UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
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Optimum Communications, Inc.
(Name of Subject Company)
Optimum Communications, Inc.
CSC Investments II LLC
(Name of Filing Persons — Offeror)
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Class A Common Stock, $0.01 par value
(Title of Class of Securities)
02156K103
(CUSIP Number of Class of Securities)
Michael E. Olsen
General Counsel
Optimum Communications, Inc.
1 Court Square West
Long Island City, New York 11101
(516) 803-2300
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)
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Copies to:
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Andrew J. Ericksen |
Jonathan Michels |
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
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Check the appropriate boxes below to designate any transactions to which the statement relates: |
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third-party tender offer subject to Rule 14d-1. |
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issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3. |
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amendment to Schedule 13D under Rule 13d-2. |
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Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐ |
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If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon: |
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
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Rule 14d-1(d) (Cross-Border Third Party Tender Offer) |
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This Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to the offer by CSC Investments II LLC, a Delaware limited liability company (“CSC Investments II”) and a wholly owned subsidiary of Optimum Communications, Inc., a Delaware corporation (“Optimum” or the “Company”), to purchase up to 120,000,000 shares of Optimum’s Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), in an amount such that the amount of cash used to purchase such Class A Common Stock accepted for purchase by CSC Investments II shall not exceed $300 million, upon the terms and subject to the conditions described in the Offer to Purchase, dated June 1, 2026 (the “Offer to Purchase”), a copy of which is filed herewith as Exhibit (a)(1)(A), and in the related Letter of Transmittal (the “Letter of Transmittal,” and together with the Offer to Purchase, as they may be amended or supplemented from time to time, the “Offer”), a copy of which is filed herewith as Exhibit (a)(1)(B). This Schedule TO is being filed in accordance with Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The information contained in the Offer to Purchase and the Letter of Transmittal is hereby incorporated by reference in response to all the items of this Schedule TO, and as more particularly set forth below.
Item 1. Summary Term Sheet.
The information set forth in the Offer to Purchase under the heading “Summary Term Sheet” is incorporated herein by reference.
Item 2. Subject Company Information.
(a) Name and address. The name of the subject company and issuer is Optimum Communications, Inc. The address of Optimum’s principal executive offices is 1 Court Square West, Long Island City, New York 11101 and the telephone number is (516) 803-2300.
(b) Securities. The subject securities are shares of Class A Common Stock of Optimum. As of May 27, 2026, there were 293,452,846 shares of Class A Common Stock issued and outstanding. The information set forth in the Offer to Purchase under the heading “Introduction” is incorporated herein by reference.
(c) Trading market and price. Information about the trading market and price of the shares of Class A Common Stock set forth in the Offer to Purchase under the heading “Section 8 — Price Range of Shares; Dividends” is incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
(a) Name and address. Optimum and CSC Investments II are the filing persons, and Optimum is the subject company. The names of the executive officers and directors of Optimum are as follows:
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Name |
Position at Optimum |
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Dennis Mathew |
Chairman of the Board, Chief Executive Officer |
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Marc Sirota |
Chief Financial Officer |
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Michael Olsen |
General Counsel and Chief Corporate Responsibility Officer |
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Michael Parker |
President of Consumer Services |
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Charles Stewart |
Director |
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David Drahi |
Director |
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Dennis Okhuijsen |
Director |
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Dexter Goei |
Director |
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Mark Mullen |
Director |
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Patrick Drahi |
Director |
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Raymond Svider |
Director |
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Susan C. Schnabel |
Director |
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(b) The names of the executive officers and directors of CSC Investments II are as follows:
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Name |
Position at CSC Investments II |
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Dennis Mathew |
Manager, Chief Executive Officer |
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Michael Olsen |
Manager, General Counsel & Secretary |
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Marc Sirota |
Manager, Chief Financial Officer |
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Todd Arden |
Manager |
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Vincent Intrieri |
Manager |
The address and telephone number of Optimum, CSC Investments II and each of the executive officers and directors of Optimum and CSC Investments II are 1 Court Square West, Long Island City, New York 11101, telephone number (516) 803-2300. The information set forth in the Offer to Purchase under “Section 10 — Certain Information Concerning CSC Investments II and Optimum” and “Section 11 — Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares” is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a) Material terms. The material terms of the transaction set forth in the Offer to Purchase under the headings “Introduction,” “Summary Term Sheet,” “Section 1 — Number of Shares; Purchase Price; Proration,” “Section 2 — Purpose of the Offer; Certain Effects of the Offer,” “Section 3 — Procedures for Tendering Shares,” “Section 4 — Withdrawal Rights,” “Section 5 — Purchase of Shares and Payment of Purchase Price,” “Section 6 — Conditional Tender of Shares,” “Section 7 — Conditions of the Offer,” “Section 8 — Price Range of Shares; Dividends,” “Section 9 — Source and Amount of Funds,” “Section 10 — Certain Information Concerning CSC Investments II and Optimum,” “Section 11 — Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares,” “Section 12 — Effects of the Offer on the Market for Shares; Registration under the Exchange Act,” “Section 13 — Legal Matters; Regulatory Approvals,” “Section 14 — Material U.S. Federal Income Tax Consequences” and “Section 15 — Extension of the Offer; Termination; Amendment” are incorporated herein by reference.
(b) Purchases. Information regarding purchases from officers, directors and affiliates of the Company set forth in the Offer to Purchase under the heading “Section 11 — Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares” is incorporated herein by reference.
Item 5. Past Contracts, Transactions, Negotiations and Agreements.
(e) Agreements involving the subject company’s securities. The information set forth in the Offer to Purchase under the heading “Section 11 — Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares” is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
(a) Purposes. Information regarding the purpose of the transaction set forth in the Offer to Purchase under the headings “Summary Term Sheet” and “Section 2 — Purpose of the Offer; Certain Effects of the Offer” is incorporated herein by reference.
(b) Use of securities acquired. Information regarding the treatment of shares of Class A Common Stock acquired pursuant to the Offer set forth in the Offer to Purchase under the heading “Section 2 — Purpose of the Offer; Certain Effects of the Offer” is incorporated herein by reference.
(c) Plans. Information about any plans or proposals set forth in the Offer to Purchase under the headings “Section 2 — Purpose of the Offer; Certain Effects of the Offer” and “Section 11 — Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares” is incorporated herein by reference.
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Item 7. Source and Amount of Funds or Other Consideration.
(a) Source of funds. Information regarding the source of funds set forth in the Offer to Purchase under the heading “Section 9 — Source and Amount of Funds” is incorporated herein by reference.
(b) Conditions. Information regarding the conditions of the Offer and the source of funds set forth in the Offer to Purchase under the headings “Section 7 — Conditions of the Offer” and “Section 9 — Source and Amount of Funds” is incorporated herein by reference.
(d) Borrowed funds. Not applicable.
Item 8. Interest in Securities of the Subject Company.
(a) Securities ownership. The information set forth in the Offer to Purchase under the heading “Section 11 — Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares” is incorporated herein by reference.
(b) Securities transactions. The information set forth in the Offer to Purchase under the heading “Section 11 — Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares” is incorporated herein by reference.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
(a) Solicitations or recommendations. The information set forth in the Offer to Purchase under the headings “Summary Term Sheet” and “Section 16 — Fees and Expenses” is incorporated herein by reference.
Item 10. Financial Statements.
(a) Financial information. Not applicable.
(b) Pro forma information. Not applicable.
Item 11. Additional Information.
(a)(1) Agreements, regulatory requirements and legal proceedings. The information set forth in the Offer to Purchase under the headings “Section 11 — Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares” and “Section 13 — Legal Matters; Regulatory Approvals” is incorporated herein by reference. The Company will amend this Schedule TO to reflect material changes to information incorporated by reference in the Offer to Purchase to the extent required by Rule 13e-4(d)(2).
(a)(2) The information set forth in the Offer to Purchase under the heading “Section 13 — Legal Matters; Regulatory Approvals” is incorporated herein by reference.
(a)(3) The information set forth in the Offer to Purchase under the heading “Section 13 — Legal Matters; Regulatory Approvals” is incorporated herein by reference.
(a)(4) The information set forth in the Offer to Purchase under the headings “Section 2 — Purpose of the Offer; Certain Effects of the Offer” and “Section 12 — Effects of the Offer on the Market for Shares; Registration under the Exchange Act” is incorporated herein by reference.
(a)(5) There are no material pending legal proceedings relating to the Offer. The information set forth in the Offer to Purchase under the heading “Section 13 — Legal Matters; Regulatory Approvals” is incorporated herein by reference.
(b) Other material information. The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference.
The Company will amend this Schedule TO to include documents that the Company may file with the SEC after the date of the Offer to Purchase pursuant to Sections 13(a), 13(c), or 14 of the Exchange Act and prior to the expiration of the Offer to the extent required by Rule 13e-4(d)(2) of the Exchange Act.
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Item 12. Exhibits.
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Exhibit |
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(a)(1)(A)* |
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(a)(1)(B)* |
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(a)(1)(C)* |
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(a)(1)(D)* |
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(a)(1)(E)* |
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(a)(2) |
None. |
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(a)(3) |
Not applicable. |
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(a)(4) |
Not applicable. |
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(a)(5)(A) |
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(b) |
Not applicable. |
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(d)(1) |
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(d)(2) |
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(d)(3) |
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(d)(4) |
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(d)(5) |
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(d)(7) |
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(d)(8) |
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(d)(9) |
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Exhibit |
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(d)(10) |
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(d)(11) |
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(d)(12) |
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(d)(13) |
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(d)(14) |
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(d)(15) |
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(d)(16) |
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(d)(17) |
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(d)(18) |
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(d)(19) |
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(d)(20) |
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(d)(21) |
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Exhibit |
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(d)(22) |
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(d)(23) |
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(d)(24) |
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(d)(25) |
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(d)(26) |
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(d)(27) |
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(d)(28) |
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(d)(29) |
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(d)(30) |
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(d)(31) |
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(d)(32) |
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(d)(33) |
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(d)(34) |
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(d)(35) |
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(d)(36) |
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Exhibit |
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(d)(37) |
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(d)(38) |
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(d)(39) |
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(d)(40) |
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(d)(41) |
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(d)(42) |
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(d)(43) |
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(g) |
Not applicable. |
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(h) |
Not applicable. |
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107* |
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* Filed herewith
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: June 1, 2026
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OPTIMUM COMMUNICATIONS, INC. |
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By: |
/s/ Marc Sirota |
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Name: |
Marc Sirota |
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Title: |
Chief Financial Officer |
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CSC INVESTMENTS II LLC |
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By: |
/s/ Marc Sirota |
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Name: |
Marc Sirota |
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Title: |
Chief Financial Officer |
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