Attachment Attachment 1

This document pretains to ITC-T/C-20160125-00033 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2016012500033_1123859

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                                                                   January 25, 2016

Via Electronic Filing

Marlene H. Dortch
Secretary
Federal Communications Commission
445 12th Street, S.W.
Washington, D.C. 20554

        Re:      Cebridge Telecom Limited, LLC, ITC—214—20051216—00526
                Cebridge Telecom TX, L.P., ITC—214—20060330—00173

                Section 63.24(f) Notice of Pro Forma Restructuring

Dear Secretary Dortch:

        On December 21, 2015, Altice N.V. ("Altice") consummated it acquisition of Cequel
Corporation ("Cequel") d/b/a Suddenlink Communications, parent company ofthe above—
referenced entities, both of which are authorized to provide globalfacilities—based and resold
telecommunications service pursuant to Section 214 of the Communications Act.‘ On December
23, 2015, Altice undertook the first step in a planned multi—step internal proforma restructuring
(the "Restructuring") that affected certain corporate affiliates —— but not ultimate control —— of
those entities." This submission provides the Commission with information pertaining to the
changes made to date in connection with the Restructuring pursuant to Section 63.24 of the
Commission‘s rules.

        Cebridge Telecom Limited, LLC ("Cebridge Telecom""), and Cebridge Telecom TX, L.P.
("Cebridge TX"), both are organized under the laws of the State of Delaware. Both are located
at 520 Maryville Centre Drive, Suite 300, St. Louis, Missouri 63141, and their telephone number


‘ Altice consummated its acquisition of Cequel following Commission approval ofthe transfer of
control. See In re: Applications Filed by Altice N.V. and Cequel Corporation d/b/a Suddenlink
Communications to Transfer Control ofAuthorizationsfrom Suddenlink Communications to
Altice N.V., WC Docket No. 15—135, Memorandum Opinion and Order, rel. December 18, 2015
(DA 15—1451). The transfers of control of Cebridge Telecom Limited, LLC, and Cebridge
Telecom TX, L.P., were effectuated pursuant to File Nos. ITC—T/C—20150603—00138 and ITC—
T/C—20150603—00139, respectively.
* Altice will provide the required notice(s) to the Commission upon completion ofthe remaining
steps ofthe proforma reorganization.


is (314) 315-9400. Correspondence concerning these entities can be addressed to Dennis Moffit,
Counsel, Cequel Corporation, at this same address. Mr. Moffit also can be reached by telephone
at (314) 315-9400 or via e-mail at dennis.moffit@suddenlink.com.

        The restructuring was presumptively pro forma because it did not result in a change in
the ultimate controlling party (Patrick Drahi) of the licensees, Cebridge Telecom or Cebridge
TX. As a result of the Restructuring, Altice now holds approximately 68.9 percent of the shares
of Cequel through three intermediate subsidiaries organized under the laws of the Netherlands
(CVC 1 B.V., CVC 2 B.V., and CVC 3 B.V.) and approximately 0.64 percent of the shares of
Cequel through Altice U.S. Holdings I and Altice U.S. Holdings II (through which it previously
held all of its shares of Cequel). In addition, 0.95 percent of CVC 1 B.V. is held by an
investment vehicle for Jerry Kent, the former Chairman and Chief Executive Officer of Cequel. 3

        Separately, on December 23, 2015, Patrick Drahi restructured his interest in Altice on a
pro forma basis by substituting a newly-created Luxembourg partnership, Next Luxembourg
S.C.sp, for the two Guernsey entities -- UpperNext Limited Partnership Incorporated and Next
Limited Partnership Incorporated -- through which he formerly held his interest in Altice. This
pro forma change affected only the entities through which Mr. Drahi personally holds his interest
in Altice. It had no effect on the chain of ownership through which Altice holds its interests in
Cequel. 4

       Pursuant to the requirements of 63.24 of the Commission’s rules, included with this
submission in Exhibit A is name, address, citizenship, and principal business information for any
person or entity that directly or indirectly holds at least ten percent of the equity of the Cequel
Corporation and its subsidiaries, along with the percentage of equity held by each such entity.
Exhibit B contains updated information about interlocking directorates. For convenience, pre-
and post-restructuring corporate organizational charts are included with this submission in
Exhibit C.

       Any questions concerning this submission should be addressed to the undersigned.

                                                      Respectfully submitted,


                                                      Yaron Dori
                                                      Counsel to Altice
cc:    K.C. Halm

3
  The restructuring did not affect the 30 percent interest in Cequel held indirectly by investment
vehicles and funds advised and managed by subsidiaries of BC Partners Holdings Limited and
investment vehicles and funds indirectly managed by the Canada Pension Plan Investment
Board.
4
 Because certain shareholders in Alice exercised stock conversion rights, Mr. Drahi’s
controlling interest in Altice has declined slightly from the level previously reported to the
Commission (58.5 percent) to 57.87 percent.


                                           Exhibit A

                               Updated Ownership Information

The following entities now hold a direct or indirect ten percent (10%) or greater ownership
interest in Cequel Corporation and its wholly owned subsidiaries.

Name:                 CVC 3 B.V.
Address:              Cattenbroekerdijk 4-B, 3446 HA Woerden, the Netherlands
Citizenship:          Netherlands
Percentage Owned:     99.36% (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.
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

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:     69.33% (indirectly via 99.05% 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:     40.12% (indirectly via 57.87% ownership of Altice N.V.)
Principal Business:   Telecommunications and Cable Television

Name:                 Next Luxembourg S.C.Sp
Address:              3, Boulevard Royal, L-2449 Luxembourg
Citizenship:          Luxembourg
Percentage Owned:     40.12% (indirectly via 100% ownership of Next Alt Sàrl)
Principal Business:   Telecommunications and Cable Television

Name:                 Patrick Drahi
Address:              Seilerwiesenstrasse 3920 Zermatt, Switzerland
Citizenship:          Israel
Percentage Owned:     40.12% (indirectly via 100% ownership of Next Luxembourg S.C.Sp)
Principal Business:   Telecommunications and Cable Television


                                             Exhibit B

                         Updated Interlocking Directorates Information

Below is a list of Altice personnel that will serve as officers or directors of Cequel or its
subsidiaries and the positions those individuals hold in Altice’s other carriers outside the United
States.

   Name        Address, Citizenship, and Position in Cequel        Positions Held in non-U.S. Altice
                                                                               Carriers
Dexter Goei   Address:      62, chemin des Gotettes,           CEO of Altice NV
                            CH-1222                            Director of Altice NV
                            Vesenay, Switzerland               Director of Altice Portugal
                                                               Director of Coditel Management
              Citizenship: United States                       Director of Cabovisao
                                                               Director of Winreason
              Cequel Position: Executive Chairman              Director of F300
                                                               Director of ONI SGPS
                                                               Director of Hubgrade
                                                               Director of Knewon
                                                               Director of ONI Maderia
                                                               Director of ONI Azores
                                                               Director of ONITelecom
                                                               Manager of Vinluam
                                                               Director of Vinluam
                                                               Director of MTVC
                                                               Director of WSG
                                                               Director of Hot Telecommunication
                                                               Systems
                                                               Director of Altice Blue Two
                                                               Director of Wananchi
                                                               Manager of More ATC
                                                               Manager of Coditel Management
                                                               Director of Coditel Holding*
                                                               Director of Coditel Holding Lux*
                                                               Director of Coditel Holding Lux II*
                                                               Director of Altice Management Europe

                                                               * Company represented by Coditel
                                                               Management
Abdelhakim    Address:      Piso 10                            Vice President of Board of Directors of
Boubazine                   95 Avenida Anacaona                Altice Hispaniola SA
                            Santo Domingo
                            Dominicana Republic

              Citizenship: France

              Cequel Position: Co-President and
                              Chief Operating Officer


                                  Exhibit C

     Updated Pre- and Post-Restructuring Organizational Charts
Post-restructuring chart does not reflect all entities identified in Exhibit A.


                                                                   Altice N.V.
                                                               (Post-Restructuring)

                                                                         Patrick Drahi




                                                                   Next Luxembourg S.C.sp


                                                                                                                              Other Holders
                                                                                                                              (None >= 10%)
                                                                        Next Alt S.à.r.l.

                                                                                                             42.13%
                                                                      57.87%
                                                                                                                                     JLKT, LLC
                                                                          Altice N.V.
                                                                                                                      0.95%
                                                                                               99.05%
                                                      CPPIB – Suddenlink LP                                           BC Partners Holding Entities
                                                    See BCP/CPPIB Post-Closing                 CVC 1 B.V.             See BCP/CPPIB Post-Closing
                     Altice U.S. Holdings I
                                                              Detail                                                            Detail
                                                                                            70%
                                                                          11.8%                                       18.2%
                                                                                               CVC 2 B.V.
                    Altice U.S. Holdings II
                                                    0.32%

                                                                                               CVC 3 B.V.
Notes:                                    0.32%
                                                                                            99.36%
All interests are 100% unless
otherwise indicated. Solid lines                                     Cequel Corporation
indicate direct interests. Dotted
lines indicate indirect interests.

BCP/CPPIB Post-Closing                                             Intermediate Subsidiaries
Detail remains unchanged.

                                                      Cequel
                                                                      Cebridge Telecom         Cebridge Telecom
                                                  Communications
                                                   Holdings, LLC        Limited, LLC                TX, L.P.


                     Previous Altice N.V. (Altice S.A.) Post-Closing Organizational Chart
                                               (Pre-Restructuring)

                                                              Patrick Drahi

                                                               100%

                                                     UpperNext Limited Partnership
                                                            Incorporated

                                                              100%

                                                       Next Limited Partnership
                                                             Incorporated
                                                                                                                             Other Holders
                                                              100%                                                           (None >= 10%)

                                                             Next Alt S.à r.l.                        41.5%

                                                              58.5%

                                                               Altice S.A.
     CPPIB – Suddenlink LP                                                                                           BC Partners Holding Entities
See BCP/CPPIB Post-Closing Detail                                                                                 See BCP/CPPIB Post-Closing Detail
                                                               100%
                                                                                                              15% Control,
      15% Control,
                                                                                                              18.2% Equity
      11.8% Equity                                     Altice US Holding I S.à r.l.
                                                                                             25.00050%
                                                               100%

                                                       Altice US Holding II S.à r.l.

                                                         44.99950%

                                                          Cequel Corporation

                                                                       100%

                                                       Intermediate Subsidiaries

                                                                       100%
                                        Cequel
                                                           Cebridge Telecom            Cebridge Telecom TX,
                                    Communications
                                                             Limited, LLC                      L.P.
                                     Holdings, LLC



Document Created: 2016-01-25 10:36:33
Document Modified: 2016-01-25 10:36:33

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