Form 4: Altice USA Share Transactions and Capped Call Expirations Trigger Debt Repayment
SEC Form 4 Filing
Next Alt S.a r.l., an entity controlled by Altice USA director Patrick Drahi, delivered shares to a financial institution to repay debt related to expiring capped call transactions.
Summary
- Next Alt S.a r.l., a personal holding company controlled by Patrick Drahi, executed transactions involving Altice USA Class A common stock.
- These transactions were related to the expiration of existing capped call agreements with a financial institution.
- The capped calls, covering a total of 33,819,573 shares, expired in tranches over a 42-day period starting October 25, 2024.
- Upon expiration, Next Alt delivered shares to the counterparty to repay debt incurred when the capped calls were established.
- The share deliveries occurred on December 10, 2024, with 268,410 shares delivered at each of three different prices: $23.3164, $24.5, and $25.6836.
- The total value of shares delivered was $8,589,120, $8,320,710 and $8,052,300 respectively.
- The capped call agreements had varying strike prices, and the number of shares delivered depended on the settlement price of the stock.
Sentiment
Score: 6
Explanation: The document describes a routine transaction related to capped calls, which is neither particularly positive nor negative. The sentiment is neutral to slightly positive as it represents the unwinding of a financial instrument.
Risks
- The complex nature of capped call transactions and their impact on share delivery could introduce volatility.
- The dependence on the settlement price for share delivery could lead to unpredictable outcomes.
Management Comments
- Next Alt S.a r.l. 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.
Industry Context
Capped call transactions are a common strategy used by companies and major shareholders to manage risk and potential dilution. This filing reflects the unwinding of such a transaction.
Comparison to Industry Standards
- Capped call transactions are frequently used by large shareholders to hedge their positions, similar to other large shareholders in the telecommunications and media industry.
- The specific terms of the capped calls, such as the strike prices and expiration schedule, are typical for these types of agreements.
- The share delivery mechanism is standard practice for settling capped call obligations.
Related Party Transactions
- Next Alt S.a r.l., controlled by Patrick Drahi, a director of Altice USA, engaged in share delivery transactions with a financial institution.
Stakeholder Impact
- The share delivery could have a minor impact on the stock price due to the increased supply of shares.
- The transaction is unlikely to have a significant impact on other stakeholders.
Key Dates
| Date | Description |
|---|---|
| 2024-10-17 | Date of execution of Power of Attorney for Next Alt S.a r.l. and Patrick Drahi. |
| 2024-10-25 | Start date for the expiration of capped call tranches. |
| 2024-12-10 | Date of share delivery for capped call expirations. |
| 2025-06-30 | Expiration date of the Power of Attorney for Next Alt S.a r.l. and Patrick Drahi. |
Keywords
Altice USA, Patrick Drahi, Next Alt S.a r.l., Capped Calls, Share Delivery, Debt Repayment, Stock Transactions
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