Form 4: Altice USA Director and 10% Owner Next Alt S.a.r.l. Executes Share Disposals and Capped Call Transactions
SEC Form 4 Filing
Next Alt S.a.r.l., a significant shareholder and director of Altice USA, executed share disposals and capped call transactions, resulting in a decrease in their direct holdings of Class A common stock.
Summary
- Next Alt S.a.r.l., an indirect holding company controlled by Patrick Drahi, disposed of 268,409 shares of Altice USA Class A common stock at three different prices: $23.3164, $24.5, and $25.6836 per share on December 5, 2024.
- These disposals were related to the exercise and expiration of existing capped call transactions.
- The capped calls, which involved a total of 33,819,573 shares, are automatically exercised upon expiration and require Next Alt to deliver shares to a financial institution counterparty.
- The number of shares delivered depends on the settlement price of the shares relative to the lower and higher strike prices of the capped calls.
- Following these transactions, Next Alt's direct holdings of Class A common stock decreased to 16,314,642 shares.
- Next Alt also holds call options (obligation to sell) on 10,467,990 shares of Class A common stock after these transactions.
Sentiment
Score: 5
Explanation: The document is a neutral disclosure of transactions. While the share disposals might be seen as slightly negative, they are part of a pre-existing capped call arrangement. The sentiment is therefore neutral.
Negatives
- Next Alt S.a.r.l. reduced its direct holdings of Altice USA Class A common stock by selling 805,227 shares in total.
- The transactions were related to the expiration of capped call transactions, which could indicate a hedging strategy rather than a long-term investment view.
Risks
- The expiration of capped calls and the associated share disposals could create downward pressure on the stock price.
- The complex nature of the capped call transactions and their settlement terms could introduce uncertainty for investors.
Future Outlook
The document does not provide any specific forward-looking statements or guidance beyond the details of the transactions.
Management Comments
- 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.
Industry Context
This filing is a routine disclosure of transactions by a major shareholder and director, and it does not indicate any broader industry trends or competitive shifts. It is a specific event related to the company's stock and the shareholder's financial strategy.
Comparison to Industry Standards
- Form 4 filings are standard practice for reporting changes in beneficial ownership by company insiders, and this filing is consistent with regulatory requirements.
- The use of capped call transactions is a common hedging strategy employed by large shareholders, and the details of this transaction are not unusual in the context of similar filings by other companies.
- Comparable companies would also have similar filings when directors or major shareholders execute transactions in their stock.
Stakeholder Impact
- The share disposals could potentially have a minor negative impact on the share price in the short term.
- The transactions do not appear to have any direct impact on employees, customers, or suppliers.
Key Dates
| Date | Description |
|---|---|
| 2024-10-17 | Date of execution of the Power of Attorney for Next Alt S.a.r.l. and Patrick Drahi. |
| 2024-10-25 | Start date of the 42-day period for the expiration of the capped calls. |
| 2024-12-05 | Date of the share disposals and capped call exercises. |
| 2025-06-30 | Expiration date of the Power of Attorney for Next Alt S.a.r.l. and Patrick Drahi. |
Keywords
Altice USA, Next Alt S.a.r.l., Patrick Drahi, share disposal, capped call, derivative securities, Form 4, beneficial ownership, stock transaction
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