted for purchase and will promptly return any other shares tendered and not purchased.
 
The Information Agent for the Offer was D.F. King & Co., Inc. Goldman Sachs & Co. LLC acted as Financial Advisor to the Company in connection with 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.

 

  
 
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