Attachment K
Pre-Filed Testimony
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BEFORE THE MISSISSIPPI PUBLIC SERVICE COMMISSION
In the Matter of the Joint Petition of
)
Cequel Corporation,
Cebridge Telecom MS, LLC,
Transferor
)
)
)
Docket No.
and
Altice S.A.,
Transferee
)
)
For Expedited Approval of Indirect Transfer
of Control of Cebridge Telecom MS, LLC
Pursuant to Mississippi Code Section 77-3-23
)
)
)
PRE-FILED TESTIMONY OF JÉREMIE BONNIN
Q.
PLEASE STATE YOUR NAME, POSITION
A.
Jérémie Bonnin. I am the General Secretary of Altice S.A. ("Altice"), and my business
AND BUSINESS ADDRESS.
address is 3 Boulevard Royal, L-2449 Luxembourg.
Q.
ON WHOSE BEHALF ARE YOU TESTIFYING?
A.
Altice S.A.
Q.
PLEASE BRIEFLY DESCRIBE YOUR BACKGROUND, INCLUDING
EDUCATIONAL AND BUSINESS EXPERIENCES.
A.
I joined Altice in May 2005 as Corporate Finance director. Before joiningAltice, I was a
Manager in the Transaction Services department at KPMG which I joinedin 1998. At
KPMG, I led several due diligenceprojects with a significant focus in the telecom area.
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Since my appointment at Altice, I have been involved in all of Altice's acquisitions which
have increased Altice's international footprint (in France, Belgium, Luxembourg,
Switzerland,Israel, the French Overseas Territories and the Dominican Republic).
I have a long track record of successful cross-border transactions, and in financial
management in the telecom sector. As General Secretary, I also focus on the implementation
of consistent operatingpolicies and corporate structure across the Altice Group, where I
hold various board positions.
I received my engineering degree from the Institut d'Informatique d'Entreprise in France in
1998. I also graduated from the DECF in France, equivalent to the CPA.
Q.
HAVE YOU READ THE INSTANT PETITION?
A.
Yes, I have.
Q.
WHAT IS THE PURPOSE OF YOUR TESTIMONY?
A.
The purpose of my testimony is to describe and support the Joint Petition for expedited
approval of the indirect transfer of control of Cebridge Telecom MS, LLC ("Cebridge
MS").
Q.
PLEASE DESCRIBE THE PARTIES TO THE TRANSACTION.
A.
Altice S.A is organized under the laws of Luxembourg and maintains its principal place
of business at 3 Boulevard Royal, L-2449 Luxembourg. Altice S.A. is a publicly traded
holding company that, through its subsidiaries, operates as a provider of fixed and mobile
voice, video and broadband services in a range of markets throughout the world,
including in Western Europe (France, Belgium, Luxembourg, Portugal and Switzerland),
Israel, the French Caribbean and Indian Ocean regions, and the Dominican Republic.
Altice serves approximately 34.5 million subscribers world-wide and is widely
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recognized for its technical, managerial and operational expertise in bringing innovative
services to market, and for operating in highly competitive environments.
Neither Altice
nor its subsidiaries currently holds any Commission authorizations. The acquisition of
Cequel Corporation ("Cequel") will mark Altice's entry into the U.S. market, as neither
it, nor any of its subsidiaries, currently has U.S. operations.
Cequel, a Delaware corporation, maintains its principal place of business at 520
Maryville Centre Drive, Suite 300, St. Louis, MO 63141. Cequel has two principal
shareholders, Canadian Pension Plan Investment Board ("CPPIB"), and a group of
limited partnerships formed under the laws of Guernsey, U.K. and associated with BC
Partners ("BC Partners Group"). Cequel provides services through various subsidiaries,
including Cebridge MS, that collectively do business as Suddenlink Communications
("Suddenlink"). Suddenlink is the seventh largest cable operator in the United States,
providing cable television, broadband Internet access, Voice over Internet Protocol
("VoIP") and/or certain competitive telecommunications services to more than 1.5
million customers in seventeen states, including Mississippi.
Cebridge MS is an indirect wholly owned subsidiary of Cequel, which ultimately owns
and controls 100% of the issued and outstanding equity ownershipinterests of Cebridge
MS. On July 11, 2013, the Commission granted Cebridge MS a Certificate of Public
Convenience and Necessity to provide facilities-based and resold competitive local
exchange, exchange access, interexchange and related retail and wholesale
telecommunications services in Mississippi.
Q.
PLEASE DESCRIBE
THE TRANSACTION.
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A.
In its simplest form as it pertains to this Application, the Transaction will result in Altice
acquiring a 70% controlling interest in Cebridge MS (among other Cequel subsidiaries)
with the remaining 30% interest held by Cequel's current shareholders. Cebridge MS
will otherwise continue to operate under its current name under its current Commission
authority and otherwise provide the same services, rates, terms and conditions to its
customer base upon the transfer.
More particularly, on May 19, 2015, Cequel and Altice entered into a Purchase and Sale
Agreement ("Agreement"), pursuant to which Altice will acquire at least 70 percent of
the share capital of Cequel. Prior to consummation, Altice will form a new indirect
wholly owned subsidiary, BidCo USI, a Delaware corporation directly wholly owned by
Altice U.S. Holding II S.à r.l. ("Altice US II"). Upon completion of the proposed
Transaction, BidCo US will hold approximately 45% of Cequel's shares acquired from
Cequel's current owners in exchange for cash. At consummation, BidCo US will merge
with and into Cequel, with Cequel surviving and converting equity interests in BidCo US
into common shares of Cequel. In addition, upon completion of the proposed
Transaction, Altice US Holding I S.à r.l. ("Altice US I"), a Luxembourg private limited
liability company indirectly wholly owned by Altice, will hold approximately 25% of
Cequel's shares acquired from Cequel's current owners in exchange for cash. Altice US
I wholly owns Altice US II and expects to contribute its equity interests in Cequel to
Altice US II shortly after the Transaction is completed. The end result will be, as noted
above, that Altice will indirectly hold 70 percent of Cequel's equity, with existing
shareholders of Cequel retaining 30 percent of the post-Transaction
i
Cequel. Existing
This entity may take a different name when formed.
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shareholder CPPIB-Suddenlink LP will hold 11.8 percent of Cequel, and BC Partners
Group, also existing shareholders, collectively will hold 18.2 percent of Cequel.
Q.
IS ALTICE FINANCIALLY
QUALIFIED TO PROVIDE SERVICE IN
MISSISSIPPI?
A.
Yes. With annual revenue in 2014 of €1,893.2 million (approximately $2,065.2million),
Altice is a leading provider of communications services (cable television, high-speed
broadband Internet and fixed-line telephony) in Western Europe, Israel, the French
Overseas Territories and other regions.
Q.
PLEASE DESCRIBE THE PUBLIC INTEREST BENEFITS ASSOCIATED WITH
THE TRANSACTION.
A.
Cequel, doing business as Suddenlink, has a demonstrated record of success as a leader in
the provision of high-quality video, broadband, telephony services to residential and
business customers in sixteen states. Altice, for its part, is a leading provider of
communications services (cable television, high-speed broadband Internet and fixed-line
telephony) in Western Europe, Israel, the French Overseas Territories and other regions
that is committed to network investment and service innovation in its markets. The
proposed Transaction will afford Cequel access to Altice's operational expertise, scale
and capital resources, which will enable Cequel to accelerate network investment while
maintaining a superior level of reliability and customer support. In short, the Transaction
will enable Cequel, including Cebridge WV, to continue to develop as a stronger
competitor.
Although the Transaction will constitute Altice's first investment in the U.S. market,
Altice already has considerable experience as an owner of existing video, telephony, and
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interest in any United States communications entity, and thus Altice's investment in
Cequel will serve to bolster domestic voice, video, and broadband competition.
Cequel and Cebridge MS, for their part, will continue to be operated by highly
experienced, well-qualified management, operational and technical personnel. But at the
same time, Cequel and its subsidiaries will have access to.the operational and managerial
resources of Altice. Post-Transaction management will be able to share best practices
and draw upon the substantial combined experience of their respective management
teams. Following consummation of the Transaction, Cequel will continue to offer
competitive and innovative products at the same rates and on the same terms and
conditions as currently provided (subject to future changes pursuant to applicable law and
contract provisions), with improvements introduced over time. The Transaction is not
expected to result in the discontinuance, reduction, loss or impairment of service to any
customer.
Q.
DOES THIS COMPLETE YOUR TESTIMONY?
A.
Yes.
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VERIFICATION
I, Jérémie Bonnin, hereby declare that:
(1)
I am General Secretary, Head of Corporate and Business Development of Altice
S.A. (together with its subsidiaries, "Altice");
(2)
I am authorized to make this declaration on behalf of Altice; and
(3)
The statements in the foregoing testimony relating to Altice are true and correct to
the best of my knowledge and belief.
I declare under penalty of perjury that the foregoing is true and correct.
Name: rémiBonnin
Title: General Secretary, Head of Corporate and Business Development
Mississippi
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Verifications
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VERIFICATION
I, Craig L. Rosenthal, hereby declare that:
(1)
I am Senior Vice President and General Counsel of Cequel Corporation and its
affiliated operating entities, including Cebridge Telecom MS, LLC;
(2)
I am authorized to make this declaration on behalf of Cequel Corporation and its
affiliated operating entities, including Cebridge Telecom MS, LLC;
(3)
To the best of my knowledge and belief, Cequel Telecom MS, LLC is in
compliance with all reporting, fee, and surcharge transmittal requirements imposed by the
California Public Utilities Commission; and
(4)
The statements in the foregoing application relating to Cequel Corporation and its
affiliated operating entities are true and correct to the best of my knowledge and belief.
I declare under penalty of perjury that the foregoing is true and correct. Executed this
day of June, 2015.
Name: Craig L. Rosenthal
Title: Senior Vice President and General Counsel
Subscribed and sworn to me before this
My Commission expires:
day of June, 2015.
"
'
#1249202
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VERIFICATION
I, Jérémie Bonnin, hereby declare that:
(1)
I am General Secretary, Head of Corporate and Business Development of Altice
S.A. (together with its subsidiaries, "Altice");
(2)
I am authorized to make this declaration on behalf of Altice; and
(3)
The statements in the foregoing notice relating to Altice are true and correct to the
best of my knowledge and belief.
I declare under penalty of perjury that the foregoing is true and correct.
Name: Jeremie Bonmn
Title: General Secretary, Head of Corporate and Business Development
Mississippi
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CERTIFICATE OF SERVICE
I, Robert P. Wise, an attorney for Applicant, do hereby certify that I have filed the
original and twelve (12) copies of the foregoing Application by hand delivery to:
Ms. Katherine Collier, Executive Secretary
Mississippi Public Service Commission
2nd Floor, Woolfolk State Office Building
Jackson, Mississippi 39201
and that, in the filing of the Application, I have complied with the Commission's Public
Utility Rules of Practice and Procedure.
I, Robert P. Wise, do also certify in accordance with Rule 2.115 of the
Commission's Rules of Practice and Procedure, that I have as an attorney for applicant,
caused to be served by United States Mail, postage pre-paid a Notice of the Application
herein, in substantially the same form as included in an exhibit herein, to the other
certificated providers from the MPSC utility data base maintained by the Commission's
Executive Secretary offering the same type of services as applicant and as listed in an
exhibit to the Application, in satisfaction of the Commission's requirements.
This the
3rdday of June, 2015.
Robert P. Wise (MSB #7337)
SHARPE & WISE PLLC
120 N. Congress Street, Suite 902
Jackson, MS 39201
601-968-5561
Telephone:
601-326-9471
Facsimile:
601-918-7397
Cell:
Email:
[email protected]
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