UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(Amendment No. 3)
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)
__________________________
Copies to:
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Andrew J. Ericksen
Laura Katherine Mann
White & Case LLP
609 Main Street, Suite 2900
Houston, Texas 77002
(713) 496-9688
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Jonathan Michels
White & Case LLP
1221 Avenue of the Americas
New York, New York 10020
Tel: (212) 819-8200
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__________________________
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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: ☒
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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AMENDMENT NO. 3 TO SCHEDULE TO
This Amendment No. 3 (this “Amendment No. 3”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “Commission”) by Optimum Communications, Inc., a Delaware corporation (“Optimum” or the “Company”) and CSC Investments II LLC, a Delaware limited liability company (“CSC Investments II”) and a wholly owned subsidiary of Optimum, on June 1, 2026, as amended and supplemented by Amendment No. 1 to the Tender Offer Statement on Schedule TO filed with the Commission on June 22, 2026, and Amendment No. 2 to the Tender Offer Statement on Schedule TO filed with the Commission on July 1, 2026 (the “Schedule TO”), relating to the offer by CSC Investments II to purchase for cash 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. The offer by CSC Investments II was made upon the terms and subject to the conditions described in the Offer to Purchase, dated June 1, 2026, a copy of which was filed as Exhibit (a)(1)(A) to the Schedule TO (together with such amendments or supplements thereto, the “Offer to Purchase”), 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 was filed as Exhibit (a)(1)(B) to the Schedule TO.
The purpose of this Amendment No. 3 is solely to amend and supplement the Schedule TO to indicate that, on July 6, 2026, the Company issued a press release announcing the final results of the Offer. Only those items that are amended or supplemented are reported in this Amendment No. 3. Except as specifically provided herein, the information contained in the Schedule TO, the Offer to Purchase and the Letter of Transmittal remains unchanged and this Amendment No. 3 does not modify any of the information previously reported on the Schedule TO. This Amendment No. 3 should be read together with the Schedule TO and all exhibits attached thereto, including the Offer to Purchase and the Letter of Transmittal, as each may be amended or supplemented from time to time.
Item 11.
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:
The Offer to Purchase expired at 5:00 p.m., New York City time, on June 30, 2026. The Company has been advised that 246,605,915 shares of Class A Common Stock, or approximately 87.3% of the outstanding Class A Common Stock, were validly tendered and not validly withdrawn prior to the expiration of the Offer to Purchase and 120,000,000 shares of Class A Common Stock were accepted for purchase at $2.50, in accordance with the terms of the Offer. The proration factor for the shares of the Class A Common Stock that the Company accepted pursuant to the Offer is 48.6%.
On July 6, 2026, the Company issued a press release announcing the final results of the Offer, which expired at 5:00 p.m., New York City Time, on June 30, 2026. A copy of the press release is filed as Exhibit (a)(5)(C) and is incorporated by reference herein.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
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Exhibit
Number
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Description
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(a)(5)(C)
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Press release issued by Optimum Communications, Inc., dated July 6, 2026.
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