Sec Form 13G Filing - Next Alt S.a.r.l. filing for Altice USA Inc. (ATUS) - 2020-02-14

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

NAME OF REPORTING PERSON

Next Alt S.à r.l.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☐        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION:

Luxembourg

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY 

EACH 

REPORTING 

PERSON 

WITH 

SOLE VOTING POWER

Class A Common Stock: 0

Class B Common Stock: 0

SHARED VOTING POWER

Class A Common Stock: 269,898,069^{1, 2}

Class B Common Stock: 183,015,062²

SOLE DISPOSITIVE POWER

Class A Common Stock: 0

Class B Common Stock: 0

SHARED DISPOSITIVE POWER

Class A Common Stock: 269,898,069^{1, 2}

Class B Common Stock: 183,015,062²

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

Class A Common Stock: 269,898,069^{1, 2}

Class B Common Stock: 183,015,062²

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

Class A Common Stock: 42.6%³

Class B Common Stock: 98.3%⁴

TYPE OF REPORTING PERSON (See Instructions)

HC

Next Alt S.à r.l. (“Next Alt”) is a personal holding company of Patrick Drahi, who is its controlling shareholder. As of the date of this report, Next Alt directly and indirectly owns 77.58% of the share capital and voting rights of Altice Europe N.V. (“Altice Europe”). Altice Europe maintains a one-tier board of four executive board members, one of whom is Mr. Drahi, and four non-executive board members. The executive board members are appointed by shareholders at the general meeting at the binding nomination of Next Alt. Altice CVC Lux S.à r.l. (“Altice CVC”) is an indirect, wholly-owned subsidiary of Altice Europe. Accordingly, Next Alt may be deemed to beneficially own the 24,475,295 shares of Class A Common Stock of the Issuer owned by Altice CVC.

Next Alt has entered into voting agreements (the “Concert Group voting agreements”) with each of Dexter Goei, Jean-Luc Berrebi, Nicolas Rotkoff, Abdelhakim Boubazine and Charles Stewart (collectively, the “Concert Group”), or their personal holding companies. The voting agreement with respect to Mr. Berrebi covers certain of the shares of the Issuer’s common stock he owns; the voting agreements with respect to the other members of the Concert Group cover all of the shares of the Issuer’s common stock they own. Includes shares of Class A Common Stock and Class B Common Stock held by the Concert Group members as follows: 10,796,427 shares of Class A Common Stock held by Mr. Goei, 490,633 shares of Class A Common Stock and 89,468 shares of Class B Common Stock held by Mr. Berrebi, 50,000 shares of Class A Common Stock held by Mr. Rotkoff, 2,345,862 shares of Class A Common Stock and 42,180 shares of Class B Common Stock held by Mr. Boubazine, and 1,355,485 shares of Class A Common Stock held by Mr. Stewart. Excludes 1,039,446 shares of Class A Common Stock that Mr. Goei received on January 31, 2020. As of December 31, 2019, such shares were underlying a derivative security that was subject to a material condition outside of Mr. Goei’s control that could not be waived.

This percentage is calculated based upon information set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 5, 2019, according to which there were 450,564,558 shares of Class A Common Stock outstanding as of September 30, 2019, plus the 183,015,062 shares of Class A Common Stock underlying the shares of Class B Common Stock deemed to be held by the Reporting Person.

This percentage is calculated based upon information set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 5, 2019, according to which there were 186,262,928 shares of Class B Common Stock outstanding as of September 30, 2019.

NAME OF REPORTING PERSON

Altice CVC Lux S.à r.l.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☐        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION:

Luxembourg

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY 

EACH 

REPORTING 

PERSON 

WITH 

SOLE VOTING POWER

Class A Common Stock: 0

Class B Common Stock: 0

SHARED VOTING POWER

Class A Common Stock: 24,475,295

Class B Common Stock: 0

SOLE DISPOSITIVE POWER

Class A Common Stock: 0

Class B Common Stock: 0

SHARED DISPOSITIVE POWER

Class A Common Stock: 24,475,295

Class B Common Stock: 0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

Class A Common Stock: 24,475,295

Class B Common Stock: 0

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

Class A Common Stock: 5.4%¹

Class B Common Stock: 0%

TYPE OF REPORTING PERSON (See Instructions)

OO

This percentage is calculated based upon information set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 5, 2019, according to which there were 450,564,558 shares of Class A Common Stock outstanding as of September 30, 2019.

NAME OF REPORTING PERSON

Patrick Drahi

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☐        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION:

Israel

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY 

EACH 

REPORTING 

PERSON 

WITH 

SOLE VOTING POWER

Class A Common Stock: 0

Class B Common Stock: 0

SHARED VOTING POWER

Class A Common Stock: 278,217,292^{1, 2}

Class B Common Stock: 183,016,062^{2, 3}

SOLE DISPOSITIVE POWER

Class A Common Stock: 0

Class B Common Stock: 0

SHARED DISPOSITIVE POWER

Class A Common Stock: 278,217,292^{1, 2}

Class B Common Stock: 183,016,062^{2, 3}

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

Class A Common Stock: 278,217,292^{1, 2}

Class B Common Stock: 183,016,062^{2, 3}

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

Class A Common Stock: 43.9%⁴

Class B Common Stock: 98.3%⁵

TYPE OF REPORTING PERSON (See Instructions)

IN

Includes 47,369,305 shares of Class A Common Stock held by Next Alt. Next Alt is a personal holding company of Patrick Drahi, who is its controlling shareholder. As of the date of this report, Next Alt directly and indirectly owns 77.58% of the share capital and voting rights of Altice Europe. Altice Europe maintains a one-tier board of four executive board members, one of whom is Mr. Drahi, and four non-executive board members. The executive board members are appointed by shareholders at the general meeting at the binding nomination of Next Alt. Altice CVC is an indirect, wholly-owned subsidiary of Altice Europe. Accordingly, Mr. Drahi may be deemed to beneficially own the 24,475,295 shares of Class A Common Stock of the Issuer owned by Altice CVC.

Next Alt has entered into the Concert Group voting agreements with the Concert Group or their personal holding companies. The voting agreement with respect to Mr. Berrebi covers certain of the shares of the Issuer’s common stock he owns; the voting agreements with respect to the other members of the Concert Group cover all of the shares of the Issuer’s common stock they own. Includes shares of Class A Common Stock and Class B Common Stock held by the Concert Group members as follows: 10,796,427 shares of Class A Common Stock held by Mr. Goei, 490,633 shares of Class A Common Stock and 89,468 shares of Class B Common Stock held by Mr. Berrebi, 50,000 shares of Class A Common Stock held by Mr. Rotkoff, 2,345,862 shares of Class A Common Stock and 42,180 shares of Class B Common Stock held by Mr. Boubazine, and 1,355,485 shares of Class A Common Stock held by Mr. Stewart. Excludes 1,039,446 shares of Class A Common Stock that Mr. Goei received on January 31, 2020. As of December 31, 2019, such shares were underlying a derivative security that was subject to a material condition outside of Mr. Goei’s control that could not be waived.

Includes 182,883,414 shares of Class B Common Stock held by Next Alt and 1,000 shares of Class B Common Stock held by A4. Mr. Drahi disclaims beneficial ownership of the 1,000 shares of Class B Common Stock held by A4.

This percentage is calculated based upon information set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 5, 2019, according to which there were 450,564,558 shares of Class A Common Stock outstanding as of September 30, 2019, plus the 183,016,062 shares of Class A Common Stock underlying the shares of Class B Common Stock deemed to be held by the Reporting Person.

This percentage is calculated based upon information set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 5, 2019, according to which there were 186,262,928 shares of Class B Common Stock outstanding as of September 30, 2019.

NAME OF REPORTING PERSON

Dexter Goei

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☐        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY 

EACH 

REPORTING 

PERSON 

WITH 

SOLE VOTING POWER

Class A Common Stock: 0

Class B Common Stock: 0

SHARED VOTING POWER

Class A Common Stock:10,796,427¹

Class B Common Stock: 0

SOLE DISPOSITIVE POWER

Class A Common Stock: 0

Class B Common Stock: 0

SHARED DISPOSITIVE POWER

Class A Common Stock:10,796,427¹

Class B Common Stock: 0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*:

Class A Common Stock:10,796,427¹

Class B Common Stock: 0

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

Class A Common Stock: 2.4%²

Class B Common Stock: 0%

TYPE OF REPORTING PERSON (See Instructions)

IN

Next Alt has entered into Concert Group voting agreements with the Concert Group or their personal holding companies. The Concert Group voting agreements allow Mr. Drahi (through entities controlled directly or indirectly by him or his family (including Next Alt, Uppernext and A4)) to vote all of Mr. Goei’s shares. Includes shares held individually by the Reporting Person and through personal holding companies. Excludes 1,039,446 shares of Class A Common Stock that the Reporting Person received on January 31, 2020. As of December 31, 2019, such shares were underlying a derivative security that was subject to a material condition outside of the Reporting Person’s control that could not be waived.

This percentage is calculated based upon information set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 5, 2019, according to which there were 450,564,558 shares of Class A Common Stock outstanding as of September 30, 2019.

NAME OF REPORTING PERSON

Jean-Luc Berrebi

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☐        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION:

France, Israel

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY 

EACH 

REPORTING 

PERSON 

WITH 

SOLE VOTING POWER

Class A Common Stock: 140,000¹

Class B Common Stock: 0

SHARED VOTING POWER

Class A Common Stock: 580,101^{1, 2}

Class B Common Stock: 89,468¹

SOLE DISPOSITIVE POWER

Class A Common Stock: 140,000¹

Class B Common Stock: 0

SHARED DISPOSITIVE POWER

Class A Common Stock: 580,101^{1, 2}

Class B Common Stock: 89,468¹

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

Class A Common Stock: 720,101^{1, 2}

Class B Common Stock: 89,468¹

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

Class A Common Stock: 0.2%³

Class B Common Stock: 0%⁴

TYPE OF REPORTING PERSON (See Instructions)

IN

Next Alt has entered into Concert Group voting agreements with the Concert Group or their personal holding companies. The Concert Group voting agreements allow Mr. Drahi (through entities controlled directly or indirectly by him or his family (including Next Alt, Uppernext and A4) to vote all of Mr. Berrebi’s shares, other than the shares of Class A Common Stock reflected in Row 5 “Sole Voting Power” and Row 7 “Sole Dispositive Power”. Includes shares held individually by the Reporting Person and through personal holding companies.

Includes 89,468 shares of Class B Common Stock. Each share of Class B Common Stock is convertible at any time upon written notice to the Issuer at the option of the holder into one share of Class A Common Stock.

This percentage is calculated based upon information set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 5, 2019, according to which there were 450,564,558 shares of Class A Common Stock outstanding as of September 30, 2019, plus the 89,468 shares of Class A Common Stock underlying the shares of Class B Common Stock deemed to be held by the Reporting Person.

This percentage is calculated based upon information set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 5, 2019, according to which there were 186,262,928 shares of Class B Common Stock outstanding as of September 30, 2019.

NAME OF REPORTING PERSON

Nicolas Rotkoff

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☐        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION:

France

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY 

EACH 

REPORTING 

PERSON 

WITH 

SOLE VOTING POWER

Class A Common Stock: 0

Class B Common Stock: 0

SHARED VOTING POWER

Class A Common Stock: 50,000¹

Class B Common Stock: 0

SOLE DISPOSITIVE POWER

Class A Common Stock: 0

Class B Common Stock: 0

SHARED DISPOSITIVE POWER

Class A Common Stock: 50,000¹

Class B Common Stock: 0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

Class A Common Stock: 50,000¹

Class B Common Stock: 0

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

Class A Common Stock: 0%²

Class B Common Stock: 0%

TYPE OF REPORTING PERSON (See Instructions)

IN

Next Alt has entered into Concert Group voting agreements with the Concert Group or their personal holding companies. The Concert Group voting agreements allow Mr. Drahi (through entities controlled directly or indirectly by him or his family (including Next Alt, Uppernext and A4)) to vote all of Mr. Rotkoff’s shares. Includes shares held individually by the Reporting Person and through personal holding companies.

This percentage is calculated based upon information set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 5, 2019, according to which there were 450,564,558 shares of Class A Common Stock outstanding as of September 30, 2019.

NAME OF REPORTING PERSON

Abdelhakim Boubazine

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☐        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION:

France

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY 

EACH 

REPORTING 

PERSON 

WITH 

SOLE VOTING POWER

Class A Common Stock: 0

Class B Common Stock: 0

SHARED VOTING POWER

Class A Common Stock: 2,388,042^{1, 2}

Class B Common Stock: 42,180¹

SOLE DISPOSITIVE POWER

Class A Common Stock: 0

Class B Common Stock: 0

SHARED DISPOSITIVE POWER

Class A Common Stock: 2,388,042^{1, 2}

Class B Common Stock: 42,180¹

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

Class A Common Stock: 2,388,042^{1, 2}

Class B Common Stock: 42,180¹

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

Class A Common Stock: 0.5%³

Class B Common Stock: 0%⁴

TYPE OF REPORTING PERSON (See Instructions)

IN

Next Alt has entered into Concert Group voting agreements with the Concert Group or their personal holding companies. The Concert Group voting agreements allow Mr. Drahi (through entities controlled directly or indirectly by him or his family (including Next Alt, Uppernext and A4)) to vote all of Mr. Boubazine’s shares.

Includes 42,180 shares of Class B Common Stock. Each share of Class B Common Stock is convertible at any time upon written notice to the Issuer at the option of the holder into one share of Class A Common Stock.

This percentage is calculated based upon information set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 5, 2019, according to which there were 450,564,558 shares of Class A Common Stock outstanding as of September 30, 2019, plus the 42,180 shares of Class A Common Stock underlying the shares of Class B Common Stock deemed to be held by the Reporting Person.

This percentage is calculated based upon information set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 5, 2019, according to which there were 186,262,928 shares of Class B Common Stock outstanding as of September 30, 2019.

NAME OF REPORTING PERSON

Charles Stewart

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☐        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY 

EACH 

REPORTING 

PERSON 

WITH 

SOLE VOTING POWER

Class A Common Stock: 0

Class B Common Stock: 0

SHARED VOTING POWER

Class A Common Stock: 1,355,485¹

Class B Common Stock: 0

SOLE DISPOSITIVE POWER

Class A Common Stock: 0

Class B Common Stock: 0

SHARED DISPOSITIVE POWER

Class A Common Stock: 1,355,485¹

Class B Common Stock: 0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

Class A Common Stock: 1,355,485¹

Class B Common Stock: 0

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

Class A Common Stock: 0.3%²

Class B Common Stock: 0%

TYPE OF REPORTING PERSON (See Instructions)

IN

Next Alt has entered into Concert Group voting agreements with the Co ncert Group or their personal holding companies. The Concert Group voting agreements allow Mr. Drahi (through entities controlled directly or indirectly by him or his family (including Next Alt, Uppernext and A4)) to vote all of Mr. Stewart’s shares.

This percentage is calculated based upon information set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2019, according to which there were 450,564,558 shares of Class A Common Stock outstanding as of September 30, 2019.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Names of Persons Filing:

Next Alt S.à r.l.

Altice CVC Lux S.à r.l.

Patrick Drahi

Dexter Goei

Jean-Luc Berrebi

Nicolas Rotkoff

Abdelhakim Boubazine

Charles Stewart

Address of Principal Business Office or, if none, Residence:

The principal business address for Next Alt S.à r.l., Altice CVC Lux S.à r.l. and Patrick Drahi is 5 Rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg.

The principal business address for Dexter Goei and Abdelhakim Boubazine is c/o Altice USA, Inc., 1 Court Square West, Long Island City, New York 11101.

The principal business address for Jean-Luc Berrebi is Rue de Rhône 114, 1204 Geneva, Switzerland.

The principal business address for Nicolas Rotkoff is c/o SMB Consulting S.A., 283 Route d’Arlon, L-8011, Strassen, Grand Duchy of Luxembourg.

The principal place of business of Charles Stewart is 1334 York Avenue, New York, New Yok 10021.

Citizenship:

Title of Class of Securities:

CUSIP Number:

Ownership

Amount beneficially owned: See the responses to Row 9 on the attached cover pages.

Percent of class: See the responses to Row 11 on the attached cover pages.

Number of shares as to which such person has:

Sole power to vote or direct the vote: See the responses to Row 5 on the attached cover pages.

Shared power to vote or direct the vote: See the responses to Row 6 on the attached cover pages.

Sole power to dispose or direct the disposition of: See the responses to Row 7 on the attached cover pages.

Shared power to dispose or direct the disposition of: See the responses to Row 8 on the attached cover pages.

Ownership Five Percent or Less of a Class

Ownership of More than Five Percent on Behalf of Another Person

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Identification and Classification of Members of the Group

Notice of Dissolution of Group

Certification

Exhibit
Number

Title