Attachment Attachment 1

This document pretains to ITC-T/C-20160711-00183 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2016071100183_1142879

July 11, 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 d/b/a Suddenlink Communications (“Cequel”), parent company of Cebridge Telecom Limited, LLC and Cebridge Telecom TX, L.P. (together, the “Cebridge 214 Holders”), each of which is authorized to provide global facilities-based and resold telecommunications service pursuant to Section 214 of the Communications Act. This submission notifies the Commission of a subsequent pro forma transfer of control of the Cebridge 214 Holders. As described in the Section 63.24(f) notifications filed by the Cebridge 214 Holders on January 25, 2015, on December 23, 2015, Altice undertook the first step in a planned multi-step internal pro forma restructuring (the “Restructuring”) that affected certain corporate affiliates — but not ultimate control — of the Cebridge 214 Holders. 1 Upon consummation of the first step of the Restructuring, Altice held approximately 68.7 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 1 The Commission granted nunc pro tunc approval for the pro forma transfers of control of various wireless licenses held by Cequel subsidiaries, which were consummated on December 23, 2015. See File No. 0007104471 (lead application) (consent granted May 10, 2016).

Letter to Marlene H. Dortch July 11, 2016 Page 2 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. On June 9, 2016, Altice completed the second step in the Restructuring, in which CVC 3 B.V. contributed its entire interest in Cequel to Neptune Holding US Corp., a U.S. corporation directly wholly- owned by CVC 3 B.V. and indirectly owned and controlled by Altice. 2 This Section 63.24(f) notification letter reports on this second step in the Restructuring. 3 The Restructuring is in the public interest. The Commission authorized the transfer of control of Cequel to Altice in December 2015 based on its conclusion “that the transaction, on balance, serves the public interest.” 4 The changes in corporate organizational structure described herein are minimal, do not result in any change in the business, management, operations or assets of Cequel or its subsidiaries, and do not affect in any way the ultimate control of all of these entities by Altice. Accordingly, the same public interest analysis that supported Altice’s substantive acquisition of control of Cequel also supports prompt approval of the pro forma changes proposed in these applications. 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 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. 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 information about interlocking directorates. For convenience, corporate organizational charts illustrating Cequel’s 2 The Commission approved the pro forma transfer of control of Cequel’s wireless licenses on June 8, 2016. See File No. 0007290099 (lead application) (consent granted June 8, 2016). Separately, Neptune Holding US Corp. also directly wholly owns Cablevision Systems Corporation, pursuant to the June 21, 2016, consummation of the transfer of control of Cablevision to Altice, as recently approved by the Commission. See Applications Filed by Altice N.V. and Cablevision Systems Corporation to Transfer Control of Authorizations from Cablevision Systems Corporation to Altice N.V., Mem. Op. & Order, WC Docket No. 15-257, DA 16-485, at ¶¶ 3, 6 (WCB, IB, MB, & WTB May 3, 2016) (“Altice-Cablevision Grant”). As described in the Altice-Cablevision Grant, Altice indirectly holds approximately 70 percent of the interests in Neptune Holding US Corp., with the remaining interests (other than Mr. Kent’s de minimis indirect interest) held by two co-investors. 3 In the final step of the Restructuring, expected to be completed by the end of 2016, Altice U.S. Holdings I and Altice U.S. Holdings II will contribute the 0.64 percent of the shares they collectively hold in Cequel to Neptune Holding US Corp., which will then hold 100 percent of the shares of Cequel. Altice and Cequel intend to make the required filings associated with this final step at the appropriate time. 4 Applications Filed by Altice N.V. and Cequel Corporation d/b/a Suddenlink Communications to Transfer Control of Authorizations from Suddenlink Communications to Altice N.V., Mem. Op. & Order, 30 FCC Rcd 14352 (WCB, IB, MB, & WTB 2015).

Letter to Marlene H. Dortch July 11, 2016 Page 3 ownership structure before and after completion of the most recent step in the Restructuring are included with this submission in Exhibit C. Any questions concerning this submission should be addressed to the undersigned. Respectfully Submitted, /s/ Yaron Dori Yaron Dori Michael Beder Ani Gevorkian Covington & Burling LLP One CityCenter 850 Tenth Street, N.W. Washington, DC 20001 (202) 662-6000 Counsel to Altice N.V.

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: Neptune Holding US Corp. Address: 2711 Centerville Rd Suite 400, Wilmington Citizenship: U.S. Percentage Owned: 100% Principal Business: Holding Company 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: 99.36% (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: 69.55% (indirectly via 70% 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 2 B.V.) Principal Business: Pension Investment Fund Name: CPPIB-Suddenvision 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)

Exhibit A Page 2 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 Europe, S.à.r.l. (“CPPIB Europe”) 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 Europe and CPPIB LAV) Principal Business: Pension Investment Fund Name: BC European Capital - Suddenvision 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 2 B.V.) 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: 69.53% (indirectly via 99.05% ownership of CVC 1 B.V.) Principal Business: Telecommunications and Cable Television

Exhibit A Page 3 Name: Next Alt Sàrl Address: 3, Boulevard Royal, L-2449 Luxembourg Citizenship: Luxembourg Percentage Owned: 40.23% (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: 40.23% (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: 40.23% (indirectly via 100% ownership of Next Luxembourg S.C.Sp) Principal Business: Telecommunications and Cable Television

Exhibit B 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. (as of June 8, 2016) 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. Intermediate Subsidiaries Cequel Cebridge Telecom Cebridge Telecom Communications Holdings, LLC Limited, LLC TX, L.P.

Altice N.V. NOTE (as of June 9, 2016) All interests are 100% unless otherwise indicated. Solid lines Patrick Drahi indicate direct interests. Dotted lines indicate indirect interests. 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. 0.32% Altice U.S. Holdings II CVC 3 B.V. 0.32% Neptune Holding US Corp. 99.36% Cequel Corporation Intermediate Subsidiaries Cequel Cebridge Telecom Cebridge Telecom Communications Holdings, LLC Limited, LLC TX, L.P.

BCP/CPPIB Post-Closing Detail Chart CPP Investment BC Partners Board1 Holdings Limited2 100% 100% 100% CPP Investment Board CPPIB LAV CIE Management Altice LP S.à.r.l. Europe, S.à.r.l. Holdings Inc. IX Limited GP 100% LP 0% Control, GP 100% Control, GP 100% 100% Control, 0% 100% Equity 0% Equity Direct or LP 0% Control, Equity (Class A) Indirect CPPIB US Private 100% Equity BC European Capital – Limited Partners/ Control, Holdings Inc. II Suddenvision GP LP4 Investors3 0% Equity GP 100% Control, GP 100% Control, LP 0% Control, 0% Equity (Class A) 0% Equity LP 0% Control, 100% Equity 100% Equity CPPIB – Suddenvision BC Partners GP LP4 Holding Entities5 GP 100% Control, 0% Control, 0% Equity (Class A) 100% Equity CPPIB – Suddenlink LP Additional BC Partners Holding Entities5 11.8% 18.2% CVC 2 B.V. CVC 3 B.V. 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 Consists of various BC Partners funds and co-invest entities. A de minimis (less than 5%) portion of the BC Partners equity interest in CVC 2 will be held through separate entities directly owned by BC Partners Holdings Limited. 4 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 receiving a de mimimis amount of equity (less than 2%) in Class B shares. Certain affiliates of CPPIB and BCP hold de minimis Class C equity interests ($1) in their respective GP LP with no control rights. 5 Consists of various limited partnerships and other intermediate holding entities directly or indirectly controlled by CIE Management IX Limited.


Document Created: 2016-07-11 15:43:56
Document Modified: 2016-07-11 15:43:56
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