Obligation Alticorp 9% ( XS0946155693 ) en EUR

Société émettrice Alticorp
Prix sur le marché 100 %  ▼ 
Pays  Pays-Bas
Code ISIN  XS0946155693 ( en EUR )
Coupon 9% par an ( paiement semestriel )
Echéance 14/06/2023 - Obligation échue



Prospectus brochure de l'obligation Altice XS0946155693 en EUR 9%, échue


Montant Minimal 100 000 EUR
Montant de l'émission 250 000 000 EUR
Description détaillée Altice est un groupe multinational de télécommunications basé aux Pays-Bas, opérant dans plusieurs pays via des filiales offrant des services de téléphonie fixe et mobile, d'accès internet haut débit et de télévision.

L'obligation Altice (XS0946155693), émise aux Pays-Bas pour un montant total de 250 000 000 EUR, avec un taux d'intérêt de 9%, une taille minimale d'achat de 100 000 EUR, et une maturité le 14/06/2023, a été intégralement remboursée à son prix nominal de 100% à échéance, les paiements d'intérêts ayant été effectués semestriellement.








LISTING PARTICULARS
NOT FOR GENERAL CIRCULATION
DATED AUGUST 7, 2013
IN THE UNITED STATES
OR ISRAEL
250,000,000 9% Senior Notes due 2023
issued by
ALTICE FINCO S.A

Altice Finco S.A., a public limited liability company (société anonyme) incorporated under the laws of
Luxembourg (the "Senior Notes Issuer" or the "Issuer") and a wholly-owned subsidiary of Altice VII S.à r.l. ("Altice
VII"), offered 250 million aggregate principal amount of its 9% senior notes due 2023 (the "New Senior Notes"). The
New Senior Notes will mature on June 15, 2023. The Senior Notes Issuer will pay interest on the New Senior Notes
semi-annually in cash in arrears on each January 15 and July 15, commencing on January 15, 2014.
At any time prior to June 15, 2018, the Senior Notes Issuer may redeem some or all of the New Senior Notes at
a price equal to 100% of the principal amount plus a "make whole" premium. At any time on or after June 15, 2018, the
Senior Notes Issuer may redeem some or all of the New Senior Notes at the redemption prices set forth herein. In
addition, at any time prior to June 15, 2016, the Senior Notes Issuer may redeem up to 40% of the New Senior Notes
with the net proceeds from one or more specified equity offerings. Further, the Senior Notes Issuer may redeem all of the
New Senior Notes at a price equal to their principal amount plus accrued and unpaid interest and additional amounts, if
any, upon the occurrence of certain changes in tax law. If Altice VII and its restricted subsidiaries sell certain of their
assets, if the Senior Notes Issuer or Altice VII experience specific kinds of changes in control or upon certain HOT
Minority Shareholder Option Exercises (as defined herein), the Senior Notes Issuer may be required to make an offer to
repurchase the New Senior Notes at the prices set forth herein.
The gross proceeds from the sale of the New Senior Notes were deposited in an escrow account (the "Escrow
Account") in the name of the Trustee (as defined herein) on behalf of the holders of the New Senior Notes pending
satisfaction of the Escrow Release Condition (as defined herein). The Escrow Release Condition will be deemed to have
been satisfied upon the delivery of an officer's certificate (the "Escrow Release Certificate") by the Senior Notes Issuer
to the Escrow Agent (as defined herein) certifying, among other things, that each of the Fold-In, the Cabovisao
Refinancing and the Coditel Refinancing (each as defined herein) will occur concurrently with or promptly after the
release of the proceeds of the New Senior Notes from the Escrow Account and all indebtedness incurred by the Senior
Notes Issuer and the Existing Senior Secured Notes Issuer on the date of the release of such proceeds from the escrow
account would have been permitted by the covenants in their respective financing arrangements. If the Escrow Release
Condition is not satisfied prior to July 15, 2013 or upon the occurrence of certain other events, the New Senior Notes will
be subject to a special mandatory redemption. The special mandatory redemption price will be a price equal to 100% of
the initial issue price of the New Senior Notes plus accrued and unpaid interest and additional amounts, if any, from the
Issue Date (as defined below).
The New Senior Notes are senior obligations of the Senior Notes Issuer and, for so long as the proceeds from
the offering of the New Senior Notes are held in the escrow account described above, the New Senior Notes are secured
by a first-ranking pledge over the Senior Notes Issuer's rights under the escrow agreement governing such escrow
account and the assets in such escrow account.
Following the release of the proceeds from the offering of the New Senior Notes from the escrow account, the
New Senior Notes will be guaranteed on a senior subordinated basis (the "Senior Notes Guarantees") by Altice VII,
Altice Financing S.A. (the "Existing Senior Secured Notes Issuer"), Cool Holding Ltd. ("Cool Holding"), H. Hadaros
2012 Ltd. ("SPV1"), Altice Pool S.à r.l. ("Altice Pool"), Altice Holdings S.à r.l. ("Altice Holdings"), Altice West Europe
S.à r.l. ("Altice West Europe"), Altice Caribbean S.à r.l. ("Altice Caribbean"), upon completion of the ABO Refinancing,
by Altice Blue One SAS ("ABO") and green.ch AG ("Green") and, upon completion of the Cabovisao Refinancing by



Altice Portugal, S.A. ("Altice Portugal") and Cabovisão -- Televisão por Cabo, S.A. ("Cabovisao") (such guarantors,
collectively, the "Senior Notes Guarantors").
Following the release of the proceeds from the offering of the New Senior Notes from the escrow account, the
New Senior Notes and the Senior Notes Guarantees will be secured by (i) a first-ranking pledge over all of the share
capital of the Senior Notes Issuer, (ii) second ranking pledges over all of the share capital of the Existing Senior Secured
Notes Issuer, Cool Holding and Altice Pool, (iii) a second-ranking pledge over the Cool Shareholder Loan (as defined
herein) and (iv) second-ranking pledges of the Senior Notes Proceeds Loans (as defined herein). The collateral securing
the New Senior Notes and the Senior Notes Guarantees (other than the pledge over all of the share capital of the Senior
Notes Issuer) also secure, on a first-ranking basis, the obligations of the Senior Notes Guarantors under the Senior
Secured Debt (as defined herein). See "General Description of our Business and the Offering--The Offering", "Summary
Corporate and Financing Structure" and "Risk Factors--Risks Relating to the New Senior Notes and the Structure".

See "Risk Factors" beginning on page 35 for a discussion of certain risks that you should consider in
connection with an investment in any of the New Senior Notes.
The New Senior Notes and the Senior Notes Guarantees have not been, and will not be, registered under
the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any other
jurisdiction. The Senior Notes Issuer is offering the New Senior Notes only to qualified institutional buyers in
accordance with Rule 144A under the U.S. Securities Act and to non-U.S. persons outside the United States in
accordance with Regulation S under the U.S. Securities Act. For a description of certain restrictions on the
transfer of the New Senior Notes see "Plan of Distribution" and "Transfer Restrictions".
Application has been made to the Luxembourg Stock Exchange for the New Senior Notes to be admitted to
listing on the Official List of the Luxembourg Stock Exchange and trading on the Euro MTF Market, which is not a
regulated market (pursuant to the provisions of Directive 2004/39/EC).
The New Senior Notes are in registered form in denominations of 100,000 and integral multiples of 1,000
above 100,000. The New Senior Notes are only issued in minimum denominations of 100,000. As of June 19, 2013
(the "Issue Date") the New Senior Notes are being represented by one or more global notes that were delivered through
Euroclear SA/NV ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream"). Interests in each global note
will be exchangeable for definitive notes only in certain limited circumstances. See "Book-Entry, Delivery and Form".

New Senior Notes price: 100.000% plus accrued interest from the Issue Date.

Global Coordinators and Joint Bookrunners
Goldman Sachs International

Morgan Stanley
Joint Bookrunners
Crédit Agricole CIB
Credit Suisse
Deutsche Bank



THIS DOCUMENT CONSISTS OF THE LISTING PARTICULARS (THE "LISTING PARTICULARS") IN
CONNECTION WITH THE APPLICATION TO HAVE THE NEW SENIOR NOTES (AS DEFINED BELOW)
LISTED ON THE OFFICIAL LIST OF THE LUXEMBOURG STOCK EXCHANGE AND ADMITTED FOR
TRADING ON THE EURO MTF MARKET OF THE LUXEMBOURG STOCK EXCHANGE (THE
"LISTING") . THESE LISTING PARTICULARS ARE PROVIDED ONLY FOR THE PURPOSE OF
OBTAINING APPROVAL OF ADMISSION OF THE NOTES TO THE OFFICIAL LIST OF THE
LUXEMBOURG STOCK EXCHANGE AND ADMISSION FOR TRADING ON THE EURO MTF MARKET
OF THE LUXEMBOURG STOCK EXCHANGE AND SHALL NOT BE USED FOR OR DISTRIBUTED FOR
ANY OTHER PURPOSE. THESE LISTING PARTICULARS DO NOT CONSTITUTE AN OFFER TO SELL,
OR A SOLICITATION OF AN OFFER TO BUY, ANY OF THE NEW SENIOR NOTES AND THESE LISTING
PARTICULARS HAVE NOT BEEN FILED WITH, OR REVIEWED BY, ANY NATIONAL OR LOCAL
SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ISRAEL, THE UNITED STATES, THE
UNITED KINGDOM, FRANCE, GERMANY, BELGIUM, THE NETHERLANDS, OR ANY OTHER
JURISDICTION, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE MERITS,
ACCURACY OR ADEQUACY OF THESE LISTING PARTICULARS. ANY REPRESENTATION TO THE
CONTRARY MAY BE UNLAWFUL AND MAY BE A CRIMINAL OFFENSE. REFERENCES IN THESE
LISTING PARTICULARS TO THE "OFFERING MEMORANDUM" ARE TO THE OFFERING
MEMORANDUM DATED JUNE 14, 2013 PURSUANT TO WHICH THE NEW SENIOR NOTES WERE
ISSUED.
These Listing Particulars are provided only for the purpose of obtaining approval of admission for trading on the
Euro MTF Market of the Luxembourg Stock Exchange and shall not be used for or distributed for any other
purpose and these Listing Particulars do not constitute an offer to sell, or a solicitation of an offer to buy, any of
the New Senior Notes.
Neither the Senior Notes Issuer, nor any of its subsidiaries or affiliates has authorized any dealer, salesperson or
other person to give any information or represent anything to you other than the information contained in this
Offering Memorandum. You must not rely on unauthorized information or representations.
The information in this Offering Memorandum is current only as of date of the Offering Memorandum, and may
have changed after that date. For any time after the date of the Offering Memorandum, the Senior Notes Issuer
does not represent that its affairs or the affairs of the Group (as defined herein) are the same as described or that
the information in this Offering Memorandum is correct, nor do they imply those things by delivering this
Offering Memorandum or selling securities to you.
The Senior Notes Issuer and the Initial Purchasers (as defined below) are offering to sell the New Senior Notes
only in places where offers and sales are permitted.

IN CONNECTION WITH THE OFFERING OF NEW SENIOR NOTES, GOLDMAN SACHS
INTERNATIONAL (THE "STABILIZING MANAGER") (OR PERSONS ACTING ON BEHALF OF THE
STABILIZING MANAGER) MAY OVER-ALLOT NEW SENIOR NOTES OR EFFECT TRANSACTIONS
WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NEW SENIOR NOTES AT A LEVEL
HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE
THAT THE STABILIZING MANAGER (OR PERSONS ACTING ON BEHALF OF A STABILIZING
MANAGER) WILL UNDERTAKE ANY SUCH STABILIZATION ACTION. SUCH STABILIZATION
ACTION, IF COMMENCED, MAY BEGIN ON OR AFTER THE DATE OF ADEQUATE PUBLIC
DISCLOSURE OF THE FINAL TERMS OF THE OFFER OF THE NEW SENIOR NOTES IS MADE AND, IF
BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30
CALENDAR DAYS AFTER THE DATE ON WHICH THE SENIOR NOTES ISSUER RECEIVED THE
PROCEEDS OF THE ISSUE AND 60 CALENDAR DAYS AFTER THE DATE OF ALLOTMENT OF THE
NEW SENIOR NOTES.
The Senior Notes Issuer offered the New Senior Notes in reliance on exemptions from the registration
requirements of the U.S. Securities Act. These exemptions apply to offers and sales of securities that do not involve a
public offering. The New Senior Notes have not been registered with, recommended by or approved by the U.S.
Securities and Exchange Commission (the "SEC") or any other securities commission or regulatory authority, nor has the
SEC or any such securities commission or authority passed upon the accuracy or adequacy of this Offering
Memorandum. Any representation to the contrary is a criminal offense in the United States.
This Offering Memorandum is being provided for informational use solely in connection with consideration of a
purchase of the New Senior Notes (i) to U.S. investors that the Senior Notes Issuer reasonably believes to be qualified
institutional buyers as defined in Rule 144A under the U.S. Securities Act, and (ii) to certain persons in offshore
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transactions complying with Rule 903 or Rule 904 of Regulation S under the U.S. Securities Act. Its use for any other
purpose is not authorized.
This Offering Memorandum is directed only to persons who (i) are investment professionals, as such term is
defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended,
the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc.") of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are
persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the
Financial Services and Markets Act 2000 ("FSM Act")) in connection with the issue or sale of any New Senior Notes
may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as
"relevant persons"). This Offering Memorandum is directed only at relevant persons and must not be acted on or relied
on by persons who are not relevant persons. Any investment or investment activity to which this Offering Memorandum
relates is available only to relevant persons and will be engaged in only with relevant persons.
This Offering Memorandum has been prepared on the basis that all offers of the New Senior Notes will be made
pursuant to an exemption under Article 3 of Directive 2003/71/EC as amended (the "Prospectus Directive"), as
implemented in member states of the European Economic Area (the "EEA"), from the requirement to produce a
prospectus for offers of the New Senior Notes. Accordingly, any person making or intending to make any offer within the
EEA of the New Senior Notes should only do so in circumstances in which no obligation arises for the Senior Notes
Issuer or any of the Initial Purchasers to produce a prospectus for such offer. Neither the Senior Notes Issuer nor the
Initial Purchasers has authorized, nor do any of them authorize, the making of any offer of the New Senior Notes through
any financial intermediary, other than offers made by the Initial Purchasers which constitute the final placement of the
New Senior Notes contemplated in this Offering Memorandum.
This Offering Memorandum constitutes a prospectus for the purpose of part IV of the Luxembourg act dated
10 July 2005 on prospectuses for securities, as amended (the "Prospectus Act") and for the purpose of the rules and
regulations of the Luxembourg Stock Exchange.
The Senior Notes Issuer and Altice VII have prepared this Offering Memorandum solely for use in connection
with this offering and for applying to the Luxembourg Stock Exchange for the New Senior Notes to be admitted to listing
on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF Market of the Luxembourg
Stock Exchange.
You are not to construe the contents of this Offering Memorandum as investment, legal or tax advice. You
should consult your own counsel, accountant and other advisers as to legal, tax, business, financial and related aspects of
a purchase of the New Senior Notes. You are responsible for making your own examination of the Senior Notes Issuer
and the Group and your own assessment of the merits and risks of investing in the New Senior Notes. The Senior Notes
Issuer is not and the Initial Purchasers are not making any representation to you regarding the legality of an investment in
the New Senior Notes by you.
The information contained in this Offering Memorandum has been furnished by the Senior Notes Issuer, Altice
VII and other sources they believe to be reliable. No representation or warranty, express or implied, is made by the Initial
Purchasers as to the accuracy or completeness of any of the information set out in this Offering Memorandum, and
nothing contained in this Offering Memorandum is or shall be relied upon as a promise or representation by the Initial
Purchasers, whether as to the past or the future. This Offering Memorandum contains summaries, believed by the Senior
Notes Issuer and Altice VII to be accurate, of some of the terms of specified documents, but reference is made to the
actual documents, copies of which will be made available by the Senior Notes Issuer upon request, for the complete
information contained in those documents. Copies of such documents and other information relating to the issuance of
the New Senior Notes will also be available for inspection upon request at the specified offices of the Principal Paying
Agent (as defined in this Offering Memorandum) in Luxembourg. All summaries of the documents contained herein are
qualified in their entirety by this reference.
The Senior Notes Issuer and Altice VII accept responsibility for the information contained in this Offering
Memorandum. Each of the Senior Notes Issuer and Altice VII has made all reasonable inquiries and confirmed to the
best of its knowledge, information and belief that the information contained in this Offering Memorandum with regard to
it, each of its subsidiaries and affiliates, and the New Senior Notes is true and accurate in all material respects, that the
opinions and intentions expressed in this Offering Memorandum are honestly held, and that they are not aware of any
other facts the omission of which would make this Offering Memorandum or any statement contained herein misleading
in any material respect.
The information contained herein regarding HOT and its subsidiaries is primarily based on HOT's public filings
with the Israel Securities Authority. Neither HOT nor any of its subsidiaries, nor any of their representatives, officers,
ii



employees or advisers, assumes any responsibility for the accuracy or completeness of the information contained herein,
and such parties do not have any liability with respect to the New Senior Notes.
No person is authorized in connection with any offering made pursuant to this Offering Memorandum to give
any information or to make any representation not contained in this Offering Memorandum, and, if given or made, any
other information or representation must not be relied upon as having been authorized by the Senior Notes Issuer or the
Initial Purchasers. The information contained in this Offering Memorandum is current at the date hereof. Neither the
delivery of this Offering Memorandum at any time nor any subsequent commitment to enter into any financing shall,
under any circumstances, create any implication that there has been no change in the information set out in this Offering
Memorandum or in the Senior Notes Issuer's or the Group's affairs since the date of this Offering Memorandum.
The Senior Notes Issuer reserves the right to withdraw this offering of the New Senior Notes at any time, and
the Senior Notes Issuer and the Initial Purchasers reserve the right to reject any commitment to subscribe for the New
Senior Notes in whole or in part and to allot to you less than the full amount of New Senior Notes subscribed for by you.
The distribution of this Offering Memorandum and the offer and sale of the New Senior Notes may be restricted
by law in some jurisdictions. Persons into whose possession this Offering Memorandum or any of the Notes come must
inform themselves about, and observe, any restrictions on the transfer and exchange of the New Senior Notes. See "Plan
of Distribution" and "Transfer Restrictions".
This Offering Memorandum does not constitute an offer to sell or an invitation to subscribe for or purchase any
of the New Senior Notes in any jurisdiction in which such offer or invitation is not authorized or to any person to whom
it is unlawful to make such an offer or invitation. You must comply with all laws that apply to you in any place in which
you buy, offer or sell any New Senior Notes or possess this Offering Memorandum. You must also obtain any consents
or approvals that you need in order to purchase any New Senior Notes. The Senior Notes Issuer and the Initial Purchasers
are not responsible for your compliance with these legal requirements.
The New Senior Notes are subject to restrictions on resale and transfer except as permitted under the U.S.
Securities Act and all other applicable securities laws as described under "Plan of Distribution" and "Transfer
Restrictions". By purchasing any New Senior Notes, you will be deemed to have made certain acknowledgments,
representations and agreements as described in those sections of this Offering Memorandum. You may be required to
bear the financial risks of investing in the New Senior Notes for an indefinite period of time.
Internal Revenue Service Circular 230 Disclosure
PURSUANT TO INTERNAL REVENUE SERVICE CIRCULAR 230, YOU ARE HEREBY INFORMED
THAT ANY DISCUSSION HEREIN OF U.S. FEDERAL TAX ISSUES WAS NOT INTENDED OR WRITTEN TO
BE USED, AND SUCH DISCUSSION CANNOT BE USED, BY ANY TAXPAYER FOR THE PURPOSE OF
AVOIDING ANY PENALTIES THAT MAY BE IMPOSED ON ANY TAXPAYER UNDER THE U.S. INTERNAL
REVENUE CODE OF 1986, AS AMENDED. SUCH DESCRIPTION WAS WRITTEN IN CONNECTION WITH THE
MARKETING BY THE SENIOR NOTES ISSUER OF THE NEW SENIOR NOTES. TAXPAYERS SHOULD SEEK
ADVICE BASED ON THE TAXPAYERS' PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX
ADVISOR.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER RSA 421-B WITH THE STATE OF NEW HAMPSHIRE NOR THE
FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE
OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY
DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY
SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A
SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY
WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO,
ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE,
TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
NOTICE TO U.S. INVESTORS
Each purchaser of the New Senior Notes will be deemed to have made the representations, warranties and
acknowledgements that are described in this Offering Memorandum under "Transfer Restrictions". The New Senior
Notes have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the
iii



United States and are subject to certain restrictions on transferability and resale and may not be transferred or resold
except as permitted under the U.S. Securities Act or any other applicable securities laws, pursuant to registration or an
exemption therefrom. Prospective purchasers are hereby notified that the seller of any New Senior Note may be relying
on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. For a description of
certain further restrictions on resale or transfer of the New Senior Notes, see "Transfer Restrictions". The New Senior
Notes may not be offered to the public within any jurisdiction. By accepting delivery of this Offering Memorandum, you
agree not to offer, sell, resell, transfer or deliver, directly or indirectly, any Note to the public.
NOTICE TO EUROPEAN ECONOMIC AREA INVESTORS
In relation to each member state of the EEA which has implemented the Prospectus Directive (each, a "Relevant
Member State"), each Initial Purchaser has represented and agreed that with effect from and including the date on which
the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date"), it has not
made and will not make an offer of New Senior Notes which are the subject of the offering contemplated by this Offering
Memorandum to the public in that Relevant Member State other than:
(a)
to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b)
to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD
Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus
Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant
Initial Purchaser or Initial Purchasers nominated by the Senior Notes Issuer for any such offer; or
(c)
in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of
the New Senior Notes shall require the publication by the Senior Notes Issuer or any Initial Purchaser of a
prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of
the Prospectus Directive other than in reliance of Article 3(2)(b).
For the purposes of this provision, the expression an "offer of New Senior Notes to the public" in relation to any
New Senior Notes in any Relevant Member State means the communication in any form and by any means of sufficient
information on the terms of the offer and the New Senior Notes to be offered so as to enable an investor to decide to
purchase or subscribe to the New Senior Notes, as the same may be varied in that Relevant Member State by any
measure implementing the Prospectus Directive in that Relevant Member State and the expression "Prospectus
Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the
extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant
Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
Each subscriber for or purchaser of the New Senior Notes in the offering located within a member state of the
EEA will be deemed to have represented, acknowledged and agreed that it is a "qualified investor" within the meaning of
Article 2(1)(e) of the Prospectus Directive. The Senior Notes Issuer, the Initial Purchasers and their affiliates, and others
will rely upon the trust and accuracy of the foregoing representation, acknowledgement and agreement. Notwithstanding
the above, a person who is not a qualified investor and who has notified the Initial Purchasers of such fact in writing may,
with the consent of the Initial Purchasers, be permitted to subscribe for or purchase the New Senior Notes in the offering.
NOTICE TO CERTAIN EUROPEAN INVESTORS
Austria This Offering Memorandum has not been or will not be approved and/or published pursuant to the
Austrian Capital Markets Act (Kapitalmarktgesetz) as amended. Neither this Offering Memorandum nor any other
document connected therewith constitutes a prospectus according to the Austrian Capital Markets Act and neither this
Offering Memorandum nor any other document connected therewith may be distributed, passed on or disclosed to any
other person in Austria. No steps may be taken that would constitute a public offering of the New Senior Notes in Austria
and the offering of the New Senior Notes may not be advertised in Austria. Any offer of the New Senior Notes in Austria
will only be made in compliance with the provisions of the Austrian Capital Markets Act and all other laws and
regulations in Austria applicable to the offer and sale of the New Senior Notes in Austria.
Luxembourg This Offering Memorandum has not been approved by and will not be submitted for approval to
the Luxembourg Supervision Commission of the Financial Sector (Commission de Surveillance du Secteur Financier) for
purposes of a public offering or sale in Luxembourg. Accordingly, the New Senior Notes may not be offered or sold to
the public in Luxembourg, directly or indirectly, and neither this Offering Memorandum nor any other circular,
prospectus, form of application, advertisement or other material may be distributed, or otherwise made available in or
from, or published in, Luxembourg except in circumstances which do not constitute a public offer of securities to the
public, subject to prospectus requirements, in accordance with the Prospectus Act and implementing the Prospectus
Directive.
iv



Germany The New Senior Notes may be offered and sold in Germany only in compliance with the German
Securities Prospectus Act (Wertpapierprospektgesetz) as amended, the Commission Regulation (EC) No 809/2004 of
April 29, 2004 as amended, or any other laws applicable in Germany governing the issue, offering and sale of securities.
The Offering Memorandum has not been approved under the German Securities Prospectus Act
(Wertpapierprospektgesetz) or the Directive 2003/71/EC and accordingly the New Senior Notes may not be offered
publicly in Germany.
France This Offering Memorandum has not been prepared in the context of a public offering in France within
the meaning of Article L. 411-1 of the Code Monétaire et Financier and Title I of Book II of the Règlement Général of
the Autorité des marchés financiers (the "AMF") and therefore has not been submitted for clearance to the AMF.
Consequently, the New Senior Notes may not be, directly or indirectly, offered or sold to the public in France, and offers
and sales of the New Senior Notes will only be made in France to providers of investment services relating to portfolio
management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille
pour le compte de tiers) and/or to qualified investors (investisseurs qualifiés) and/or to a closed circle of investors (cercle
restreint d'investisseurs) acting for their own accounts, as defined in and in accordance with Articles L. 411-2 and D.
411-1 of the Code of Monétaire et Financier. Neither this Offering Memorandum nor any other offering material may be
distributed to the public in France.
Italy None of this Offering Memorandum or any other documents or materials relating to the New Senior Notes
have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e Ia Borsa
("CONSOB"). Therefore, the New Senior Notes may only be offered or sold in the Republic of Italy ("Italy") pursuant to
an exemption under article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended
(the "Financial Services Act") and article 35-bis, paragraph 3, of CONSOB Regulation No. 11971 of 14 May 1999, as
amended. Accordingly, the New Senior Notes are not addressed to, and neither the Offering Memorandum nor any other
documents, materials or information relating, directly or indirectly, to the New Senior Notes can be distributed or
otherwise made available (either directly or indirectly) to any person in Italy other than to qualified investors (investitori
qualificati) pursuant to article 34-ter, paragraph 1, letter (b) of CONSOB Regulation No. 11971 of 14 May 1999, as
amended from time to time, acting on their own account.
The Netherlands The New Senior Notes (including rights representing an interest in each global note that
represents the New Senior Notes) may only be offered or sold in The Netherlands to qualified investors (as defined in the
Prospectus Directive), unless a prospectus relating to the offer is available to the public which is approved by the Dutch
Authority for the Financial Markets (Autoriteit Financiële Markten) or by a supervisory authority of another member
state of the European Union (the "EU"). Article 5:3 Financial Supervision Act (the "FSA") and article 53 paragraph 2
and 3 Exemption Regulation FSA provide for several exceptions to the obligation to make a prospectus available such as
an offer to qualified investors within the meaning of article 5:3 FSA
Spain This offering has not been registered with the Comisión Nacional del Mercado de Valores and therefore
the New Senior Notes may not be offered in Spain by any means, except in circumstances which do not qualify as a
public offer of securities in Spain in accordance with article 30 bis of the Securities Market Act ("Ley 24/1988, de 28 de
julio del Mercado de Valores") as amended and restated, or pursuant to an exemption from registration in accordance
with article 41 of the Royal Decree 1310/2005 ("Real Decreto 1310/2005, de 4 de noviembre por el que se desarrolla
parcialmente la Ley 24/1988, de 28 de julio, del Mercado de Valores, en materia de admisión a negociación de valores
en mercados secundarios oficiales, de ofertas públicas de venta o suscripción y del folleto exigible a tales efectos").
Switzerland The New Senior Notes offered hereby are being offered in Switzerland on the basis of a private
placement only. This Offering Memorandum, as well as any other material relating to the New Senior Notes which are
the subject of the offering contemplated by this Offering Memorandum, do not constitute an issue prospectus pursuant to
article 652a and/or article 1156 of the Swiss Code of Obligations (SR 220) and does not comply with the Directive for
Notes of Foreign Borrowers of the Swiss Bankers' Association. The New Senior Notes will not be listed on the SIX
Swiss Exchange Ltd or any other Swiss stock exchange or regulated trading facility and, therefore, the documents
relating to the New Senior Notes, including, but not limited to, this Offering Memorandum, do not claim to comply with
the disclosure standards of the Swiss Code of Obligations and the listing rules of SIX Swiss Exchange Ltd and
corresponding prospectus schemes annexed to the listing rules of the SIX Swiss Exchange Ltd or the listing rules of any
other Swiss stock exchange or regulated trading facility. The New Senior Notes are being offered in Switzerland by way
of a private placement (i.e., to a small number of selected, hand picked investors only), without any public advertisement
and only to investors who do not purchase the New Senior Notes with the intention to distribute them to the public.
United Kingdom This Offering Memorandum is directed solely at persons who (i) are investment professionals,
as such term is defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Financial Promotion Order") (ii) are persons falling within Article 49(2)(a) to (d) ("high net
worth companies, unincorporated associations, etc.") of the Financial Promotion Order (iii) are outside the United
Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning
v



of Section 21 of the FMSA) in connection with the issue or sale of any New Senior Notes may otherwise be lawfully
communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This
Offering Memorandum is directed only at relevant persons and must not be acted on or relied on by persons who are not
relevant persons. Any investment or investment activity to which this Offering Memorandum relates is available only to
relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not
act or rely on this Offering Memorandum or any of its contents.
Portugal. Neither this offering, nor the New Senior Notes have been approved by the Portuguese Securities
Commission (Comissão do Mercado de Valores Mobiliários--the "CMVM") or by any other competent authority of
another Member State of the European Union and notified to the CMVM.
Neither the Issuer nor the Initial Purchasers have, directly or indirectly, offered or sold any New Senior Notes or
distributed or published this Offering Memorandum, any prospectus, form of application, advertisement or other
document or information in Portugal relating to the New Senior Notes and will not take any such actions in the future,
except under circumstances that will not be considered as a public offering under article 109 of the Portuguese Securities
Code (Código dos Valores Mobiliários--the "Cód.VM") approved by Decree-Law 486/99 of 13 November 1999, as last
amended by Decree-Law no. 18/2013, of 6 February 2013.
As a result, this offering and any material relating to the New Senior Notes are addressed solely to, and may
only be accepted by, any person or legal entity that is resident in Portugal or that will hold the notes through a permanent
establishment in Portugal (each a "Portuguese Investor") to the extent that such Portuguese Investor (i) is deemed a
qualified investor (investidor qualificado) pursuant to paragraph 1 of article 30 of the Cod.VM, (ii) is not treated by the
relevant financial intermediary as a non-qualified investor (investidor não qualificado) pursuant to article 317 of the
Cod.VM and (iii) does not request the relevant financial intermediary to be treated as a non-qualified investor (investidor
não qualificado) pursuant to article 317-A of the Cod.VM (each a "Portuguese Qualified Investor").
NOTICE TO ISRAELI INVESTORS
The New Senior Notes may not be offered or sold to any Israeli investor unless (i) it is a "Qualified Investor"
within the meaning of the first Appendix to the Israeli Securities Law, who is not an individual (a "Qualified Israeli
Investor"), (ii) such investor has completed and signed a questionnaire regarding qualification as a Qualified Israeli
Investor and delivered it to Goldman Sachs International and (iii) such investor has certified that it has an exemption
from Israeli withholding taxes on interest and has delivered a copy of such certification to Goldman Sachs International.
THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION WHICH YOU
SHOULD READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE
NEW SENIOR NOTES.
vi



DEFINITIONS
Unless otherwise stated or the context otherwise requires, the terms "Group", "we", "us" and "our" as used in
this Offering Memorandum refers to Altice VII and its subsidiaries (after giving effect to the Transactions). See
"Summary Corporate and Financing Structure" and the "The Transactions".
Definitions of certain term and certain financial and operating data can be found below. For explanations or
definitions of certain technical terms relating to our business as used herein, see "Glossary" on page G-1 of this Offering
Memorandum.
"2012 Transaction Completion Date" means December 27, 2012 and refers to the date on which the 2012
Transaction completed.
"2012 Transaction" collectively refers to the Take Private Transaction, the refinancing of certain indebtedness
of Cool Holding and HOT, the entering into of the Existing Revolving Credit Facility Agreement, the issuing of the
Senior Secured Issuer Pledged Proceeds Notes (other than the AH Proceeds Loan), the making of the Existing Senior
Notes Proceeds Loan and the offering and sale of the Existing Notes.
"ABO" refers to Altice Blue One SAS, a société par actions simplifiée, incorporated under the laws of France.
"ABO Proceeds Loan" refers to the intercompany loan to be made by Altice Holdings as lender to ABO as
borrower in connection with the ABO Refinancing.
"ABO Refinancing" has the meaning given to such term in "The Transactions".
"Acquisition Note" refers to SPV1's NIS 955.5 million aggregate principal amount of notes due 2019 issued to
the Existing Senior Secured Notes Issuer on the 2012 Transaction Completion Date.
"Aggregate Portuguese Guarantee Limit" refers to 95 million, representing the maximum aggregate amount of
obligations (i) guaranteed by Altice Portugal and Cabovisao under the Portuguese Guarantees and (ii) secured by the
Portuguese Law Collateral granted by Altice Holdings, Altice West Europe (if applicable), Altice Portugal and
Cabovisao, which limitation applies to all indebtedness so guaranteed and/or secured on an aggregate basis.
"AH Proceeds Loan" refers to the intercompany loan to be made by the Existing Senior Secured Notes Issuer as
lender to Altice Pool, and any successor entity, as borrower in connection with the Transactions.
"Altice" or "Altice VII" refers to Altice VII S.à r.l., a private limited liability company (société à responsabilité
limitée), incorporated under the laws of the Grand Duchy of Luxembourg.
"Altice Caribbean" refers to Altice Caribbean S.à r.l. a private limited liability company incorporated under the
laws of the Grand Duchy of Luxembourg for the purpose of the Transactions. See "Summary Corporate and Financing
Structure".
"Altice Holdings" refers to Altice Holdings S.à r.l, a private limited liability company (société à responsabilité
limitée), incorporated under the laws of the Grand Duchy of Luxembourg.
"Altice Pool" refers to Altice Pool S.à r.l, a private limited liability company (société à responsabilité limitée),
incorporated under the laws of the Grand Duchy of Luxembourg.
"Altice Portugal" refers to Altice Portugal S.A. (formerly known as Rightproposal--Telecomunicações, S.A.) a
public limited liability company (sociedade anónima) incorporated under the laws of Portugal.
"Altice West Europe" refers to Altice West Europe S.à r.l. a private limited liability company (société à
responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg for the purpose of the
Transactions. See "Summary Corporate and Financing Structure".
"Altice West Europe Proceeds Loan" refers to the intercompany loan to be made by Altice Holdings as lender to
Altice West Europe as borrower in connection with the Coditel Acquisition.
"Cabovisao" refers to Cabovisão -- Televisão por Cabo, S.A., a public limited liability company (sociedade
anónima) incorporated under the laws of Portugal.
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"Cabovisao Proceeds Notes" refers to (i) the outstanding bonds issued by Cabovisao and subscribed for by
Altice Holding and (ii), if the ONI Transaction is consummated, the bonds to be issued by Cabovisao and subscribed for
by Altice Holdings in connection with the ONI Transaction.
"Cabovisao Refinancing" has the meaning given to such term in "The Transactions".
"Clearstream" refers to Clearstream Banking, société anonyme.
"Coditel Acquisition" has the meaning given to such term in "The Transactions".
"Coditel Belgium" refers to Coditel Brabant S.P.R.L., a private limited liability company (société privée à
responsabilité limitée) incorporated under the laws of Belgium.
"Coditel Holdco" refers to Coditel Holding Lux II S.à r.l., a private limited liability company (société à
responsabilité limitée) incorporated under the laws of Luxembourg.
"Coditel Holding" or "Coditel Holding S.A." or "Coditel" refers to Coditel Holding S.A., a public limited
liability company (société anonyme) incorporated under the laws of Luxembourg, or collectively, Coditel Holding S.A.
and its subsidiaries as the context requires.
"Coditel Luxembourg" refers to Coditel S.à r.l., a private limited liability company (société à responsabilité
limitée) incorporated under the laws of Luxembourg.
"Coditel Purchase Agreement" has the meaning given to such term in "The Transactions".
"Coditel Refinancing" has the meaning given to such term in "The Transactions".
"Combined Entities" refers to Cabovisao, Group Outremer Telecom, Cool Holding (for the purposes of balance
sheets) or HOT (for the purposes of statements of income), Green, Coditel Holding, Le Cable Martinique and Le Cable
Guadeloupe, and their collective subsidiaries, as the combined financial reporting group.
"Cool Holding" refers to Cool Holding Ltd., (a) a public limited liability company (société anonyme)
incorporated under the laws of Luxembourg and (b) a private limited liability company incorporated under the laws of
Israel.
"Cool Proceeds Note" refers to Cool Holding's NIS 1,052.8 million aggregate principal amount of notes due
2019 issued to the Existing Senior Secured Notes Issuer on the 2012 Transaction Completion Date.
"Cool Shareholder Loan" refers to the amended and restated interest free loan agreement dated January 11, 2013
between Altice VII and Cool Holding pursuant to which Altice VII agreed to grant Cool Holding a loan in a maximum
aggregate amount of NIS 1.5 billion.
"Covenant Party Pledged Proceeds Loans" refers to, collectively the ABO Proceeds Loan, the Altice West
Europe Proceeds Loan, the Cabovisao Proceeds Notes, the Le Cable Proceeds Loans and the Outremer Proceeds Loans.
"Deficom" refers to Deficom S.à r.l., a private limited liability company (société à responsabilité limitée)
incorporated under the laws of Luxembourg.
"Escrow Agent" refers to Citibank, N.A., London Branch, acting in its capacity as escrow agent under the
Escrow Agreements.
"Escrow Agreement" refers to the escrow agreement to be entered into on the Issue Date between the Senior
Notes Issuer and the Escrow Agent pursuant to which the gross proceeds from the offering of the New Senior Notes will
be held in an escrow account for the benefit of the holders of the New Senior Notes pending satisfaction of the Escrow
Release Condition.
"Escrow Release Certificate" refers to the officer's certificate to be delivered by an officer of the Senior Notes
Issuer to the Escrow Agent certifying, among other things, that each of the Fold-In, the Cabovisao Refinancing and the
Coditel Refinancing will occur concurrently with or promptly after the release of the proceeds of the New Senior Notes
from the Escrow Account and (x) all indebtedness incurred by the Senior Notes Issuer on the Escrow Release Date would
have been permitted by the covenants in the New Indenture and the Existing Senior Notes Indenture and (y) all
indebtedness incurred by the Existing Senior Secured Notes Issuer on the Escrow Release Date would have been
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Document Outline