ACC Claims Holdings, LLC
with respect to up to all of the outstanding
ACC Senior Notes Claims (Class ACC 3), ACC Trade Claims (Class ACC 4) and
ACC Other Unsecured Claims (Class ACC 5)
allowed under the First Modified Fifth Amended Joint Chapter 11 Plan for
Adelphia Communications Corporation and Certain of Its Affiliated Debtors

           March 3, 2016

To the beneficial owners, or representatives acting on behalf of beneficial owners, of the claims listed above (the “Claims”) of Adelphia Communications Corporation:


ACC Claims Holdings, LLC (the “Offeror”) proposes to make a private exchange offer with respect to the above Claims for a new issue of class A and class B limited liability company interests of the Offeror (together, the “Interests”). If you are a beneficial owner of, or a securities intermediary through which a beneficial owner holds, Claims and you are an Eligible Holder (as described below) that wishes to receive the confidential offering circular regarding such exchange offer, please complete the attached eligibility letter and return it to D.F. King & Co., Inc. at the contact information set forth therein. If you are not an Eligible Holder, we request that you take no action at this time.

The transaction will be available only to the following holders of the Claims (collectively, “Eligible Holders”): qualified purchasers (“Qualified Purchasers”), as defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) (except to the extent waived by the managing member of the Offeror), each of which is:

• a qualified institutional buyer as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”),

• an institutional investor that qualifies as an “accredited investor” pursuant to Rule 501(a)(1), (2), (3) or (7) under the Securities Act; or

• not a U.S. person in an offshore transaction, in in each case as defined in Regulation S of the Securities Act.

Applicable defined terms are included in the Annexes hereto.

The Interests have not been registered under the Securities Act or any state or foreign securities laws and, unless so registered, may not be offered or sold in the United States except in transactions no subject to or pursuant to an applicable exemption from the registration requirements of the Securities Act. The exchange offer is not being made to holders of Claims in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. This letter neither iAn Eligible Holder shall not include a holder of the Claims to the extent that the purchase of the Interests will result in (a) the assets of the Offeror constituting “plan assets” of an “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which is subject to Title I of ERISA, a “plan” described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), an entity whose underlying assets include “plan assets” as a result of any of the foregoing by reason of an employee benefit plan’s or plan’s investment in such entity, or any other “plan” that is subject to Title I of ERISA or Section 4975 of the Code, or (b) any governmental plan, church plan, or non-U.S. benefit plan engaging in a nonexempt prohibited transaction under any applicable federal, state or foreign law, or a violation of, any applicable Law that is substantially similar to Title I of ERISA or Section 4975 of the Code or causing the Offeror to become a fiduciary of such governmental plan, church plan, or non-U.S. benefit Plan.s an offer or solicitation to purchase or sell the Claims, the Interests nor any other security nor creates any obligations whatsoever on the part of the Offeror to make any offer or on the part of the recipient to participate if an offer is made.

An Eligible Holder shall not include a holder of the Claims to the extent that the purchase of the Interests will result in (a) the assets of the Offeror constituting “plan assets” of an “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which is subject to Title I of ERISA, a “plan” described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), an entity whose underlying assets include “plan assets” as a result of any of the foregoing by reason of an employee benefit plan’s or plan’s investment in such entity, or any other “plan” that is subject to Title I of ERISA or Section 4975 of the Code, or (b) any governmental plan, church plan, or non-U.S. benefit plan engaging in a nonexempt prohibited transaction under any applicable federal, state or foreign law, or a violation of, any applicable Law that is substantially similar to Title I of ERISA or Section 4975 of the Code or causing the Offeror to become a fiduciary of such governmental plan, church plan, or non-U.S. benefit Plan.

I am an "Eligible Holder"

I am not an "Eligible Holder"

 

 


IN ORDER TO BE ELIGIBLE TO RECEIVE MATERIALS RELATING TO THE EXCHANGE OFFER, ELIGIBLE HOLDERS MUST COMPLETE THE ELIGIBILITY LETTER AND RETURN IT TO THE CONTACT INFORMATION THEREIN NO LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON APRIL 5, 2016 OR COMPLETE THE ELIGIBILITY FORM ONLINE AT WWW.DFKING.COM/ADELPHIA.

You may direct any questions to D.F. King & Co., Inc., Attn: Krystal Scrudato, at 48 Wall Street, 22nd Floor, New York, NY 10005, telephone number: (800) 761-6523 (toll free) or email: adelphia@dfking.com.

Very truly yours,

ACC Claims Holdings, LLC



ANNEX A

The following definitions apply to the extent that the Eligible Holder otherwise qualifies under the terms of the Offers.

“Qualified institutional buyer” means:

           Any of the following entities, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with the entity:

(A)            Any insurance company as defined in Section 2(a)(13) of the Securities Act;

(B)           Any investment company registered under the Investment Company Act or any business development company as defined in Section 2(a)(48) of the Investment Company Act;

(C)           Any small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;

(D)          Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees;

(E)           Any employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974;

(F)           Any trust fund whose trustee is a bank or trust company and whose participants are exclusively plans of the types identified in subparagraph (1)(D) or (E) above, except trust funds that include as participants individual retirement accounts or H.R. 10 plans;

(G)          Any business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (as amended from time to time, the “Investment Advisers Act”);

(H)           Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation (other than a bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan association or other institution referenced in Section 3(a)(5)(A) of the Securities Act or a foreign bank or savings and loan association or equivalent institution), partnership, or Massachusetts or similar business trust; and

(I)             Any investment adviser registered under the Investment Advisers Act.

(2)           Any dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $10 million of securities of issuers that are not affiliated with the dealer, provided, that securities constituting the whole or a part of an unsold allotment to or subscription by a dealer as a participant in a public offering shall not be deemed to be owned by such dealer;

(3)           Any dealer registered pursuant to Section 15 of the Exchange Act acting in a riskless principal transaction on behalf of a qualified institutional buyer;

(4)           Any investment company registered under the Investment Company Act, acting for its own account or for the accounts of other qualified institutional buyers, that is part of a family of investment companies which own in the aggregate at least $100 million in securities of issuers, other than issuers that are affiliated with the investment company or are part of such family of investment companies.  “Family of investment companies” means any two or more investment companies registered under the Investment Company Act, except for a unit investment trust whose assets consist solely of shares of one or more registered investment companies, that have the same investment adviser (or, in the case of unit investment trusts, the same depositor), provided that:

(A)           Each series of a series company (as defined in Rule 18f-2 under the Investment Company Act) shall be deemed to be a separate investment company; and

(B)           Investment companies shall be deemed to have the same adviser (or depositor) if their advisers (or depositors) are majority-owned subsidiaries of the same parent, or if one investment company’s adviser (or depositor) is a majority-owned subsidiary of the other investment company’s adviser (or depositor);

(5)           Any entity, all of the equity owners of which are qualified institutional buyers, acting for its own account or the accounts of other qualified institutional buyers; and

(6)           Any bank as defined in Section 3(a)(2) of the Securities Act, any savings and loan association or other institution as referenced in Section 3(a)(5)(A) of the Securities Act, or any foreign bank or savings and loan association or equivalent institution, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with it and that has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements, as of a date not more than 16 months preceding the date of sale under the rule in the case of a U.S. bank or savings and loan association, and not more than 18 months preceding such date of sale for a foreign bank or savings and loan association or equivalent institution.

For purposes of the foregoing definition:

           In determining the aggregate amount of securities owned and invested on a discretionary basis by an entity, the following instruments and interests shall be excluded:  bank deposit notes and certificates of deposit; loan participations; repurchase agreements; securities owned but subject to a repurchase agreement; and currency, interest rate and commodity swaps.

(2)           The aggregate value of securities owned and invested on a discretionary basis by an entity shall be the cost of such securities, except where the entity reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published.  In the latter event, the securities may be valued at market for purposes of the foregoing definition.

(3)           In determining the aggregate amount of securities owned by an entity and invested on a discretionary basis, securities owned by subsidiaries of the entity that are consolidated with the entity in its financial statements prepared in accordance with generally accepted accounting principles may be included if the investments of such subsidiaries are managed under the direction of the entity, except that, unless the entity is a reporting company under Section 13 or 15(d) of the Exchange Act, securities owned by such subsidiaries may not be included if the entity itself is a majority-owned subsidiary that would be included in the consolidated financial statements of another enterprise.

(4)           A “riskless principal transaction” means a transaction in which a dealer buys a security from any person and makes a simultaneous offsetting sale of such security to a qualified institutional buyer, including another dealer acting as riskless principal for a qualified institutional buyer.

Institutional “accredited investor” means:

(1)            Any bank as defined in section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Exchange Act; any insurance company as defined in section 2(a)(13) of the Securities Act; any investment company registered under the Investment Company Act or a business development company as defined in section 2(a)(48) of that Act; any small business investment company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5 million; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5 million or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

(2)           Any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

(3)           Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5 million; or

(4)           Any trust, with total assets in excess of $5 million, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act.

ANNEX B

“U.S. person” means:

           Any natural person resident in the United States;

(b)           Any partnership or corporation organized or incorporated under the laws of the United States;

(c)           Any estate of which any executor or administrator is a U.S. person;

(d)           Any trust of which any trustee is a U.S. person;

(e)           Any agency or branch of a foreign entity located in the United States;

(f)            Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

(g)           Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

(h)           Any partnership or corporation if:

(i)             Organized or incorporated under the laws of any foreign jurisdiction; and

(ii)            Formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.

The following are not “U.S. persons”:

           Any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;

(b)           Any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if:

(i)             An executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate; and

(ii)            The estate is governed by foreign law;

(c)           Any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person;

(d)           An employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country;

(e)           Any agency or branch of a U.S. person located outside the United States if:

(i)             The agency or branch operates for valid business reasons; and

(ii)            The agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and

(f)            The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.

For purposes of this Annex B, “United States” means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.

An offer or sale of securities is made in an “offshore transaction” if:

(a)           The offer is not made to a person in the United States; and

(b)           Either:

(i)             At the time the buy order is originated, the buyer is outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer is outside the United States; or

(ii)            For purposes of:

(A)           Rule 903 under the Securities Act, the transaction is executed in, on or through a physical trading floor of an established foreign securities exchange that is located outside the United States; or

(B)           Rule 903 under the Securities Act, the transaction is executed in, on or through the facilities of a designated offshore securities market described in paragraph (b) of Rule 902 under the Securities Act, and neither the seller nor any person acting on its behalf knows that the transaction has been pre-arranged with a buyer in the United States.

Notwithstanding the above:

(a)           Offers and sales of securities specifically targeted at identifiable groups of U.S. citizens abroad, such as members of the U.S. armed forces serving overseas, shall not be deemed to be made in “offshore transactions.”

(b)           Offers and sales of securities to persons excluded from the definition of “U.S. person” pursuant to paragraph (k)(2)(vi) of Rule 902 under the Securities Act or persons holding accounts excluded from the definition of “U.S. person” pursuant to paragraph (k)(2)(i) of Rule 902 under the Securities Act, solely in their capacities as holders of such accounts, shall be deemed to be made in “offshore transactions.”

(c)           Publication or distribution of a research report in accordance with Rule 138(c) or Rule 139(b) of Rule 902 under the Securities Act by a broker or dealer at or around the time of an offering in reliance on Regulation S of the Securities Act will not cause the transaction to fail to be an offshore transaction as defined in this Annex B.

ANNEX C

“Qualified purchaser” means:

(a)            any natural person (including any person who holds a joint, community property, or other similar shared ownership interest in an issuer that is excepted under Section 80a–3 (c)(7) of Title 15 of the U.S. Code with that person’s qualified purchaser spouse) who owns not less than $5,000,000 in investments, as defined by the Securities and Exchange Commission;

(b)           any company that owns not less than $5,000,000 in investments and that is owned directly or indirectly by or for 2 or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations, or trusts established by or for the benefit of such persons;

(c)           any trust that is not covered by clause (b) and that was not formed for the specific purpose of acquiring the securities offered, as to which the trustee or other person authorized to make decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a person described in clause (a), (b), or (d); or

(d)           any person, acting for its own account or the accounts of other qualified purchasers, who in the aggregate owns and invests on a discretionary basis, not less than $25,000,000 in investments.