June 16, 2017

 

VIA EDGAR

 

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-6010

 

Re:                             Altice USA, Inc.

Registration Statement on Form S-1 (SEC File No. 333-217240)

 

Ladies and Gentlemen:

 

In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of Altice USA, Inc. that the effective date of the Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., Eastern time, on June 20, 2017, or as soon thereafter as practicable.

 

Pursuant to Rule 460 under the Act, please be advised that we and the other prospective underwriters have distributed approximately 3,262 copies of the Preliminary Prospectus dated June 12, 2017 (the “Preliminary Prospectus”) through the date hereof, to underwriters, dealers, institutions and others.

 

In connection with the Preliminary Prospectus distribution for the above-referenced issue, we hereby confirm that we are, and the other prospective underwriters have confirmed that they are, complying with the 48-hour requirement as promulgated by Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 

[Signatures to Follow]

 

 

Very truly yours,
J.P. MORGAN SECURITIES LLC
MORGAN STANLEY & CO. LLC
CITIGROUP GLOBAL MARKETS INC.
GOLDMAN SACHS & CO. LLC
As Representatives of several Underwriters
By:	J.P. MORGAN SECURITIES LLC
By:	/s/ Paul J. Mule
	Name: Paul J. Mule
	Title:   Executive Director
By:	MORGAN STANLEY & CO. LLC
By:	/s/ James Watts
	Name: James Watts
	Title:   Vice President
By:	CITIGROUP GLOBAL MARKETS INC.
By:	/s/ Kevin Vee
	Name: Kevin Vee
	Title:   Director
By:	GOLDMAN SACHS & CO. LLC
By:	/s/ Adam Greene
	Name: Adam Greene
	Title:   Vice President

 

[Signature Page to UW Acceleration Request]