UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 6, 2019
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Altice USA, Inc. |
(Exact Name of Registrant as Specified in its Charter) |
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Delaware |
(State of Incorporation) |
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No. 001-38126 | No. 38-3980194 |
(Commission File Number) | (IRS Employer Identification Number) |
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1 Court Square West | |
Long Island City, New York | 11101 |
(Address of principal executive offices) | (Zip Code) |
(516) 803-2300
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Title of each class | Trading Symbol | Name of each exchange on which registered |
Class A Common Stock, par value $0.01 per share | ATUS | New York Stock Exchange |
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Item 7.01 | Regulation FD Disclosure |
On June 6, 2019, the Company completed its acquisition of Cheddar, Inc. ("Cheddar"), a digital-first news company, for $200 million subject to certain closing adjustments and representations and warranties customary for a business combination of this type, pursuant to a merger agreement dated April 30, 2019.
In connection with the Cheddar acquisition, the Company has requested the Securities and Exchange Commission ("SEC"), pursuant to its authority under Rule 3-13 under Regulation S-X, to issue a waiver from the requirements of Rule 3-05 and Article 11 of Regulation S-X to provide certain financial statements of Cheddar and pro forma financial information relating to the acquisition. If the Company receives the waiver from the SEC, the Company will not provide such financial statements under Item 9.01(a) and (b) of Form 8-K.
As provided in General Instruction B.2 of Form 8-K, the information in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statement and Exhibits
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(d) | Exhibits. |
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Exhibit | | Description | |
| | | Press Release dated June 6, 2019. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| ALTICE USA, INC. |
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Dated: June 6, 2019 | By: | /s/ Michael E. Olsen |
| | Michael E. Olsen |
| | Senior Vice President, Acting General Counsel and Secretary |