Attachment Exhibit F

This document pretains to SES-T/C-20180117-00180 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2018011700180_1327258

                       PUBLIC INTEREST STATEMENT AND
                DESCRIPTION OF PRO FORMA TRANSFER OF CONTROL

INTRODUCTION

        Altice USA, Inc. (“Altice USA”) 1 seeks the consent of the Federal Communications

Commission (“FCC” or “Commission”) for a pro forma reorganization that does not change

ultimate control over Altice USA or its license subsidiaries. 2 As described more fully below,

Altice USA is separating from Altice N.V.—its European parent company—through a

distribution of Altice USA shares to Altice N.V. shareholders. The current ultimate controlling

shareholder of Altice N.V. will retain control of Altice USA post-distribution. Accordingly, this

corporate reorganization is pro forma and does not amount to a substantial transaction under

Commission rules. Further, the separation will generate a number of public interest benefits by

enabling Altice USA to focus on the unique aspects of the U.S. market to create compelling

products and services for consumers. It is also presumptively in the public interest as a pro

forma transaction. 3


DESCRIPTION OF THE PARTIES

Next Alt S.à.r.l.

        Next Alt S.à.r.l. (“Next Alt”) is a holding company organized in Luxembourg. Next Alt

is controlled by Patrick Drahi and is currently the direct controlling parent of Altice N.V. As of

December 31, 2017, Next Alt held 60.31% of the outstanding share capital and voting rights of




1
  Altice USA seeks this consent on behalf of itself and its subsidiaries.
2
  Altice USA is filing several concurrent applications with the Commission. The U.S. Securities and
Exchange Commission has already concluded that no SEC review is needed.
3
  See Federal Communication Bar Association’s Petition for Forbearance, Memorandum Opinion and
Order, 13 FCC Rcd 6293 ¶¶ 2, 18 (1998).


                                                                                                      1


Altice N.V. Following the proposed distribution, Next Alt will be the direct controlling parent of

Altice USA.


Altice N.V.

       Altice N.V. is a public limited liability company incorporated under the laws of the

Netherlands. Altice N.V. is a multinational cable, fiber, mobile, telecommunications, content

and media company operating directly or through its subsidiaries in a range of markets

throughout the world, including in Western Europe (France, Portugal, and Switzerland), the

United States, Israel, the Dominican Republic, and the French Overseas Territories. Through its

subsidiaries, Altice N.V. serves over 50M subscribers worldwide. As of December 31, 2017,

Altice N.V. indirectly owned approximately 73.5% of the total outstanding capital stock and

98.4% of the total voting power of the capital stock of Altice USA.


Altice USA, Inc.

       Altice USA is a Delaware-organized corporation indirectly controlled by Altice N.V.

Altice USA is one of the largest broadband communications and video service providers in the

United States. Altice USA serves its customers through two business segments: Optimum,

which operates in the New York metropolitan area; and Suddenlink, which principally operates

in markets in the south-central United States. Through these business segments, Altice USA

delivers broadband, pay television, telephony services, Wi-Fi hotspot access, proprietary content,

and advertising services to approximately 4.9 million residential and business customers. Its

footprint extends across 21 states through a fiber-rich broadband network with more than 8.6

million homes passed as of September 30, 2017. Altice USA’s other businesses include Altice

Media Solutions, Intelligis (data analytics) and News12.




                                                                                                2


DESCRIPTION OF THE PROPOSED TRANSACTION

        On January 8, 2018, Altice N.V.’s Board of Directors announced a reorganization to

separate Altice USA from Altice N.V. As part of this restructuring, Altice N.V. intends to

distribute its controlling interest in Altice USA to Altice N.V.’s shareholders through a

distribution in kind of Altice USA shares. The number of shares of Altice USA common stock

to be distributed to each Altice N.V. shareholder will be based on shareholders’ ownership of

Altice N.V. common shares. Each shareholder will be given the right to elect the percentage of

Altice USA Class A and Class B shares it receives in the distribution. 4 By default, Altice N.V.

shareholders will receive Class A shares if they do not make an election, and any Class B shares

are subject to a cap.

        At the direction of its controlling shareholder, Next Alt will elect to receive all of the

Altice USA shares to which it is entitled as Class B shares. As a result of this election—as well

as existing voting agreements and voting agreements that Next Alt will enter into with certain

members of Altice N.V. and Altice USA management—Patrick Drahi, through Next Alt, will:

(1) continue control of Altice USA immediately after the distribution, regardless of the elections

made by other Altice N.V. shareholders; (2) have the right to nominate a majority of Altice

USA’s Board of Directors; and (3) serve as Chairman of Altice USA. Diagrams showing the

relevant changes to the overall corporate structure are attached to this application.

        This proposed distribution, and the resulting separation of Altice USA from Altice N.V.,

will unlock the full value of Altice USA and serve the public interest. Post-distribution, Altice

USA will retain its ultimate ownership and management—its executive officers will remain the

same and its board will be unchanged aside from the addition of Patrick Drahi as Chairman.


4
 Class B shares carry 25 votes compared to one vote for Class A shares, but Class B shares are not listed
on a public exchange. Shareholders may elect to convert Class B shares to Class A shares at any time.


                                                                                                        3


With the separation from Altice N.V., Altice USA will have greater freedom to focus on its core

business interests including continued investment in networks and video products, simplification

across its business operations, and improved customer service, ultimately benefitting the

customers of Suddenlink and Optimum. The reorganization will also rationalize investment by

allowing investors to invest specifically in the global geographic regions in which they are

interested, allowing for better geographic alignment between investors and securities analysts

and the companies. Moreover, because the transaction is pro forma, it is presumptively in the

public interest. 5




5
 See Federal Communication Bar Association’s Petition for Forbearance, Memorandum Opinion and
Order, 13 FCC Rcd 6293 ¶¶ 2, 18 (1998).


                                                                                                 4


                       Pre-Closing Organizational Chart1

                                          Patrick Drahi




                                                                             Next Luxembourg
                              100% of limited
                              partnership units
                                                                           Management G.P. S.à.r.l.


                                                                            1 unlimited
                                       Next Luxembourg                      partnership unit
                                           S.C.S.p.


                                         Next Alt S.à.r.l.
                                                                                    Other Holders
                                                                                    None >=10%
                                       60.31%                       39.69%

                                            Altice N.V.


                                            CVC 1 B.V.

                                            CVC 2 B.V.

                                            CVC 3 B.V.

                                                    98.4%

                                        Altice USA, Inc.



            Cablevision Systems                                Cequel Corporation
                Corporation

                          100% direct and                                    100% direct and
                          indirect                                           indirect

            Cablevision Licensee                                 Cequel Licensee
                Subsidiaries                                      Subsidiaries



1
 All ownership and control is 100% unless otherwise noted. Identified percentages are voting interests
as of Dec. 31, 2017.


                               Post-Closing Organizational Chart1

                                                  Patrick Drahi




                                                                                     Next Luxembourg
                                      100% of limited
                                                                                   Management G.P. S.à.r.l.
                                      partnership units


                                                                                    1 unlimited
                                               Next Luxembourg                      partnership unit
                                                   S.C.S.p.


                                                Next Alt S.à.r.l.                           Other Holders
                                                                                            None >=10%
                                                >50%2                      <50%

                                                Altice USA, Inc.



                    Cablevision Systems                                Cequel Corporation
                        Corporation

                                  100% direct and                                   100% direct and
                                  indirect                                          indirect

                    Cablevision Licensee                                 Cequel Licensee
                        Subsidiaries                                      Subsidiaries




1
    All ownership and control is 100% unless otherwise noted. Identified percentages are voting interests.
2
 Regardless of shareholder elections, Next Alt will hold a controlling interest. Actual voting interest will
depend on the number of shares of Altice USA Class B common stock Altice N.V. shareholders elect to
receive. See Public Interest Statement and Description of Pro Forma Transfer of Control p.3 for details.



Document Created: 2018-01-16 18:09:33
Document Modified: 2018-01-16 18:09:33

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