0000929638-24-003742.txt : 20241105 0000929638-24-003742.hdr.sgml : 20241105 20241105170021 ACCESSION NUMBER: 0000929638-24-003742 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20241104 FILED AS OF DATE: 20241105 DATE AS OF CHANGE: 20241105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Next Alt S.a.r.l. CENTRAL INDEX KEY: 0001709662 ORGANIZATION NAME: STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38126 FILM NUMBER: 241428387 BUSINESS ADDRESS: STREET 1: 5, RUE EUGENE RUPPERT CITY: GRAND DUCHY OF LUXEMBOURG STATE: N4 ZIP: L-2453 BUSINESS PHONE: 352 27 380 801 MAIL ADDRESS: STREET 1: 5, RUE EUGENE RUPPERT CITY: GRAND DUCHY OF LUXEMBOURG STATE: N4 ZIP: L-2453 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Drahi Patrick CENTRAL INDEX KEY: 0001709689 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38126 FILM NUMBER: 241428386 MAIL ADDRESS: STREET 1: WIESTISTRASSE 14 CITY: ZERMATT STATE: V8 ZIP: 3920 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Altice USA, Inc. CENTRAL INDEX KEY: 0001702780 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] ORGANIZATION NAME: 06 Technology IRS NUMBER: 383980194 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1 COURT SQUARE WEST CITY: LONG ISLAND CITY STATE: NY ZIP: 11101 BUSINESS PHONE: (516) 803-2300 MAIL ADDRESS: STREET 1: 1 COURT SQUARE WEST CITY: LONG ISLAND CITY STATE: NY ZIP: 11101 4 1 form4.xml X0508 4 2024-11-04 0001702780 Altice USA, Inc. ATUS 0001709662 Next Alt S.a.r.l. 1, RUE HILDEGARD VON BINGEN GRAND DUCHY OF LUXEMBOURG N4 L-1282 LUXEMBOURG true true 0001709689 Drahi Patrick 1, RUE HILDEGARD VON BINGEN GRAND DUCHY OF LUXEMBOURG N4 L-1282 LUXEMBOURG true true false Class A common stock 2024-11-04 4 S 0 268409 23.3164 D 34566454 D Class A common stock 2024-11-04 4 S 0 268409 24.5 D 34298045 D Class A common stock 2024-11-04 4 S 0 268409 25.6836 D 34029636 D Call option (obligation to sell) 2024-11-04 4 X 0 268409 0 D 2024-11-04 2024-11-04 Class A Common stock 268409 28719802 D Call option (obligation to sell) 2024-11-04 4 X 0 268409 0 D 2024-11-04 2024-11-04 Class A Common stock 268409 28451393 D Call option (obligation to sell) 2024-11-04 4 X 0 268409 0 D 2024-11-04 2024-11-04 Class A Common stock 268409 28182984 D Next Alt S.a r.l. ("Next Alt") is an indirect wholly-owned and controlled personal holding company of Patrick Drahi. Mr. Drahi is a director of the Issuer. Next Alt is a party to a stockholders agreement with the Issuer pursuant to which Next Alt has certain rights to appoint directors of the Issuer. Each Reporting Person disclaims beneficial ownership of all interests reported on this Form 4 except to the extent of such Reporting Person's pecuniary interests. Next Alt is a party to existing bilateral European capped call transactions ("Capped Calls") with a financial institution counterparty with respect to a total of 33,819,573 shares of Class A common stock of the Issuer. The Capped Calls expire in equal tranches over a 42 scheduled trading day period, beginning October 25, 2024 and are automatically exercised upon expiration. For each Capped Call (of which there are three on each trading day, each at different strike prices), Next Alt is required to deliver to the counterparty a number of shares of Class A common stock equal to the amount set forth in (3). (i) if the then-current value of the shares (the "Settlement Price") is below the lower strike price (98.5%, 103.5% or 108.5% of the reference price), zero; (ii) if the Settlement Price is equal to or above the lower strike price but is equal to or below the higher strike price (149.6%, 154.6% or 159.6% of the reference price), then (x) the product of the number of shares under such Capped Call and the lower strike price divided by (y) the Settlement Price; or (iii) if the Settlement Price is above the higher strike price, (x) the product of (A) the number of shares under such Capped Call and (B) the sum of (I) the lower strike price and (II) the excess, if any, of the Settlement Price over the higher strike price, divided by (y) the Settlement Price. In connection with the exercise and expiration of the Capped Calls on the date set forth in Table II, Next Alt repaid debt to the financial institution incurred in connection with the execution of the Capped Calls by delivering the shares set forth in Table I on such date valued at the price set forth in Table I for such date. Next Alt S.a r.l. By: /s/ Armelle Koelf Armelle Koelf, pursuant to power of attorney for Next Alt S.a r.l. 2024-11-04 Patrick Drahi By: /s/ Armelle Koelf Armelle Koelf, pursuant to power of attorney for Patrick Drahi 2024-11-04 EX-24.1 2 nextalt_poa.htm POWER OF ATTORNEY FOR NEXT ALT S.A R.L
Exhibit 24.1
 
POWER OF ATTORNEY
 
Know all by these presents that the undersigned hereby constitutes and appoints Armelle Koelf, the undersigned’s true and lawful attorney-in-fact, to:
 
1. execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director or 10% shareholder of Altice USA, Inc. (the “Company”), Forms 3, 4 and 5 (and any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder;
 
2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission (the “SEC”), including without limitation the execution and filing of a Form ID or any other documents necessary or appropriate to enable the undersigned to file the Forms 3, 4 and 5 electronically with the SEC; and
 
3. take any other action in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by or for, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such information and disclosure as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever required, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.
 
The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request and on the behalf of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with, or any liability for the failure to comply with, any provision of Section 16 of the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until June 30, 2025, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
 
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 17th day of October 2024.

Signed and Acknowledged:

Next Alt S.a.r.l.

By: /s/ Patrick Drahi and /s/ Laurent Godineau
Name: Patrick Drahi and Laurent Godineau
Title: Manager A and Manager B


 EX-24.2 3 drahipatrick_poa.htm POWER OF ATTORNEY FOR PATRICK DRAHI
Exhibit 24.2
 
POWER OF ATTORNEY
 
Know all by these presents that the undersigned hereby constitutes and appoints Armelle Koelf, the undersigned’s true and lawful attorney-in-fact, to:
 
1. execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director or 10% shareholder of Altice USA, Inc. (the “Company”), Forms 3, 4 and 5 (and any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder;
 
2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission (the “SEC”), including without limitation the execution and filing of a Form ID or any other documents necessary or appropriate to enable the undersigned to file the Forms 3, 4 and 5 electronically with the SEC; and
 
3. take any other action in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by or for, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such information and disclosure as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever required, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.
 
The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request and on the behalf of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with, or any liability for the failure to comply with, any provision of Section 16 of the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until June 30, 2025, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 17th day of October 2024.

Signed and Acknowledged:


/s/ Patrick Drahi
Patrick Drahi