Item 8.01 Other Events.
On November 23, 2020, Altice USA, Inc. (the "Company") issued a press release
announcing the commencement of a "modified Dutch auction" tender offer (the
"Offer") to purchase for cash up to $2.5 billion of its Class A common stock,
par value $0.01 per share (the "Shares"), at a price not greater than $36.00 and
not less than $32.25 per Share, to the seller in cash, less any applicable
withholding taxes and without interest. The Offer is being made upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated November
23, 2020 (the "Offer to Purchase"), the related letter of transmittal and other
related materials filed today as part of the Schedule TO with the Securities and
Exchange Commission (the "SEC"). The Company will fund the purchase of Shares in
the Offer with cash on hand, cash from operations and, to the extent necessary,
borrowings under its CSC Revolving Credit Facility (as defined and described in
the Offer to Purchase).
On November 20, 2020, the Company's 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 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, assuming a repurchase of $2.5 billion of
Shares pursuant to the Offer). A copy of the press release announcing the Offer
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Neither this report nor the exhibit hereto is a recommendation to buy or sell
any of the Company's securities and shall not constitute an offer to purchase or
the solicitation of an offer to sell any securities of the Company. The Offer is
being made exclusively pursuant to the Offer to Purchase, the related letter of
transmittal and other related materials filed as part of the Schedule TO. The
offer materials are being sent to holders of the Shares. Holders may also obtain
free copies of the offer materials online at the website of the SEC at
www.sec.gov as exhibits to the Tender Offer Statement on Schedule TO filed by
the Company today with the SEC or from the Company's information agent in
connection with the Offer.
Item 9.01 Financial Statements and Exhibits.
The following exhibit is filed herewith:
Exhibit No. Description
99.1 Press Release issued by Altice USA, Inc. dated November 23, 2020,
relating to the Offer (incorporated by reference to Exhibit
(a)(1)(G) to the Tender Offer Statement on Schedule TO filed on
November 23, 2020).
104 Cover Page Interactive Data File - the cover page XBRL tags are
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