Altice-Cablevision F

OTHER submitted by ALTICE N.V.

Letter

2015-11-02

This document pretains to ITC-T/C-20151014-00237 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2015101400237_1113797

November 2, 2015 Via Electronic Filing Ms. Marlene H. Dortch, Secretary Federal Communications Commission 445 12th Street, S.W. Washington, D.C. 20554 Re: Update Regarding the Transfer of Control of Cablevision Systems Corporation, WC Docket No. 15-257, ITC-T/C-20151014-00237 Dear Ms. Dortch: Cablevision Systems Corporation (“Cablevision”) and Altice N.V. (“Altice,” and together with Cablevision, the “Parties”), through undersigned counsel, hereby submit this letter to update certain information regarding the pending transfer of control of Cablevision (the “Transaction”). As described in the application filed on October 14, 2015, in the above-referenced dockets (the “Application”), Altice N.V., through certain of its wholly-owned subsidiaries, agreed to acquire a 100% interest in, and ultimate control of, Cablevision and its subsidiaries pursuant to a Purchase and Sale Agreement (“Purchase Agreement”) entered into on September 16, 2015.1 As the Application noted, CPP Investment Board, a Canada-organized investment management organization that invests the assets of the Canada Pension Plan (“CPPIB”), and a group of limited partnerships formed under the laws of Guernsey, U.K., and associated with BC Partners Holdings Limited (“BC Partners”) had the option to indirectly purchase a combined total of up to a 30 percent interest in Cablevision in connection with the Transaction.2 CPPIB and BC Partners have now exercised that option. Accordingly, updated ownership information is provided in Exhibit A hereto. Updated post-Transaction organizational charts are attached as Exhibit B. 1 See Application at 5. 2 Application at 6.

Ms. Marlene H. Dortch, Secretary November 2, 2015 Page 2 Any questions concerning this submission should be addressed to the undersigned. Respectfully submitted, CABLEVISION SYSTEMS ALTICE N.V. CORPORATION /s/ /s/ Tara M. Corvo Yaron Dori Christopher J. Harvie Michael Beder Paul D. Abbott Ani Gevorkian MINTZ, LEVIN, COHN, FERRIS, GLOVSKY, AND COVINGTON & BURLING LLP POPEO P.C. One City Center 701 Pennsylvania Avenue NW, Suite 900 850 Tenth Street, N.W. Washington, DC 20004 Washington, DC 20001 Tel: (202) 434-7300 Tel: (202) 662-6000 Fax: (202) 434-7400 Fax: (202) 662-6291 Email: tmcorvo@mintz.com E-mail: ydori@cov.com cjharvie@mintz.com mbeder@cov.com pdabbott@mintz.com agevorikian@cov.com Counsel for Cablevision Systems Corporation Counsel for Altice N.V. Attachments

Exhibit A Ownership Information Upon consummation of the Transaction, the following entities will hold a direct or indirect ten percent (10%) or greater ownership interest in Cablevision and its wholly owned subsidiaries. Name: Neptune Holding US Corp. Address: c/o Corporation Service Company, 2711 Centerville Road, Suite 400, New Castle, DE 19808 Citizenship: Delaware Percentage Owned: 100% (direct ownership of Cablevision Systems Corporation) Principal Business: Holding Company Name: CVC 3 B.V.1 Address: Cattenbroekerdijk 4-B, 3446 HA Woerden, the Netherlands Citizenship: Netherlands Percentage Owned: 100% (indirectly via ownership of Neptune Holding US Corp.) Principal Business: Holding Company Name: CVC 2 B.V. Address: Cattenbroekerdijk 4-B, 3446 HA Woerden, the Netherlands Citizenship: Netherlands Percentage Owned: 100% (indirectly via ownership of CVC 3 B.V.) Principal Business: Holding Company Name: CVC 1 B.V. Address: Cattenbroekerdijk 4-B, 3446 HA Woerden, the Netherlands Citizenship: Netherlands Percentage Owned: 70% (indirectly via 70% ownership of CVC 2 B.V.) Principal Business: Holding Company Name: CVC TopCo Address: 3, Boulevard Royal, L-2449 Luxembourg Citizenship: Luxembourg Percentage Owned: 30% (indirectly via 30% ownership of CVC 2 B.V.) Principal Business: Holding Company Name: CPPIB-Suddenlink LP Address: One Queen Street East, Suite 2600, P.O. Box 101, Toronto, Ontario, M5C 2W5 Canada Citizenship: U.S. 1Altice may elect to exclude this subsidiary from the ownership chain, in which case CVC 2 B.V. would directly own 100% of Neptune Holding US Corp.

Ms. Marlene H. Dortch, Secretary November 2, 2015 Exhibit A, Page 2 Percentage Owned: 11.8% (indirectly via 11.8% ownership of CVC TopCo) Principal Business: Pension Investment Fund Name: CPPIB-Suddenlink GP LP (“CPPIB GP”) Address: One Queen Street East, Suite 2600, P.O. Box 101, Toronto, Ontario, M5C 2W5 Canada Citizenship: U.S. Percentage Owned: 11.8% (indirectly as general partner of CPPIB Suddenlink LP) Principal Business: Pension Investment Fund Name: CPPIB US Private Holdings Inc. II (“CPPIB US Private”) Address: One Queen Street East, Suite 2600, P.O. Box 101, Toronto, Ontario, M5C 2W5 Canada Citizenship: Canada Percentage Owned: 11.8% (indirectly via ownership of CPPIB GP) Principal Business: Pension Investment Fund Name: CPPIB LAV Holdings Inc. (“CPPIB LAV”) Address: One Queen Street East, Suite 2600, P.O. Box 101, Toronto, Ontario, M5C 2W5 Canada Citizenship: Canada Percentage Owned: 11.8% (indirectly via ownership of CPPIB US Private) Principal Business: Pension Investment Fund Name: CPP Investment Board (USRE II) Inc. (“CPPIB USRE”) Address: One Queen Street East, Suite 2600, P.O. Box 101, Toronto, Ontario, M5C 2W5 Canada Citizenship: Canada Percentage Owned: 11.8% (indirectly via ownership of CPPIB-Suddenlink LP) Principal Business: Pension Investment Fund Name: CPP Investment Board Address: One Queen Street East, Suite 2600, P.O. Box 101, Toronto, Ontario, M5C 2W5 Canada Citizenship: Canada Percentage Owned: 11.8% (indirectly via ownership of CPPIB USRE and CPPIB LAV) Principal Business: Pension Investment Fund Name: BC European Capital - Suddenlink GP LP (“BC European GP”) Address: Heritage Hall, Le Marchant St., St. Peter Port, Guernsey, GY1 4HY Citizenship: Guernsey Percentage Owned: 18.2% (indirectly as general partner of various funds affiliated with BC Partners Holdings Limited, which funds will own a total of 18.2% of CVC TopCo) Principal Business: Investment management company

Ms. Marlene H. Dortch, Secretary November 2, 2015 Exhibit A, Page 3 Name: CIE Management IX Limited (“CIE Management”) Address: Heritage Hall, Le Marchant St., St. Peter Port, Guernsey, GY1 4HY Citizenship: Guernsey Percentage Owned: 18.2% (indirectly as general partner of BC European GP) Principal Business: Investment management company Name: BC Partners Holdings Limited Address: Heritage Hall, Le Marchant St., St. Peter Port, Guernsey, GY1 4HY Citizenship: Guernsey Percentage Owned: 18.2% (indirectly via ownership of CIE Management) Principal Business: Investment management company Name: Altice N.V. Address: Cattenbroekerdijk 4-B, 3446 HA Woerden, the Netherlands Citizenship: Netherlands Percentage Owned: 70% (indirectly via 100% ownership of CVC 1 B.V.) Principal Business: Telecommunications and Cable Television Name: Next Alt Sàrl Address: 3, Boulevard Royal, L-2449 Luxembourg Citizenship: Luxembourg Percentage Owned: 42.32% (indirectly via 60.45% ownership of Altice N.V.) Principal Business: Telecommunications and Cable Television Name: Next Limited Partnership Incorporated Address: 11 New Street, St Peter Port, Guernsey, GY1 2PF Citizenship: Guernsey Percentage Owned: 42.32% (indirectly via 100% ownership of Next Alt Sàrl) Principal Business: Telecommunications and Cable Television Name: UpperNext Limited Partnership Incorporated Address: 11 New Street, St Peter Port, Guernsey, GY1 2PF Citizenship: Guernsey Percentage Owned: 42.32% (indirectly via 100% ownership of Next L.P.) Principal Business: Telecommunications and Cable Television Name: Patrick Drahi Address: Seilerwiesenstrasse 3920 Zermatt, Switzerland Citizenship: Israel Percentage Owned: 42.32% (indirectly via 100% ownership of UpperNext L.P.) Principal Business: Telecommunications and Cable Television

Exhibit B Post-Transaction Organizational Charts

Altice N.V. Post-Closing Organizational Chart Patrick Drahi UpperNext Limited Partnership Incorporated Next Limited Partnership Incorporated CPPIB – BC Partners Suddenlink LP Holding Entities See BCP/CPPIB See BCP/CPPIB Post- Next Alt S.à r.l. Post-Closing Detail Closing Detail 39.55% Other Holders (None >= 10%) 11.8% 18.2% 60.45 % Altice N.V. CVC 1 B.V. CVC TopCo 70% 30% NOTES CVC 2 B.V. All ownership and control is 100% unless otherwise CVC 3 B.V.* indicated. *Altice may elect to exclude CVC 3 B.V. from Neptune Holding US Corp. the ownership chain, in which case CVC 2 B.V. would directly own 100% of Neptune Holding US Corp. Cablevision Systems Corporation CSC Holdings, LLC Cablevision Lightpath, Inc. Cablevision Lightpath CT LLC Cablevision Lightpath NJ LLC

BCP/CPPIB Post-Closing Detail Chart CPP Investment BC Partners Board1 Holdings Limited2 100% 100% 100% CPP Investment Board CPPIB LAV Altice-affiliated CIE Management (USRE II) Inc. Holdings Inc. entity3 IX Limited LP 0% Control, GP 100% Control, 100% LP 0% Control, GP 100% Control, 100% Equity 0% Equity 100% Equity 0% Equity (Class A) CPPIB US Private Limited Partners/ Holdings Inc. II Investors4 100% LP 0% Control, 100% Equity CPPIB – Suddenlink BC European Capital – GP LP5 Suddenlink GP LP5 LP 0% Control, 100% Equity GP 100% Control, GP 100% Control, (Class A) 0% Equity (Class A) 0% Equity (Class A) CPPIB – Suddenlink LP BC Partners Holding Entities6 11.8% CVC TopCo 18.2% CVC 2 B.V. CVC 3 B.V.7 Neptune Holding US Corp. Cablevision Systems Corporation 1 CPP Investment Board is an investment management organization incorporated in Canada which invests the assets of the Canada Pension Plan. 2 BC Partners Holdings Limited is a limited corporation organized under the laws of Guernsey. 3 Altice N.V. will designate the entity that will hold these interests at or before closing. 4 Consists of BC Partners funds and co-invest entities, none of which will hold 5% or greater equity or voting interests in Cablevision. 5 At closing, the GP LP entities are expected to make small capital contributions to CPPIB – Suddenlink LP and the BC Partners Holding Entities, respectively, resulting in the GP LP entities owning a de mimimis amount of equity (less than 2%) in Class B shares. Also, the names of these entities are expected to change at closing. 6 Consists of various limited partnerships and BC European Capital IX Ltd., none of which will hold 5% or greater equity or voting interests in Cablevision. 7 Altice may elect to exclude CVC 3 B.V. from the ownership chain, in which case CVC 2 B.V. would directly own 100% of Neptune Holding US Corp


Document Created: 2015-11-02 15:19:34
Document Modified: 2015-11-02 15:19:34
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