Optimum Communications Inc - US02156K1034 - Оферта - предложение о выкупе

АО "ФИНАМ" сообщает, что поступила информация от НРД НКО АО о корпоративном действии «Оферта - предложение о выкупе»

Обновление от 13.07.2026:

Поступила дополнительная информация о КД.

NOTE/NO LEGAL DOCUMENTATION TO BECOMPLETED

--------------- EVENT DETAILS -------------------
UPDATE 10/07/2026: RESULTS HAVE BEEN ANNOUNCED
.
BASED ON THE FINAL COUNT BY EQUINITI TRUST COMPANY, LLC, THE
DEPOSITARY FOR THE TENDER OFFER, A TOTAL OF 246,605,915 SHARES OF
OPTIMUMS CLASS A COMMON STOCK, PAR VALUE USD 0.01 PER SHARE, WERE
VALIDLY TENDERED AND NOT VALIDLY WITHDRAWN AT THE PURCHASE PRICE
OF USD 2.50 PER SHARE.
.
IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE TENDER OFFER,
CSC INVESTMENTS II ACCEPTED FOR PURCHASE A TOTAL OF 120,000,000
SHARES, REPRESENTING 42.5 PCT OF THE SHARES ISSUED AND
OUTSTANDING AS OF 30/06/2026 , AT THE PURCHASE PRICE OF USD 2.50
PER SHARE, FOR AN AGGREGATE PURCHASE PRICE OF USD 300,000,000,
EXCLUDING FEES AND EXPENSES RELATING TO THE TENDER OFFER.
.
BECAUSE THE NUMBER OF SHARES VALIDLY TENDERED AND NOT VALIDLY
WITHDRAWN EXCEEDED THE NUMBER OF SHARES SOUGHT IN THE TENDER
OFFER, SHARES WERE ACCEPTED FOR PURCHASE ON A PRO RATA BASIS,
EXCEPT FOR TENDERS OF 'ODD LOTS', WHICH WERE ACCEPTED IN FULL,
AND CONDITIONAL TENDERS THAT WERE AUTOMATICALLY REGARDED AS
WITHDRAWN BECAUSE THE CONDITION WAS NOT SATISFIED
.
END OF UPDATE
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UPDATE 08/07/2026: PAYMENT INFORMATION FOR OPTION 1
.
1. VALIDLY INSTRUCTED POSITION SHOULD BE DEBITED FROM YOUR
ACCOUNT IN THE TODAY'S REAL-TIME PROCESS.
.
EUCLID AND EASYWAY USERS: PLEASE REFER TO YOUR R23 REPORT
SWIFT USERS: PLEASE REFER TO YOUR MT 566.
.
2. CASH ENTITLEMENT SHOULD BE CREDITED IN THE NEXT OVERNIGHT
BATCH PROCESS.
.
EUCLID AND EASYWAY USERS: PLEASE REFER TO YOUR R20 REPORT
SWIFT USERS: PLEASE REFER TO YOUR MT 566.
.
CASH BREAKDOWN:
.
. PRORATION FACTOR: 0.486285032
. POOL FACTOR: NA
. TENDER CONSIDERATION/PURCHASE PRICE: USD 2.5 PER MULTIPLE
.
UNACCEPTED POSTITIONS WILL BE RETURNED TO YOUR ACCOUNT DURING
TODAY'S REAL-TIME PROCESS
.
END OF UPDATE.
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UPDATE 03/06/2026: TAX AND CONDITIONAL TENDER OPTION INFORMATION
.----------------------
THIS EVENT FALLS WITHIN SECTION 302 OF THE US INTERNAL REVENUE
CODE. THIS MEANS THAT BY DEFAULT A 30 PERCENT US DIVIDEND
WITHHOLDING TAX WILL BE DEDUCTED ON THE EXPECTED PROCEEDS BY
EUROCLEAR BANK'S DEPOSITORY AS US WITHHOLDING AGENT. IF HOWEVER
PARTICIPANTS PROVIDE THE BELOW-MENTIONED CERTIFICATION WITHIN 50
CALENDAR DAYS OF THE PAYMENT OF THE PROCEEDS, THE EVENT WILL BE
TREATED AS A DISTRIBUTION IN EXCHANGE FOR STOCK AND THUS AS A
TAX-EXEMPT CAPITAL GAIN IN THE HANDS OF NON-US BENEFICIAL OWNERS
.
CONDITIONS TO CLAIM EXEMPT CAPITAL GAINS TAX TREATMENT
.-----------------------------------------------------
A BENEFICIAL OWNER WHICH IS PROPERLY DOCUMENTED AS A NON-RESIDENT
ALIEN FOR US TAX PURPOSES MAY CLAIM EXEMPT CAPITAL GAINS TREATMENT
IF THEY CERTIFY THAT, AS A CONSEQUENCE OF THE SECTION 302 EVENT,
EITHER:
(I) THEIR PROPORTIONATE INTEREST IN THE DISTRIBUTING COMPANY HAS
REDUCED, OR
(II) THEIR INTEREST IN THE DISTRIBUTING COMPANY HAS BEEN
COMPLETELY TERMINATED.
.
IF NEITHER OF THE ABOVE TESTS IS SATISFIED, THE BENEFICIAL OWNER
WILL BE TREATED AS HAVING RECEIVED A TAXABLE DIVIDEND TO THE
EXTENT OF THE OWNER'S ALLLOCABLE PORTION OF THE CURRENT AND
ACCUMULATED EARNINGS AND PROFITS OF THE COMPANY, AS DETERMINED FOR
US FEDERAL TAX PURPOSES.
.
HOW TO APPLY FOR A TAX REFUND IF THE BENEFICIAL OWNER IS ELIGIBLE
TO CLAIM EXEMPT CAPITAL GAINS TAX TREATMENT:
.
IN ORDER TO CLAIM CAPITAL GAINS TAX TREATMENT, PARTICIPANTS AND
BENEFICIAL OWNERS (AS APPROPRIATE) MUST COMPLETE THE RELEVANT
FORMS AND SEND A COPY WITHIN 50 CALENDAR DAYS AFTER THE PAYMENT
DATE OF THE CASH PROCEEDS TO THE FOLLOWING ADDRESS:
TAX.USA(AT)EUROCLEAR.COM
.
(1) EUROCLEAR BANK PARTICIPANTS WHICH ARE INTERMEDIARIES:
PARTICIPANTS WHICH ARE INTERMEDIARIES SHOULD ENSURE THAT THE ABOVE
INFORMATION AND FORMS ARE PASSED ON TO THEIR OWN CLIENTS IN ORDER
TO REACH THE ULTIMATE BENEFICIAL OWNER.
.
PARTICIPANTS WHO ARE QUALIFIED INTERMEDIARIES MUST COMPLETE, SIGN
AND RETURN APPENDIX A BASED ON THE CERTIFICATIONS RECEIVED FROM
THEIR OWN CLIENTS, OTHER PARTICIPANTS SHOULD COMPLETE, SIGN AND
RETURN APPENDIX A AND PROVIDE COPIES OF APPENDIX B FOR EACH
BENEFICIAL OWNER CLAIMING EXEMPTION.
.
(2) EUROCLEAR BANK PARTICIPANTS WHICH ARE BENEFICIAL OWNERS:
PARTICIPANTS WHICH ARE BENEFICIAL OWNERS MUST COMPLETE, SIGN AND
RETURN APPENDIX B.
.-----------
PLEASE BE ADVISED THAT A CONDITIONAL TENDER OPTION WAS ADDED IN
ACCORDANCE WITH THE INFORMATION PROVIDED BY THE DEPOSITARY
.
UNDER THE TERMS OF THE OFFER, TENDER INSTRUCTIONS MAY BE
SUBMITTED SUBJECT TO THE CONDITION THAT THE OFFEROR ACCEPTS AT
LEAST A SPECIFIED MINIMUM NUMBER OF SHARES FROM THE TOTAL SHARES
TENDERED.
.
HOLDERS ELECTING A CONDITIONAL TENDER MUST SPECIFY THE MINIMUM
QUANTITY OF SHARES THEY REQUIRE TO BE ACCEPTED FOR THEIR TENDER
TO BE VALID
.
ACTIONS TO BE TAKEN HAVE BEEN UPDATED
.
END OF UPDATE
.-----------
CSC INVESTMENTS II LLC, A DELAWARE LIMITED LIABILITY COMPANY AND
A WHOLLY OWNED SUBSIDIARY OF OPTIMUM COMMUNICATIONS, INC., A
DELAWARE CORPORATION, HEREBY OFFERS TO PURCHASE FOR CASH UP TO
120,000,000 SHARES OF OPTIMUMS CLASS A COMMON STOCK, PAR VALUE
USD 0.01 PER SHARE, AT AN AGGREGATE COST OF NO MORE THAN USD 300
MILLION. THE PURPOSE OF THE OFFER IS TO ALLOW THE COMPANY TO
STRENGTHEN ITS CAPITAL STRUCTURE TO BETTER POSITION ITS BUSINESS
FOR LONG-TERM VALUE CREATION
.
HOLDERS ARE ADVISED TO REVIEW THE MATERIALS FOR FURTHER
INFORMATION.
.
AGENT CONTACT : D.F. KING AND CO., INC
CALL TOLL FREE: (866) 796-1290
BANKS AND BROKERS CALL COLLECT: (646) 756-1692
EMAIL: CSC(AT)DFKING.COM
.
RESTRICTIONS:
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IT IS YOUR OWN RESPONSIBILITY TO ENSURE YOU HAVE COMPLIED WITH
THE APPLICABLE LAWS OF THE RELEVANT JURISDICTION(S), INCLUDING
ANY RELEVANT GOVERNMENTAL OR OTHER CONSENTS, AND COMPLIANCE WITH
ALL OTHER APPLICABLE FORMALITIES
.
WE HAVE NOT RECEIVED INFORMATION THAT WOULD INDICATE THAT THIS
OFFER IS SUBJECT TO IRS PLR 302.
.
.
THIS CORPORATE ACTION NOTIFICATION DOES NOT CONSTITUTE AN OFFER
TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES BY
ANYONE IN ANY JURISDICTION.
IT IS NOT, AND SHOULD NOT BE CONSTRUED OR TREATED AS, INVESTMENT
OR FINANCIAL ADVICE. IN PROVIDING THIS INFORMATION, EUROCLEAR
BANK IS NOT ACTING AS AGENT OF THE ISSUER.
BY SENDING AN INSTRUCTION TO EUROCLEAR BANK, YOU CONFIRM THAT YOU
(AND ANY BENEFICIAL OWNER(S) FOR WHOM YOU ACT) COMPLY WITH THE
TERMS AND CONDITIONS OF THE CORPORATE EVENT AND COMPLY WITH
APPLICABLE LOCAL LAWS OR REQUIREMENTS, INCLUDING BUT NOT LIMITED
TO HOLDING AND TRANSFER RESTRICTIONS.
IF HOLDING AND TRANSFER RESTRICTIONS WOULD PROHIBIT YOU (AND ANY
BENEFICIAL OWNER(S) FOR WHOM YOU ACT) TO HOLD THE PROCEEDS OF A
CORPORATE EVENT IN YOUR ACCOUNT IN EUROCLEAR BANK, YOU (AND ANY
BENEFICIAL OWNER(S) FOR WHOM YOU ACT) MUST ENSURE TO SEND AN
INSTRUCTION TO ALLOW THE TRANSFER OF THESE PROCEEDS TO AN ACCOUNT
OUTSIDE THE EUROCLEAR SYSTEM.
.

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