NOTICE to the HOLDERS of ALTICE FRANCE SA €550 Million 21
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NOTICE TO THE HOLDERS OF ALTICE FRANCE S.A. 1 €550 million 2 /2% Senior Secured Notes due 2025 1 €500 million 2 /8% Senior Secured Notes due 2025 3 $5,190 million 7 /8% Senior Secured Notes due 2026 1 $1,750 million 8 /8% Senior Secured Notes due 2027 7 €1,000 million 5 /8% Senior Secured Notes due 2027 1 $1,100 million 5 /2% Senior Secured Notes due 2028 3 €1,000 million 3 /8% Senior Secured Notes due 2028 1 €500 million 4 /8% Senior Secured Notes due 2029 1 €475 million 5 /8% Senior Secured Notes due 2029 ALTICE FRANCE HOLDING S.A. $1,562 million 10.500% Senior Notes due 2027 €1,317 million 8.000% Senior Notes due 2027 $1,225 million 6.000% Senior Notes due 2028 €500 million 4.000% Senior Notes due 2028 Dated April 12, 2021 April 12, 2021: Altice France S.A., a public limited liability company (société anonyme) incorporated under the laws of France (the “Company”), has announced that the Company proposes to issue $3,000 million (equivalent) in aggregate principal amount of senior secured notes (the “Proposed Financing”), the proceeds of which will be used to finance the Transactions (as defined herein). The information contained in this Notice will, among other information, be disclosed in connection with the Proposed Financing. The final amount of the Proposed Financing and any use of proceeds thereof is subject to determination by the Company in its sole discretion and we disclaim any obligation to update or revise this Notice in connection with such final determination of the amount of the Proposed Financing. This Notice may contain certain information that constitutes forward-looking statements. Forward-looking statements are frequently characterized by words such as “plan,” “expect,” “project,” “intend,” “believe,” “anticipate” and other similar words, or statements that certain events or conditions “may” or “will” occur. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. We disclaim any obligation to update or revise any forward-looking statements if circumstances or management’s estimates or opinions should change. The reader is cautioned not to place undue reliance on forward-looking statements. Any offering of securities related to the Proposed Financing will be made by means of an offering memorandum (the “Offering Memorandum”) to be made available to certain eligible investors as specified in such Offering Memorandum. This Notice does not describe the material terms of the Proposed Financing and no investment decision should be made on the basis of this announcement. This Notice is solely for informational purposes and does not constitute the solicitation of an offer to buy or an offer to sell any securities relating to the Proposed Financing and shall not constitute an offer, sale or solicitation in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful. This Notice does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of the Regulation (EU) 2017/1129 (as amended), and any relevant implementing measure in the relevant member state of the European Economic Area or Regulation(EU) 2017/1129 as it forms parts of the U.K. domestic law by virtue of the European Union (Withdrawal) Act 2018 the United Kingdom. Any securities offered in the Proposed Financing will be offered and sold (1) in the United States only to “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and (2) outside the United States to persons that are not “U.S. persons,” as such term is defined in Rule 902 of Regulation S and who would be participating in any transaction in accordance with Regulation S (and, if investors are resident in a member state of the European Economic Area, a 1 93659112_6 qualified investor (within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as amended) or in the United Kingdom, at (i) persons who are outside the U.K., (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or (iii) those persons to whom it may otherwise lawfully be distributed. Any securities offered in the Proposed Financing have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States, or to, or for the account or benefit of, U.S. persons, except pursuant to an applicable exemption from, or in a transaction not subject to the, registration requirements of the Securities Act and applicable state or local securities laws. Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Proposed Financing will be described in the Offering Memorandum. Unless otherwise stated or the context otherwise requires, the terms “Group”, “we”, “us” and “our” as used in this Notice refers to the Company and its subsidiaries. The present announcement will also be kept accessible on www.altice.net. 93659112_6 FORWARD-LOOKING STATEMENTS This Notice contains “forward-looking statements” as that term is defined by the U.S. federal securities laws. These forward-looking statements include, but are not limited to, statements other than statements of historical facts contained in this Notice, including, but without limitation, those regarding our future financial condition, results of operations and business, our products, acquisitions, dispositions and finance strategies, our capital expenditure priorities, regulatory or technological developments in the market, subscriber growth and retention rates, potential synergies and cost savings, competitive and economic factors, the maturity of our markets, anticipated cost increases, synergies, liquidity and credit risk. In some cases, you can identify these statements by terminology such as “aim”, “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “forecast”, “guidance”, “intend”, “may”, “plan”, “potential”, “predict”, “project”, “should”, and “will” and similar words used in this Notice. By their nature, forward-looking statements are subject to numerous assumptions, risks and uncertainties. Many of these assumptions, risks and uncertainties are beyond the Group’s control. Accordingly, actual results may differ materially from those expressed or implied by the forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding our present and future business strategies and the environment in which the Group operates. We caution readers not to place undue reliance on the statements, which speak only as of the date of this Notice, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based. Where, in any forward-looking statement, the Group expresses an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. Risks and uncertainties that could cause actual results to vary materially from those anticipated in the forward- looking statements included in this Notice include those described under “Risk Factors”. The following are some but not all of the factors that could cause actual results or events to differ materially from anticipated results or events: • our substantial leverage and debt service obligations; • our ability to generate sufficient cash flow to service our debt and to control and finance our capital expenditures and operations; • restrictions and limitations contained in the agreements governing our indebtedness; • our ability to raise additional financing or refinance our existing indebtedness; • fluctuations in currency exchange rates, inflation and interest rates; • negative changes to our credit rating; • risks associated with our structure and our other indebtedness; • the competitive environment and downward price pressure in the broadband internet communications, television sector, fixed line telephony, mobile telephony and B2B sectors in France or in countries in which we may operate in the future; • economic and business conditions and trends in the industries in which we and the entities in which we have interests operate; • changes in the political, judicial, economic or security environment in France or in countries in which we may operate in the future; 3 93659112_6 • changes in consumer demand for cable-based, mobile and media products as well as the demand for bundled services and offerings; • development of telecommunications networks and services and dependence on third-parties for access to certain parts of our network; • our ability to introduce new technologies or services and our ability