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* Includes 46,177,079 shares of Class A Common Stock held by Holding LP, 5,281,258 shares of Class A Common Stock held by CVC 3, 490,085,674 shares of Class B Common Stock held by CVC 3 and assumes conversion of all shares of Class B Common Stock held by CVC 3 into shares of Class A Common Stock.  Altice N.V. owns an indirect controlling interest in CVC 3, which is the sole member of Holding GP, which is the sole general partner of Holding LP. 

† This percentage is calculated based upon information set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2017, according to which there were 246,982,292 shares of Class A Common Stock outstanding as of September 30, 2017, plus the 490,085,674 shares of Class A Common Stock underlying the shares of Class B Common Stock held by affiliates of the Reporting Person.

 

* Includes 46,177,079 shares of Class A Common Stock held by Holding LP, 5,281,258 shares of Class A Common Stock held by CVC 3, 490,085,674 shares of Class B Common Stock held by CVC 3 and assumes conversion of all shares of Class B Common Stock held by CVC 3 into shares of Class A Common Stock.  CVC 3 is the sole member of Holding GP, which is the sole general partner of Holding LP.

† This percentage is calculated based upon information set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2017, according to which there were 246,982,292 shares of Class A Common Stock outstanding as of September 30, 2017, plus the 490,085,674 shares of Class A Common Stock underlying the shares of Class B Common Stock held by affiliates of the Reporting Person.

 

* Includes 46,177,079 shares of Class A Common Stock held by Holding LP, 5,281,258 shares of Class A Common Stock held by CVC 3, 490,085,674 shares of Class B Common Stock held by CVC 3, 7,526,349 shares of Class A Common Stock held by UpperNext S.C.S.p (“Uppernext”), 1,000 shares of Class A Common Stock held by A4, S.A. (“A4”), 1,000 shares of Class B Common Stock held by A4 and assumes conversion of all shares of Class B Common Stock held by CVC 3 and A4 into shares of Class A Common Stock.  Next Alt, a personal holding company of Patrick Drahi, who is its controlling shareholder, as of the date of this report, holds 60.31% of the share capital and voting rights of Altice N.V.   Altice N.V. maintains a one-tier board of three executive board members and three non-executive board members.  The executive board members are appointed by the shareholders at the general meeting at the binding nomination of Next Alt.  A4, which is controlled by the family of Mr. Drahi, is an executive board member of Altice N.V.  Altice N.V. owns an indirect controlling interest in CVC 3, which is the sole member of Holding GP, which is the sole general partner of Holding LP.  In addition, Mr. Drahi is the sole controlling shareholder of Uppernext.  Mr. Drahi disclaims beneficial ownership of the 1,000 shares of Class A Common Stock and 1,000 shares of Class B Common Stock held by A4.

† This percentage is calculated based upon information set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2017, according to which there were 246,982,292 shares of Class A Common Stock outstanding as of September 30, 2017, plus the 490,086,674 shares of Class A Common Stock underlying the shares of Class B Common Stock held by affiliates of the Reporting Person.

 

* Holding GP is the sole general partner of Holding LP.

† This percentage is calculated based upon information set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2017, according to which there were 246,982,292 shares of Class A Common Stock outstanding as of September 30, 2017, plus the 490,085,674 shares of Class A Common Stock underlying the shares of Class B Common Stock held by affiliates of the Reporting Person.

 

† This percentage is calculated based upon information set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2017, according to which there were 246,982,292 shares of Class A Common Stock outstanding as of September 30, 2017, plus the 490,085,674 shares of Class A Common Stock underlying the shares of Class B Common Stock held by affiliates of the Reporting Person.

Item 1.

(a) Name of Issuer:

 

Altice USA, Inc.

 

(b) Address of Issuer’s Principal Executive Offices:

 

1 Court Square West, Long Island City, New York 11101

 

Item 2.

(a) Name of Person Filing:

 

This Schedule 13G is being filed by each of the following persons (each a “Reporting Person,” and together, the “Reporting Persons”):

 

(i)

Next Alt S.à. r.l.

(ii)

Altice N.V.

(iii)

CVC 3 B.V.

(iv)

Patrick Drahi

(v)

Neptune Holding US GP LLC

(vi)

Neptune Holding US Limited Partnership

 

(b) Address of Principal Business Office:

 

The principal business office for Next Alt and Patrick Drahi is 5 Rue Eugene Ruppert, L-2453 Grand Duchy of Luxembourg, Luxembourg.

 

The principal business office for Altice NV and CVC 3 is Prins Bernhardplein 200, 1097 JB Amsterdam, Netherlands.

 

The principal business office for Holding GP and Holding LP is c/o Altice USA, Inc., 1 Court Square West, Long Island City, New York 11101.

 

(c) Citizenship:

 

Please refer to Item 4 on each cover sheet for each filing person.

 

(d) Title of Class of Securities:

 

Class A Common Stock

 

(e) CUSIP No.:

 

02156K103

 

Item 3.

 

Not Applicable.

 

 

Item 4. Ownership:

(a)   Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s).

 

(b)   Percent of class: See the response(s) to Item 11 on the attached cover page(s).

 

(c)   Number of shares as to which such person has:

 

(i)    Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s).

 

(ii)   Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s).

 

(iii)  Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s).

 

(iv)  Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).

 

 

Item 5. Ownership of Five Percent or Less of a Class:

Not Applicable.

 

Item 6. Ownership of More Than Five Percent on Behalf of Another Person:

 

See Item 4.

 

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

 

Not Applicable.

 

Item 8. Identification and Classification of Members of the Group:

 

Not Applicable.

 

Item 9. Notice of Dissolution of Group:

 

Not Applicable.

 

Item 10. Certification:

Not Applicable.

 

 

 

 

 

 

After reasonable 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.

 

Dated: February 14, 2018

 

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Know all by these presents that the undersigned hereby constitutes and appoints DAVID CONNOLLY, the undersigned’s true and lawful attorney-in-fact to:

1. execute for and on behalf of the undersigned, in the undersigned’s capacity as a shareholder (whether direct or indirect), officer or director of Altice USA, Inc. (the “Company”) or any combination of the foregoing, statements of beneficial ownership and any amendments thereto (“Statements”) required to be filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 13 of the Securities Exchange Act of 1934 as amended (the “Exchange Act”), and the rules thereunder and all joint filing agreements filed therewith, by Next Alt S.à. r.l., Altice N.V., CVC 3 B.V., Patrick Drahi, Neptune Holding US GP LLC and Neptune Holding US Limited Partnership, individually; and

2.  do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute Statements and timely file the same with the SEC and any stock exchange or similar authority, it being understood that the Statements executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such information and disclosure as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever required, necessary or proper to be done in the exercise of any of the above rights and powers, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact’ shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request and on the behalf of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with, or any liability for the failure to comply with, any provision of Section 13 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file statements of beneficial ownership pursuant to Section 13 of the Exchange Act, unless I earlier revoke it in a signed writing delivered to the attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 14th day of February, 2018.         

 

 

 

POWER OF ATTORNEY

 

 

POWER OF ATTORNEY

 

POWER OF ATTORNEY

 

POWER OF ATTORNEY

 

POWER OF ATTORNEY