UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
November 30,
2020
Via Email
Richard B. Alsop
Sherman & Stearling LLP
599 Lexington Avenue
New York, New York 10022
Re: Altice USA, Inc.
Schedule TO-I filed November 23, 2020
SEC File No. 5-90339
Dear Mr. Alsop:
The staff in the Office of Mergers and Acquisitions in the Division
of Corporation
Finance has conducted a limited review of the filing listed above, focused on
the matters
identified in our comments below. All defined terms have the same meaning as
in your
filing, unless otherwise noted.
Please respond to this letter promptly by filing an amendment, by
providing the
requested information, or by advising us when you will provide the requested
response. If
you do not believe our comments apply to your facts and circumstances or do
not believe
an amendment is appropriate, please tell us why in your response.
After reviewing any amendment and the information you provide in
response to
these comments, we may have additional comments. In some of our comments, we
may
ask you to provide us with information so we may better understand your
disclosure.
Schedule TO-I Item 10. Financial Statements
1. We note that Altice will repurchase 21.9% of the Class A common shares
if this
offer is fully subscribed. Given this significant percentage of the
outstanding
shares, please supplementally explain your conclusion that pro forma
financial
statements showing the effect of the offer (if fully subscribed) are
not required
pursuant to Item 10 of Schedule TO and Item 1010(b) of Regulation M-A.
Richard B. Alsop, Esq.
Shearman & Sterling LLP
November 30, 2020
Page 2
Offer to Purchase Summary Term Sheet Will the Company s directors and
executive
officers tender shares in the Offer? Page 6
2. The disclosure here states that executive officers and directors may
elect to
tender their shares in the Offer However, on page 29 of the Offer
to Purchase,
you state: [O]ur officers and directors have informed us that they
will not tender
any of their shares in the Offer. Please revise this section,
consistent with the
expressed intent of insiders not to tender. Rather than focusing on the
possibility
that these insiders will not tender as you do currently, it should
reflect their stated
intentions currently.
3. See our last comment above. Please add a section in the Summary Term
Sheet
discussing the possible increases in ownership percentages by Next Alt
and
officers and directors of the Company by virtue of their stated intention
not to
tender into the Offer, and assuming repurchase of the maximum of
77,519,379
Class A shares. This section should further describe the voting agreement
that
exists between Mr. Drahi and other insiders, and how the percentage of
shares
subject to that agreement will change as a result of the Offer.
Conditions to the Tender Offer, page 23
4. Refer to the first offer condition on page 23. We note that the offer is
conditioned
on the Lightpath Transaction being consummated before the Expiration
Time. We
further note the following disclosure on page 24 of the Offer to
Purchase:
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 to the
Lightpath Transaction. Describe these other conditions so that
shareholders
understand all of the conditions to which this offer is subject.
5. Refer to the offer condition listed in the second bullet point on page
23. As
currently drafted, the offer is conditioned on trading in securities on
any national
securities exchange. This condition may be missing some words or
otherwise
needs to be clarified. Please advise or revise.
6. Refer to the offer condition in the fourth bullet point on page 23. You
appear to be
conditioning the offer on any material change in ANY exchange rate of any
currency anywhere in the world. Given that there is no definition of
material nor
any link to the business of the Company or any negative impact on its
operations,
we believe this may raise concerns of an illusory offer under Regulation
14E.
Please revise or advise.
Richard B. Alsop, Esq.
Shearman & Sterling LLP
November 30, 2020
Page 3
7. Refer to the last paragraph in this section on page 25: 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 If an event occurs that triggers an
offer condition, you
must promptly notify shareholders whether you are waiving that condition,
modifying it, or asserting it and terminating the offer. You may not wait
until the
end of the offer to assert a condition that occurred before expiration.
Please revise
this language accordingly.
Section 11. Interests of Directors and Executive Officers, page 28
8. At the bottom of page 28, you state that at the minimum Final Purchase
Price, you
would repurchase a maximum of 77,519,379 shares. However, on the next
page,
where you discuss the potential increase in share ownership of Next Alt
as a result
of the offer, you characterize the maximum amount of shares to be
purchased at
the minimum Final Purchase Price as 69,444,444 shares. Please revise or
advise.
If necessary, make appropriate changes to the percentage ownership after
the offer
on page 29.
We remind you that the Company is responsible for the accuracy and
adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by
the staff. Please contact me at (202) 551- 3263 with any questions about these
comments.
Sincerely,
/s/ Christina Chalk
Christina Chalk
Senior Special Counsel
Office of Mergers and Acquisitions