Altice announces pricing of Senior Notes

April 23, 2014 -Altice S.A. (Euronext: ATC) today announced that it has priced an offering of (i) €2,075 million in aggregate principal amount of its 7 1/4% Senior Notes due 2022 ("Senior Euro Notes") and (ii) $2,900 million aggregate principal amount of its 7 3/4% Senior Notes due 2022 ("Senior Dollar Notes" and, together with the Senior Euro Notes, the "Senior Notes").  Following their release from escrow, proceeds of the Senior Notes, together with proceeds from certain future equity financings, will be used to (i) exercise all preferential subscription rights to be allocated to Altice France S.A. ("Altice France"), a wholly-owned subsidiary of Altice S.A., pursuant to the €4,732 million rights issue by Numericable Group S.A. ("Numericable") comprising ordinary shares with preferential subscription rights to its existing shareholders (the "Numericable Rights Issue"), (ii) purchase certain ordinary shares of Numericable  from funds affiliated with Carlyle Group and Cinven Ltd., (iii) repay certain existing indebtedness of Altice France, and (iv) pay fees and expenses related thereto.  The offering of the Senior Notes is expected to close on or about May 8, 2014, subject to customary closing conditions and the proceeds from such offering will be held in segregated escrow accounts pending satisfaction of certain escrow release conditions (including the completion of the Numericable Rights Issue).

Numericable, a subsidiary of Altice S.A., today announced that it has priced an offering of (i) $2,400 million aggregate principal amount of its 4 7/8% Senior Secured Notes due 2019 (the "2019 Senior Secured Notes"), (ii) €1,000 million aggregate principal amount of its 5 8/8% Senior Secured Notes due 2022 (the "Euro 2022 Senior Secured Notes"), (iii) $4,000 million aggregate principal amount of its 6.0% Senior Secured Notes due 2022 (the "Dollar 2022 Senior Secured Notes"), (iv) €1,250 million aggregate principal amount of its 5 5/8% Senior Secured Notes due 2024 (the "Euro 2024 Senior Secured Notes"), and (v) $1,375 million aggregate principal amount of its 6 1/4% Senior Secured Notes due 2024 (the "Dollar 2024 Senior Secured Notes", and together with the 2019 Senior Secured Notes, Euro 2022 Senior Secured Notes, Dollar 2022 Senior Secured Notes, Euro 2024 Senior Secured Notes, the "Senior Secured Notes" and, together with the Senior Notes, the "Notes"). Following their release from escrow, proceeds of the Senior Secured Notes, together with borrowings under a senior secured loan credit facility to be entered into by Numericable on or about April 23, 2014 in an aggregate principal amount equivalent to €3,780 million (equivalent) and the proceeds of the Numericable Rights Issue, will be used by the Numericable to (i) pay cash consideration to Vivendi S.A. to acquire 100% of the capital of SFR (other than 10 shares in SFR not held by Vivendi S.A.) and all of the shares of another subsidiary of Vivendi S.A., SIG 50 (the "Acquisition"), (ii) refinance certain existing indebtedness of Numericable and its subsidiaries, (iii) purchase the shareholder note owed by SFR to Vivendi S.A. and (iv) pay fees and expenses related thereto. The offering of the Senior Secured Notes is expected to close on or about May 8, 2014, subject to customary closing conditions and the proceeds from such offering will be held in segregated escrow accounts pending satisfaction of certain escrow release conditions (including completion of the Acquisition).