Optimum accepts 120M shares at $2.50 in tender offer

Optimum Communications, Inc. filed Amendment No. 3 to its Schedule TO to report final results of a tender offer by its subsidiary CSC Investments II LLC.

Rhea-AI Filing Summary

Optimum Communications, Inc. filed Amendment No. 3 to its Schedule TO to report final results of a tender offer by its subsidiary CSC Investments II LLC. The Offer expired at 5:00 p.m. New York City time on June 30, 2026. The Company was advised that 246,605,915 shares of Class A Common Stock (approximately 87.3% of outstanding Class A) were validly tendered and not validly withdrawn. Pursuant to the Offer terms, 120,000,000 shares were accepted for purchase at $2.50 per share, subject to a proration factor of 48.6%. The Offer was structured so cash used to purchase accepted shares would not exceed $300 million. A press release announcing the final results was issued on July 6, 2026 and is filed as an exhibit.

Insights

Corporate Finance

Final tender offer accepted 120,000,000 shares at $2.50; proration applied.

The Offer accepted the maximum 120,000,000 shares at $2.50 per share, implying the cash outlay cap of $300 million was reached under the Offer terms. The high tender volume—246,605,915 shares tendered—necessitated a proration factor of 48.6%.

Key dependencies include the announced acceptance and proration mechanics; holder decisions determined actual settlement quantities. Subsequent filings or the press release may show settlement timing and cash-flow treatment.

Corporate Counsel / Securities

Amendment updates Schedule TO to reflect expired Offer and final results; press release attached.

The Amendment supplements Item 11 and Item 12 to report expiration at June 30, 2026, tender and acceptance counts, and a press release filed as Exhibit (a)(5)(C). The Amendment affirms no other Schedule TO terms were changed.

Material qualifiers in the Schedule TO remain operative; any settlement timing, payment mechanics, or further conditions will be disclosed in subsequent filings if required.

Key Figures

Shares tendered: 246,605,915 shares Shares accepted: 120,000,000 shares Purchase price: $2.50 per share +4 more

7 metrics

Shares tendered 246,605,915 shares Validly tendered and not validly withdrawn prior to Offer expiration

Shares accepted 120,000,000 shares Accepted for purchase pursuant to the Offer at $2.50 per share

Purchase price $2.50 per share Price at which accepted shares were purchased under the Offer

Proration factor 48.6% Applied to tenders because tendered shares exceeded amount accepted

Cash cap $300 million Maximum cash to be used to purchase accepted Class A Common Stock under the Offer

Offer expiration June 30, 2026 Offer expired at 5:00 p.m., New York City time

Press release date July 6, 2026 Date Company issued press release announcing final Offer results

Key Terms

Schedule TO, proration factor, Offer to Purchase

3 terms

Schedule TO regulatory

"Tender Offer Statement on Schedule TO originally filed with the Commission"

A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.

proration factor financial

"The proration factor for the shares of the Class A Common Stock that the Company accepted pursuant to the Offer is 48.6%"

A proration factor is the percentage used to scale back how many shares or rights each investor receives when demand exceeds the available supply, such as in an oversubscribed offering or dividend distribution. It matters because it determines the actual number of shares an investor will get and the effective price or value per share they end up with — like cutting a limited number of pizza slices among more people than there are slices, so everyone gets a proportional piece.

Offer to Purchase regulatory

"The Offer to Purchase, dated June 1, 2026, a copy of which was filed as Exhibit (a)(1)(A)"

An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were the final results of Optimum Communications' tender offer (OPTU)?

The Offer expired on June 30, 2026 and 246,605,915 shares were validly tendered. The company accepted 120,000,000 shares for purchase at $2.50 per share with a proration factor of 48.6%.

How much cash was available for the tender offer by CSC Investments II LLC?

The Offer limited cash used to purchase accepted shares to $300 million. Accepted shares of 120,000,000 at $2.50 per share align with that stated cash cap in the Schedule TO.

What was the proration factor and why was it applied?

A proration factor of 48.6% was applied because 246,605,915 shares were validly tendered, exceeding the 120,000,000 shares the Offer would accept under the stated cash limit and terms.

When did Optimum file the press release with the Offer results?

Optimum issued a press release announcing final Offer results on July 6, 2026. That press release is attached to Amendment No. 3 as Exhibit (a)(5)(C) and incorporated by reference.

Did Amendment No. 3 change the Offer terms in the Schedule TO?

No. Amendment No. 3 states it solely amends and supplements the Schedule TO to report final results and the press release; it does not modify other information previously reported in the Schedule TO.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/06/2026 - 08:43 AM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

SCHEDULE TO

(Amendment No. 3)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

__________________________

Optimum Communications, Inc.

(Name of Subject Company)

Optimum Communications, Inc.

CSC Investments II LLC

(Name of Filing Persons — Offeror)

__________________________

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:

Andrew J. Ericksen Laura Katherine Mann White & Case LLP 609 Main Street, Suite 2900 Houston, Texas 77002 (713) 496-9688 Jonathan Michels White & Case LLP 1221 Avenue of the Americas New York, New York 10020 Tel: (212) 819-8200

__________________________

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐		third-party tender offer subject to Rule 14d-1.
☒		issuer tender offer subject to Rule 13e-4.
☐		going-private transaction subject to Rule 13e-3.
☐		amendment to Schedule 13D under Rule 13d-2.

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:

☐		Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
☐		Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

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:

Exhibit Number		Description
(a)(5)(C)		Press release issued by Optimum Communications, Inc., dated July 6, 2026.

1

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: July 6, 2026

		OPTIMUM COMMUNICATIONS, INC.
		By:		/s/ Marc Sirota
				Name:		Marc Sirota
				Title:		Chief Financial Officer

		CSC INVESTMENTS II LLC
		By:		/s/ Marc Sirota
				Name:		Marc Sirota
				Title:		Chief Financial Officer

2