4.A. WSCSR 11-05-2015 Charter
COMMUNICATIONS
October 29, 2015
Robert J. V. Vose
Kennedy& Graven
470 US Bank Plaza
200 S. Sixth Street
Minneapolis,MN 55402
Re: Adjustments to Service in Public Buildings.
Dear Bob,
Charter has reviewed the accounts for the public buildings in your client communities ("Cities")1 and
has determined that once each of the Cities has adopted a resolution acceptable to Charter which
consents to the pro forma transaction before each of theme, Charter will make certain adjustments to
these accounts as follows:
1. Charter will write-off those charges billed to the Cities for equipment, taxes, and fees
incurred by the Cities as a result of the all digital conversion for the period January 1,
2015 through December 31, 2015 ("Write-Off'). We hope to have this process
completed by November 30, 2015. However, because completing the Write Off
requires an account by account review, we ask for your continued patience. LeeAnn
Herrera will be available to the Cities to address any issues that might arise.
2. Funds that were actually paid to Charter during the Write Off time period will be
credited to the respective Cities' accounts.
3. The Write Off applies only to equipment associated with the conversion to All
Digital. Costs for other equipment and services previously provided by Charter in
any existing agreement with the Cities remain at their agreed upon rates,terms and
conditions.
To the extent the Cities wish to make changes to any service or equipment charges,please notify
LeeAnn Herrera, who will help the Cities facilitate that process to the extent necessary. We continue
to work toward a lower cost solution for equipment used by the Cities to receive cable service in
public buildings and will share our proposal in the near future.
i The Cities of Apple Valley,Farmington,and Rosemount,the member cities of the Sherburne Wright Cable
Commission and the Cities of Albert Lea,Faribault,Little Falls and Owatonna.
2 Charter Communications,Inc.("Charter")filed FCC Form 394 with the Cities on or about July 1,2015 for consent for
a pro forma transfer of control of CC VIII Operating,LLC.
888.GET.CHARTER 1099 New York Avenue NW,Suite 650
www.charter.com I Washington,DC 20001
. .
Charter
COMMUNICATIONS
October 29, 2015
Robert J. V. Vose
Kennedy&Graven
470 US Bank Plaza
200 S. Sixth Street
Minneapolis, MN 55402
Re: Adjustments to Service in Public Buildings.
Dear Bob,
Charter has reviewed the accounts for the public buildings in your client communities ("Cities")1 and
has determined that once each of the Cities has adopted a resolution acceptable to Charter which
consents to the pro forma transaction before each of theme, Charter will make certain adjustments to
these accounts as follows:
1. Charter will write-off those charges billed to the Cities for equipment, taxes, and fees
incurred by the Cities as a result of the all digital conversion for the period January 1,
2015 through December 31, 2015 ("Write-Off'). We hope to have this process
completed by November 30, 2015. However,because completing the Write Off
requires an account by account review, we ask for your continued patience. LeeAnn
Herrera will be available to the Cities to address any issues that might arise.
2. Funds that were actually paid to Charter during the Write Off time period will be
credited to the respective Cities' accounts.
3. The Write Off applies only to equipment associated with the conversion to All
Digital. Costs for other equipment and services previously provided by Charter in
any existing agreement with the Cities remain at their agreed upon rates, terms and
conditions.
To the extent the Cities wish to make changes to any service or equipment charges,please notify
LeeAnn Herrera, who will help the Cities facilitate that process to the extent necessary. We continue
to work toward a lower cost solution for equipment used by the Cities to receive cable service in
public buildings and will share our proposal in the near future.
1 The Cities of Apple Valley,Farmington,and Rosemount,the member cities of the Sherburne Wright Cable
Commission and the Cities of Albert Lea,Faribault,Little Falls and Owatonna.
2 Charter Communications,Inc.("Charter")filed FCC Form 394 with the Cities on or about July 1,2015 for consent for
a pro forma transfer of control of CC VIII Operating,LLC.
888.GET.CHARTER I 1099 New York Avenue NW,Suite 650
www.charter.com I Washington,DC 20001
Charter
COMMUNICATIONS
Thank you for your consideration and please feel free to contact me with any comments or questions
you might have.
Sincerely,
Mark E. Brown
Vice President, State Government Affairs
Charter Communications
888.GET.CHARTER I 1099 New York Avenue NW,Suite 650
www.charter.com I Washington,DC 20001
Offices in 470 U.S.Bank Plaza
Kennedy200 South Sixth Street
Minneapolis Minneapolis,MN 55402
Saint Paul (612)337-9300 telephone
Graven (612)337-9310 fax
St. Cloud www.kennedy-graven.com
t H A R TERED Affirmative Action,Equal Opportunity Employer
ROBERT J.V.VOSE
Attorney at Law
Direct Dial(612)337-9275
Email: rvose@kennedy-graven.com
July 27,2015
VIA U.S.MAIL ANI) E-MAIL
Mr.Adam E.Falk
Senior Vice President, State Government Affairs
Charter Communications,Inc.
1099 New York Avenue NW, Ste. 650
Washington,DC 20001
E-mail: adamfalk-gvt@charter.com
Re: FCC Form 394; July 20th Response to Request for Supplemental Information
Dear Mr. Falk:
This replies to your letter of July 20th. The Sherburne Wright Counties Cable Commission ("LFA")
posed questions regarding the proposed restructuring of Charter Communications, Inc. ("Charter")
described in your FCC Form 394 filing. As explained below, your letter is not responsive to several
questions.
In addition, you incorrectly claim that federal law limits the scope of the LFA's review and the
information that can be requested. In fact, the Cable Act, 47 U.S.C. § 537, establishes procedural
requirements and authorizes the FCC to establish initial filing requirements triggering those review
procedures, but does not otherwise limit the LFA's review. In turn, the FCC established initial filing
requirements via Form 394. However, the applicable rules, 47 C.F.R. § 76.502, specifically contemplate
that additional information may be requested.
Any substantive limits on the LFA's authority are established by state law. Charter Communications v.
County of Santa Cruz, 304 F.3d 927 (9th Cir. 2002). Under Minnesota state law,approval of a Form 394
request must be in writing and cannot be unreasonably withheld. Minn. Stat. § 238.083, Subds. 2 and 4.
Accordingly, a Form 394 request can be denied or conditionally approved as long as such action is
reasonable. If challenged,the LFA's action will be entitled to significant deference and sustained if fairly
debatable.
Notably,a Form 394 request may be denied or conditioned based on the failure to furnish information that
is reasonably requested. See, Santa Cruz. A request may also be conditioned or denied based on
franchise non-compliance. In fact, the Form 394 itself mandates a certification by the transferee that any
franchise non-compliance matters will be addressed. Requiring correction of franchise non-compliance
matters as a condition of approval is reasonable and thus permissible under state law. '
Your letter is non-responsive to the LFA's questions as follows:
465535v1 RJV SH255-12
Mr. Adam E. Falk
July 27,2015
Page 2
1. In response to our request for confirmation that no corporate restructuring has occurred since
Charter's prior August 2014 Form 394 filing, you state that "there has been no corporate
restructuring that required the City's approval." You also failed to provide the requested
corporate tree reflecting the ownership structure from the franchise-holder to Charter. This is
wholly non-responsive.
2. You provided no estimated timeline for MPUC action on applications filed by several Charter
subsidiaries regarding the transactions described in the Form 394, nor provided links to the
filings. Although this is wholly non-responsive, we have independently obtained the requested
information.
3. You confirmed that Charter has not recovered its reimbursement of professional fees and costs
previously incurred by the LFA in review of the August 2014 Form 394, but you failed to
indicate whether Charter intends to do so by adding a line item to customer bills. Rather, you
indicated that Charter reserves the right to do so. This is partially non-responsive.
4. You provided no information about the professional fees and costs (such as legal, accounting or
broker fees) Charter incurred in relation to the August, 2014 Form 394. You indicated that
Charter has not recovered such fees and costs by adding a line item to customer bills but did not
indicate whether Charter intends to do so. This is partially non-responsive.
5. You provided no information about the total amount Charter alleges is currently due for
converter box charges invoiced to institutions in the LFA that are entitled to free cable service
under the franchise, nor indicated whether Charter intends to attempt to collect these amounts.
Instead you restated parts of the extensive legal argument contained in earlier correspondence
from Charter's counsel,all which you incorporate by reference. This is wholly non-responsive.
This provides notice under 47 CFR § 76.502(b) that Charter's Form 394 request remains incomplete.
This notice is being provided within 30 days of receipt of the Form 394 filing thus tolling the 120-day
review period. The LFA reserves the right to condition approval or deny Charter's Form 394 request due
to the failure to fully respond to the questions posed. Please contact me with any questions.
Yours truly,
Robert J.V.Vose
RJV:jms
cc: Bill Bruce, Sherburne Wright Counties Cable Commission
465535v1 RJV SH255-12
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Charter
,IMUNHCATtONS
July 1,2015
' Mr. Calvin Portner
City Administrator-City of Elk River
13065 Orono Pkwy
Elk River,MN 55330
Re: Charter Communications,Inc.
' Dear Mr.Portner:
On May 23,2015,Charter Communications,Inc.("Charter Communications")and its subsidiary CCH I,LLC
("New Charter")entered into agreements with Advance/Newhouse Partnership("A/N")(the parent company of
' Bright House Networks,LLC("BHN")),Time Warner Cable Inc. ("TWC"),and Liberty Broadband Corporation
("Liberty")(collectively"the Agreements")to merge with TWC and to acquire cable systems currently operated by
BHN. Under the Agreements,A/N,TWC shareholders,and Liberty will acquire minority ownership interests in
New Charter,and Charter Communications will merge into a subsidiary of New Charter. New Charter will then
assume the name Charter Communications,Inc.("Charter").
These agreements will not impact the entity that holds the cable franchise in your community. Both before and after
' the transaction is complete,the same subsidiary of Charter will continue to provide service to the customers in your
community. However,as Charter Communications will merge with a subsidiary of New Charter,the transactions
may technically result in a pro forma transfer of control and therefore we are notifying you of this change. The
' majority of Charter's Board of Directors and its management will not change as a result of the transactions and
there will be no change in actual working control.
This series of transactions offers the unique opportunity to combine the resources of Charter with these other two
leading cable companies under the banner of one company. Upon completing these transactions,Charter will
become the nation's second largest cable company. With the additional size and scale that will result,Charter can
compete more effectively and continue investing in the development and delivery of industry leading voice,video,
and data products that customers in your community have come to enjoy.
' You are not required to take action on this application. If you determine that consent is necessary under the terms of
your franchise,we have provided all relevant information for your review using the Federal Communications
Commission's("FCC")Form 394.
According to the FCC's rules,you have a maximum of 120 days from the date you receive this information to
review all materials and to take any action you deem necessary(please note that your franchise terms may specify a
shorter time frame). Should you choose to act,we have enclosed a draft resolution to expedite the consent process.
If you believe consent is necessary,we request that you place a consent resolution on your agenda at your earliest
convenience,and that you inform me or your local Charter representatives when you intend to consider the matter.
Again,you are not required to take action,and in such case consent will be deemed granted upon the expiration of
the 120-day review period.
All of us at Charter are excited about continuing to serve your community. If you have any questions please give
me a call at 202.621.1910,send an email to adamfalk-gvt@charter.com,or send a facsimile to 202.733.5960.
Sincerely,
Adam E.Falk
Senior Vice President, State Government Affairs
Charter Communications
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RESOLUTION NO.
CONSENT
WHEREAS, Charter Communications VIII Operating, LLC ("Franchisee") is the duly
authorized holder of a franchise, as amended to date (the "Franchise"), authorizing Franchisee to
operate and maintain a cable system to serve City of Elk River, MN (the "Franchise Authority");
and
WHEREAS, on May 23, 2015, Charter Communications, Inc. ("Charter
Communications"), the ultimate parent company of Franchisee, with its subsidiary CCH I, LLC
("New Charter"), entered into agreements with Advance/Newhouse Partnership ("A/N"), the
ultimate parent company of Bright House Networks, LLC ("BHN"), Time Warner Cable Inc.
("TWC"), and Liberty Broadband Corporation("Liberty") (collectively "the Agreements"), the
' purpose of which are to effectuate the acquisition of BHN and merger with TWC
("Transaction"); and
WHEREAS, Charter Communications will merge with a subsidiary of New Charter, and
all shares of Charter Communications will be converted into shares of New Charter, and New
Charter will assume the name Charter Communications, Inc. ("Charter"); and
' WHEREAS,pursuant to the Agreements, A/N, TWC shareholders, and Liberty will
acquire minority ownership interests in Charter; and
WHEREAS, the majority of Charter's Board of Directors will remain the same and its
senior management will not change as a result of the Transaction; and
WHEREAS, the actual working control of Franchisee will not change as a result of the
Transaction, and will remain with Charter; and
WHEREAS, Charter has filed an FCC Form 394 with the Franchise Authority (the
"Application"); and
WHEREAS, the Franchise Authorityhas considered the Application and consents to the
pp
Transaction.
NOW, THEREFORE, BE IT RESOLVED BY THE FRANCHISE AUTHORITY AS
FOLLOWS:
The foregoing recitals are approved and incorporated herein by reference.
1. The Franchise Authority consents to the Transaction.
' 2. The Franchise Authority confirms that the Franchise is valid and outstanding and
in full force and effect and there are no defaults under the Franchise. Subject to compliance with
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the terms of this Resolution, any action necessary with respect to the Transaction and the
Franchisee has been duly and validly taken.
1 3. Charter or the Franchisee may(a) assign, transfer, or transfer control of its assets,
including the Franchise, provided that such assignment, transfer, or transfer of control is to an
entity directly or indirectly controlling, controlled by or under common control with Charter; (b)
restructure debt or change the ownership interests among existing equity participants in Charter;
(c)pledge or grant a security interest to any lender(s) of Charter's assets, including, but not
limited to, the Franchise, or of interest in Charter, for purposes of securing any indebtedness; and
(d) sell equity interests in Charter or any of Charter's affiliates.
4. Upon closing of the Transaction, the Franchisee shall remain bound by the lawful
terms and conditions of the Franchise.
1 5. This Resolution shall be deemed effective upon adoption.
6. This Resolution shall have the force of a continuing agreement with Franchisee,
and the Franchise Authority shall not amend or otherwise alter this Resolution without the
consent of Franchisee and Charter.
PASSED, ADOPTED AND APPROVED this day of , 2015.
By:
Name:
Title:
ATTEST:
i Clerk
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Federal Communications Commission Approved by OMB
Washington, DC 20554 3060-0573
FCC 394
APPLICATION FOR FRANCHISE AUTHORITY
CONSENT TO ASSIGNMENT OR TRANSFER OF CONTROL
OF CABLE TELEVISION FRANCHISE
FOR FRANCHISE AUTHORITY USE ONLY
SECTION I. GENERAL INFORMATION
DATE:July 1,2015 1.Community Unit Identification Number:MN0455
2.Application for: ❑Assignment of Franchise ®Transfer of Control(Pro forma)
3. Franchising authority: City of Elk River,MN
4. Identify community where the system/franchise that is the subject of the assignment or transfer of control is located:
CITY OF ELK RIVER,MN
' 5. Date system was acquired or(for system's constructed by the transferor/assignor)the date on which N/A
service was provided to the first subscriber in the franchise area:
6. Proposed effective date of closing of the transaction assigning or transferring ownership of the system to As soon as closing conditions
transferee/assignee: are satisfied
7. Attach as an Exhibit a schedule of any and all additional information or material filed with this application that is identified Exhibit No.
in the franchise as required to be provided to the franchising authority when requesting its approval of the type of
transaction that is the subject of this application.
PART I-TRANSFEROR/ASSIGNOR
1. Indicate the name, mailing address,and telephone number of the transferor/assignor.
Legal name of Transferor/Assignor(if individual,list last name first)
Charter Communications,Inc.
Assumed name used for doing business(if any)
1 Charter
Mailing street address or P.O. Box
400 Atlantic Street
City State ZIP Code Telephone No.(include area code)
Stamford CT 06901 (203)905-7800
2. (a) Attach as an Exhibit a copy of the contract or agreement that provides for the assignment or transfer of control
(including any exhibits or schedules thereto necessary in order to understand the terms thereof). If there is only
an oral agreement,reduce the terms to writing and attach.(Confidential trade,business,pricing,or marketing
information,or other information not otherwise publicly available,may be redacted.)
Exhibit No.
1
(b) Does the contract submitted in response to (a) above embody the full and complete agreement between the
1 transferor/assignor and transferee/assignee?
® Yes ❑ No
If No,explain in an Exhibit Exhibit No.
See Exhibit No. 1
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IPART II-TRANSFEREE/ASSIGNEE
I1.(a) Indicate the name,mailing address,and telephone number of the transferee/assignee.
Legal name of Transferee/Assignee(if individual,list last name first)
CCH I,LLC(will become the new"Charter Communications,Inc.")
I Assumed name used for doing business(if any)
N/A
Mailing street address or P.O.Box
400 Atlantic Street
I City State ZIP Code Telephone No. (include area code)
Stamford CT 06901 203-905-7800
I (b) Indicate the name,mailing address,and telephone number of the person to contact,if other than the transferee/assignee.
Name of contact person(list last name first)
Falk,Adam E.
Firm or company name(if any)
I
Charter Communications,Inc.
Mailing street address or P.O. Box
1099 New York Ave.,N.W.,Suite 650
City State ZIP Code Telephone No.(include area code)
IWashington DC 20001 202-621-1910
I (c) Attach as an Exhibit the name,mailing address,and telephone number of each additional person Exhibit No.
who should be contacted,if any. N/A
I (d) Indicate the address where the system's records will be maintained.
Street address
12405 Powerscourt Drive
City State ZIP Code
ISt.Louis MO 63131
I 2. Indicate on an attached Exhibit any plans to change the current terms and conditions of service
and operations of the system as a consequence of the transaction for which approval is sought. Exhibit No.
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1 SECTION II. TRANSFEREE'S/ASSIGNEE'S LEGAL QUALIFICATIONS
1. Transferee/Assignee is:
Corporation a. Jurisdiction of incorporation: d. Name and address of registered agent in
Delaware jurisdiction:
Ix
b. Date of incorporation: Corporation Service Company
June 9,2003 2711 Centerville Road,Suite 400
Wilmington,DE 19808
I c. For profit or non-for-profit:
For profit
Limited Partnership a. Jurisdiction in which formed: c. Name and address of registered agent in
1 jurisdiction:
b: Date of formation:
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General Partnership a. Jurisdiction whose laws govern formation: b. Date of formation:
IIndividual
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Other-Describe in an exhibit Exhibit No.
N/A
I 2. List the transferee/assignee,and, if the transferee/assignee is not a natural person,each of its officers,directors,stockholders
beneficially holding more than 5%of the outstanding voting shares,general partners,and limited partners holding an equity interest
of more than 5%. Use only one column for each individual or entity. Attach additional pages if necessary. (Read carefully-the
Ilettered items below refer to corresponding lines in the following table.)
(a) Name,residence,occupation or principal business,and principal place of business. (If other than an individual,also show
name,address and citizenship of natural person authorized to vote the voting securities of the applicant that it holds.) List the
I applicant first,officers next,then directors and,thereafter,remaining stockholders and/or partners.
(b) Citizenship.
(c) Relationship to the transferee/assignee(e.g.,officer,director,etc.)
I (d) Number of shares or nature of partnership interest.
(e) Number of votes.
(f) Percentage of votes.
I (a) See Exhibit 3
(b)
(c)
•
(d)
I (e)
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3. If the applicant is a corporation or a limited partnership, is the transferee/assignee formed under the laws of, or duly
qualified to transact business in,the State or other jurisdiction in which the system operates?
❑ Yes ® No
If the answer is No,explain in an Exhibit.
Exhibit No.
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4. Has the transferee/assignee had any interest in or in connection with an application which has been dismissed or denied
by any franchise authority?
❑ Yes ® No
If the answer is Yes,describe circumstances in an Exhibit.
Exhibit No.
5
5. Has an adverse finding been made or an adverse final action been taken by any court or administrative body with
respect to the transferee/assignee in a civil,criminal or administrative proceeding,brought under the provisions of
any law or regulation related to the following: any felony;revocation,suspension or involuntary transfer of any
authority(including cable franchises)to provide video programming services;mass media related antitrust or unfair
competition;fraudulent statements to another governmental unit;or employment discrimination?
® Yes ❑ No
If the answer is Yes,attach as an Exhibit a full description of the persons and matter(s)involved,including
an identification of any court or administrative body and any proceeding(by dates and file numbers,if Exhibit No.
applicable),and the disposition of such proceeding. 6
6. Are there any documents,instruments,contracts or understandings relating to ownership or future ownership rights
with respect to any attributable interest as described in Question 2(including,but not limited to,non-voting stock
interests,beneficial stock ownership interests,options,warrants,debentures)?
0 Yes ® No
If Yes, provide particulars in an Exhibit.
Exhibit No.
N/A
' 7. Do documents,instruments,agreements or understandings for the pledge of stock of the transferee/assignee,as
security for loans or contractual performance,provide that: (a)voting rights will remain with the applicant,even in the
event of default on the obligation;(b)in the event of default,there will be either a private or public sale of the stock;
and(c)prior to the exercise of any ownership rights by a purchaser at a sale described in(b),any prior consent of
the FCC and/or of the franchising authority, if required pursuant to federal,state or local law or pursuant to the terms
of the franchise agreement will be obtained?
❑ Yes ® No
If No,attach as an Exhibit a full explanation.
Exhibit No.
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SECTION III -TRANSFEREE'S/ASSIGNEE'S FINANCIAL QUALIFICATIONS
1. The transferee/assignee certifies that it has sufficient net liquid assets on hand or available from committed resources to
consummate the transaction and operate the facilities for three months.
® Yes ❑ No
2. Attach as an Exhibit the most recent financial statements,prepared in accordance with generally accepted
accounting principles,including a balance sheet and income statement for at least one full year,for the Exhibit No.
transferee/assignee or parent entity that has been prepared in the ordinary course of business,if any such 8
financial statements are routinely prepared. Such statements,if not otherwise publicly available,may be marked
CONFIDENTIAL and will be maintained as confidential by the franchise authority and its agents to
the extent permissible under local law.
SECTION IV-TRANSFEREE'S/ASSIGNEE'S TECHNICAL QUALIFICATIONS
Set forth in an Exhibit a narrative account of the transferee's/assignee's technical qualifications,experience and
expertise regarding cable television systems,including, but not limited to,summary information about
appropriate management personnel that will be involved in the system's management and operations. The
transferee/assignee may,but need not,list a representative sample of cable systems currently or formerly owned
or operated. Exhibit No.
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SECTION V-CERTIFICATIONS
PART 1 -Transferor/Assignor
All the statements made in the application and attached Exhibits are considered material representations,and all the Exhibits are a
material part hereof and are incorporated herein as if set out in full in the application.
I CERTIFY that the statements in this application are true, complete and Signature
correct to the best of my knowledge and belief and are made in good faith. `•'"�7
WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE PUNISHABLE Date
BY FINE AND/OR IMPRISONMENT. U.S.CODE,TITLE July 1,2015
18,SECTION 1001. Print full name
Adam E.Falk
Check appropriate classification:
❑ Individual ❑General Partner ®Corporate Officer 0 Other. Explain:
I Senior Vice President,State Government Affairs
PART II-Transferee/Assignee
All the statements made in the application and attached Exhibits are considered material representations,and all the Exhibits are a
material part hereof and are incorporated herein as if set out in full in the application.
The transferee/assignee certified that he/she:
(a) Has a current copy of the FCC's Rules governing cable television systems.
(b) Has a current copy of the franchise that is the subject of this application,and of any applicable state laws or local ordinances
and related regulations.
' (c) Will use its best efforts to comply with the terms of the franchise and applicable state laws or local ordinances and related
regulations,and to effect changes,as promptly as practicable,in the operation of the system,if any changes are necessary to
cure any violations thereof or defaults thereunder presently in effect or ongoing.
I CERTIFY that the statements in this application are true, complete and Signature
correct to the best of my knowledge and belief and are made in good faith.
WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE PUNISHABLE Date
BY FINE AND/OR IMPRISONMENT. U.S.CODE,TITLE July 1,2015
18,SECTION 1001.
Adam E.Falk
111 Check appropriate classification:
❑ Individual ❑General Partner ®Corporate Officer ❑Other:Explain:
Senior Vice President,State Government Affairs
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Exhibit 1
DESCRIPTION OF TRANSACTION
The proposed Transaction will combine Charter Communications,Inc.("Charter Communications"),Time
Warner Cable Inc. ("TWC"),and Bright House Networks,LLC("BHN")into a single company that is poised to
leverage the best aspects of each of the three participants. As described below,there are three components to the
Transaction,each of which is expected to occur simultaneously upon the closing.
1. First, Charter Communications will prepare its corporate structure to complete the merger. It will
do so by utilizing an existing subsidiary(CCH I,LLC),which will eventually become the ultimate parent,public
company of the Charter corporate structure,and is referred to as"New Charter." New Charter will convert from an
LLC to a C-corporation. To prepare for that transition,New Charter will first become a direct subsidiary to Charter
Communications. Next,TWC will become a subsidiary of New Charter through a series of mergers. In the first of
those mergers,shares of TWC stock—other than those currently owned by Liberty Broadband and Liberty
Interactive Corporation(collectively,"Liberty")—will be converted into the right to elect to receive,for each share
of TWC stock,cash and shares of New Charter. Liberty will,prior to that merger,contribute its shares of TWC
stock to the merger subsidiary in exchange for shares of the merger subsidiary on a one-for-one basis,which will be
converted into shares of surviving TWC on a one-for-one basis in the merger. New Charter will assume the liability
to disburse cash to the surviving TWC stockholders. Surviving TWC will then merge into a subsidiary of New
Charter,and the then-holders of TWC stock will receive one share of New Charter Class A common stock in
exchange for each share of TWC stock.
2. Second,Charter Communications will merge with a merger subsidiary of New Charter,becoming
a subsidiary of New Charter,and each then outstanding share of Charter Class A common stock will be converted
into shares of New Charter. New Charter will assume the Charter name and its existing NASDAQ Stock Market
ticker symbol(CHTR). Additionally,Liberty Broadband will contribute cash to New Charter in exchange for shares
of New Charter Class A common stock.
3. Third,subject to separate conditions set forth in Charter Communications' agreement with
Advance/Newhouse("A/N",the parent company of BHN),New Charter will acquire BHN,except for certain
' limited excluded assets and liabilities,from A/N for(a)cash,(b)one share of Class B common stock in New
Charter,and(c)exchangeable common and convertible preferred units in a partnership that will be a New Charter
subsidiary and that will hold all of BHN's assets,as well as assets of New Charter and TWC.
rIn connection with the BHN portion of the Transaction,Liberty Broadband will contribute additional cash
in exchange for shares of New Charter Class A common stock.
Upon completion of the Transaction,majority ownership of New Charter will be publicly held,and a
majority of the 13-person board will not be nominated by A/N(which will nominate two board members)and
Liberty Broadband(which will nominate three board members). Tom Rutledge,New Charter's President and CEO,
will hold a board seat and will be offered the position of Chairman. New Charter will be the third-largest MVPD
behind AT&T-DirecTV and Comcast,assuming the AT&T-DirecTV merger is consummated. We will own and/or
manage systems serving approximately 19.4 million broadband customers, 17.3 million video customers,and 9.4
million voice customers across 41 states.
There will be no change in actual working control of the franchisee,and New Charter and its subsidiaries
will continue to provide services to their customers and your community as usual. In other words,this Transaction
will constitute a pro forma,internal restructuring which will not alter in any way the ultimate control of the
franchisee in your community.
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The Agreements are available at:
http://www.sec.gov/Archives/edgar/data/1091667/000119312515206906/0001193125-15-206906-index.htm
and
http://www.sec.gov/Archives/edgar/data/1091667/000109166715000059/0001091667-15-000059-index.htm
Hard copies will be provided upon request. Certain documents have been omitted,as they are not necessary in order
to understand the terms of the Agreements or contain confidential trade,business,pricing or marketing data,or other
data not otherwise publicly available.
The Agreements contain all material terms of the Transactions and are fully binding on the parties.
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Exhibit 2
Transferee,and the legal entity holding the franchise for the cable system that is the subject of this FCC Form 394,
have no current plans to materially change the terms and conditions of service or operations of the system. The
cable system will continue to operate pursuant to the terms of the franchise agreement and applicable law after the
consummation of the proposed transactions. Given the evolving technological and commercial environments in
which the cable system operates,changes in service may occur in order to improve the offerings provided to
subscribers,even if the precise nature and timing of these changes cannot be specified now. For these reasons,
Transferee,and the legal entity holding the franchise for the cable system that is the subject of this Form 394,
reserve the right to make service and operational changes in accordance with the terms of the franchise and
applicable law.
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Exhibit 3
Charter Communications,Inc.("Charter Communications")is a publicly traded Delaware corporation. Contingent
upon the events described in Exhibit 1,Charter Communications will merge with and into a Charter
Communications subsidiary under CCH I,LLC which will become"New Charter,"a corporation,with the effect
that all shares of Charter Communications shall become shares of New Charter.The following table sets forth each
holder of more than 5%of our outstanding shares of Class A common stock as of February 28,2015:
Shares Beneficially Owned(1)
Percent of
Name Number Class
5%Stockholders:
Liberty Broadband Corporation(2) 28,838,718 25.74%
SPO Advisory Corp.,John H. Scully and Edward H.
McDermott(3) 7,648,448 6.83%
Berkshire Hathaway Inc.(4) 6,198,237 5.53%
(1) Beneficial ownership for the purposes of the following table is determined in accordance with the rules and
regulations of the SEC.These rules generally provide that a person is the beneficial owner of securities if such
person has or shares the power to vote or direct the voting thereof,or to dispose or direct the disposition thereof or
has the right to acquire such powers within 60 days. Shares shown in the table above include shares held in the
beneficial owner's name or jointly with others,or in the name of a bank,nominee or trustee for the beneficial
owner's account. Common stock subject to options that are currently exercisable or exercisable within 60 days of
February 28,2015 are deemed to be outstanding and beneficially owned by the person holding the options.These
shares,however,are not deemed outstanding for the purposes of computing the percentage ownership of any other
person.The calculation of this percentage assumes for each person the acquisition by such person of all shares that
may be acquired upon exercise of warrants to purchase shares of Class A common stock.Percentage of beneficial
ownership is based on 112,017,373 shares of Class A common stock outstanding as of February 28,2015.Except as
disclosed in the footnotes to this table,we believe that each stockholder identified in the table possesses sole voting
and investment power over all shares of common stock shown as beneficially owned by the stockholder.Unless
otherwise indicated in the table or footnotes below,the address for each beneficial owner is 400 Atlantic Street,
Stamford,CT 06901.
(2) Based on the Schedule 13D filed by Liberty on November 13,2014. Such reported amount included
warrants to purchase 1,083,296 shares of Class A common stock that were fully exercisable as of such date. Such
warrants were subsequently exercised on November 17,2014 based upon the Form 4 Report filed by Liberty on
November 19,2014.The address of Liberty Broadband is 12300 Liberty Boulevard,Englewood,Colorado 80112.
On May 1,2013,Liberty Media Corporation("Liberty Media")acquired beneficial ownership of 27,941,873
shares of Class A common stock in a private transaction involving three stockholders of Charter pursuant to a stock
purchase agreement dated March 19,2013.
(3) The equity ownership reported in this table is based on the reporting persons'most recently available
Schedule 13G/A dated December 31,2014 and filed on February 17,2015.Reported total includes shares
beneficially owned by the reporting persons as follows: Sole voting and dispositive power of SPO Partners II,L.P.
("SPO")as to 7,128,948 of the shares reported as beneficially owned is exercised through its sole general partner,
SPO Advisory Partners,L.P.("SPO Advisory Partners"). Sole voting and dispositive power of SPO Advisory
Partners as to 7,128,948 of the shares reported as beneficially owned is exercised through its sole general partner,
SPO Advisory Corp. ("SPO Advisory Corp."). Sole voting and dispositive power of San Francisco Partners,L.P.
("SFP")as to 443,600 of the shares reported as beneficially owned is exercised through its sole general partner, SF
Advisory Partners,L.P.("SF Advisory Partners"). Sole voting and dispositive power of SF Advisory Partners as to
443,600 of the shares reported as beneficially owned is exercised through its sole general partner, SPO Advisory
Corp. Sole voting and dispositive power of SPO Advisory Corp.as to 7,572,548 of the shares reported as
beneficially owned is exercised through its three controlling persons,John H. Scully("JHS"),Edward H.
McDermott("EHM")and Eli J.Weinberg("EJW").Of the shares reported as beneficially owned, 12,300 shares are
held in JHS' individual retirement account which is self-directed and 63,000 shares may be deemed to be
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beneficially owned by JHS solely in his capacity as a controlling person,sole director and executive officer of the
Phoebe Snow Foundation,Inc.("PSF"). Shared voting and dispositive power as to 7,572,548 of the shares reported
as beneficially owned may be deemed to be beneficially owned by JHS solely in his capacity as one of three
controlling persons of SPO Advisory Corp. Sole voting and dispositive power of PSF as to 63,000 of the shares
reported as beneficially owned is exercised through its controlling person,sole director and executive officer,JHS.
Of the shares reported as beneficially owned,600 shares are held by EHM in his individual retirement account
which is self-directed. Shared voting and dispositive power as to 7,572,548 of the shares reported as beneficially
owned may be deemed to be beneficially owned by EHM solely in his capacity as one of three controlling persons
of SPO Advisory Corp. Shared voting and dispositive power as to 7,572,548 of the shares reported as beneficially
owned may be deemed to be beneficially owned by EJW solely in his capacity as one of three controlling persons of
SPO Advisory Corp.The principal business address of all reporting persons is: 591 Redwood Highway, Suite 3215,
Mill Valley,California 94941. SPO,SPO Advisory Partners and SF Advisory Partners are Delaware limited
partnerships. SFP is a California limited partnership. SPO Advisory Corp.and PSF are Delaware corporations.JHS,
EHM and EJW are all citizens of the United States of America.
(4) The equity ownership reported in this table is based on the reporting persons'most recently available
Schedule 13G dated December 31,2014 and filed on February 17,2015 filed by Berkshire Hathaway Inc.,3555
Farnam Street,Omaha,Nebraska 68131 (`BH"),Warren E.Buffett,3555 Farnam Street,Omaha Nebraska 68131
("WB"),National Indemnity Company,3024 Harney Street,Omaha Nebraska 68131 ("NIC"),GEICO Corporation,
One GEICO Plaza,Washington DC 20076("GEICO"),Government Employees Insurance Company,One GEICO
Plaza,Washington DC 20076("GEIC"),GEICO Advantage Insurance.Company,One GEICO Plaza,Washington
DC 20076("GAIC"),GEICO Casualty Company,One GEICO Plaza,Washington DC 20076("GCC"),GEICO
Choice Insurance Company,One GEICO Plaza,Washington DC 20076("GCIC"),GEICO Secure Insurance
Company("GSIC"),The Buffalo News Drivers/Distributors Pension Plan,One News Plaza,Buffalo New York
14240("BNDDPP"),Buffalo News Editorial Pension Plan,One News Plaza,Buffalo,New York 14240("BNEPP"),
BNSF Master Retirement Trust,do BNSF Railway,2650 Lou Menk Drive,Fort Worth,Texas 76131 ("BNSF"),
Buffalo News Mechanical Pension Plan("BNMPP"),Buffalo News Office Pension Plan("BNOPP"),Flight Safety
International Inc.Retirement Income Plan("FSI"),Fruit of the Loom Pension Trust("FLPT"),GEICO Corporation
Pension Plan Trust("GCPPT"),General Re Corporation Employment Retirement Trust("GRCERT"),Johns
Manville Corporation Master Pension Trust("JMCMPT"),Benjamin Moore&Co.Revised Retirement Income Plan
(`BMCRRIP")and Lubrizol Master Trust Pension,do The Lubrizol Corporation,29400 Lakeland Blvd.,Wickliffe,
Ohio 44092("LMTP").The 13G reports as follows:WB and BH have shared voting and dispositive power over
6,198,237 of the reported shares;NIC and GEICO have shared voting and dispositive power over 4,283,955 of the
reported shares;GEIC has shared voting and dispositive power over 1,749,392 of the reported shares;GAIC has
shared voting and dispositive power over 408,468 of the reported shares;GCC has shared voting and dispositive
power over 1,726,829 of the reported shares;GCIC has shared voting and dispositive power over 212,105 of the
reported shares;GSIC has shared voting and dispositive power over 187,161 of the reported shares;BNDDPP has
shared voting and dispositive power over 6,800 of the reported shares;BNEPP has shared voting and dispositive
power over 9,000 of the reported shares;BNSF has shared voting and dispositive power over 804,215 of the
reported shares;BNMPP has shared voting and dispositive power over 16,000 of the reported shares;BNOPP has
shared voting and dispositive power over 5,000 of the reported shares;FSI has shared voting and dispositive power
over 156,067 of the reported shares;FLPT has shared voting and dispositive power over 50,000 of the reported
shares;GCPPT has shared voting and dispositive power over 100,000 of the reported shares;GRCERT has shared
voting and dispositive power over 317,000 of the reported shares;JMCMPT has shared voting and dispositive power
over 100,000 of the reported shares;BMCRRIP has shared voting and dispositive power over 200 of the reported
shares;and LMTP has shared voting and dispositive power over 350,000 of the reported shares.
CURRENT OFFICERS
Thomas M. Rutledge President and Chief Executive Officer
Christopher L.Winfrey Executive Vice President and Chief Financial Officer
John Bickham Executive Vice President,Chief Operating Officer
Donald F.Detampel,Jr. Executive Vice President and President,Commercial Services
Richard R.Dykhouse Executive Vice President,General Counsel and Corporate
Secretary
Thomas Adams Executive Vice President,Field Operations
Richard J.DiGeronimo Executive Vice President,Product and Strategy
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IJonathan Hargis Executive Vice President,Chief Marketing Officer
Kathleen Mayo Executive Vice President, Customer Operations
James Blackley Executive Vice President,Engineering and Information
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Technology
Catherine C.Bohigian Executive Vice President,Government Affairs
James Nuzzo Executive Vice President,Business Planning
I David Scott Weber
Kevin D. Howard Executive Vice President,Network Operations
Senior Vice President,Finance,Controller, Chief Accounting
Officer
Thomas B. Anema Senior Vice President, Commercial Finance
I Rocky Boler Senior Vice President,Customer Care
Jay E. Carlson Senior
Vice President,Chief Information Officer
Kathleen A.Carrington Senior Vice President,Corporate Services
I Thomas M.Degnan Senior Vice President,Finance and Corporate Treasurer
Alexander Dudley Senior Vice President,Communications
Lawrence N. Eleftheri Senior Vice President,Media Sales
Adam E. Falk Senior Vice President, State Government Affairs
I Charlotte Field Senior Vice President,Application Platform Ops
Charles Fisher Senior Vice President, Corporate Finance
Ronald J.Hartz Senior Vice President,Financial Planning and Analysis
I Keith R. Hayes
James M. Heneghan Senior Vice President,Network Operations
President, Charter Media
Alexander Dennis Hoehn-Saric Senior Vice President,Government Affairs
Joseph Leonard Senior Vice President,Marketing and Creative Strategy
I Lawrence R.Martell Senior Vice President, Software Architecture and Development
James F.McGann,Jr. Senior Vice President,Charter Business
Frederick J. Pappalardo Senior Vice President,Business Planning
I Abigail T.Pfeiffer
Donald Poulter Senior Vice President,Human Resources
Senior Vice President,Commercial Operations
Thomas E.Proost Senior Vice President,Deputy General Counsel and Assistant
Corporate Secretary
Jodi Robinson Senior Vice President,UX Design and Development
Jay Rolls Senior Vice President,Chief Technology Officer
Allan Samson Senior Vice President,Marketing
I Gary Schanman
Ernest Richard Schultz Senior Vice President,Video Products
Senior Vice President, Sales and Retention
Allan Singer Senior Vice President,Programming
Daniel J. Bollinger Vice President,Associate General Counsel,Assistant Corporate
ISecretary
CURRENT DIRECTORS'
• W. Lance Conn
John C. Malone Eric L.Zinterhofer
Michael P.Huseby
John D. Markley,Jr. Thomas M. Rutledge
Craig A. Jacobson David C.Merritt
IGregory B.Maffei Balan Nair
IIThe business address for all officers and directors is 400 Atlantic Street, 10`x'Floor, Stamford CT, 06901.
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I There is currently one vacancy on the eleven-member Board of Directors.
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Exhibit 4
iTransferee at the effective time of closing will be a Delaware corporation and the indirect parent company of the
legal entity holding the franchise(the"Franchisee"). To the extent required by applicable law,the Franchisee is,
and,after the closing of the transactions will continue to be,qualified to transact business in the State or
Commonwealth in which the system is operated.
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Exhibit 5
Transferee has no direct interest in,or connection with,any denial by a franchise authority as of the date of this FCC
Form 394. Various operating subsidiaries and affiliated companies of Transferee provide cable service to
approximately 3,300 communities currently throughout the country pursuant to local and state franchises,and have
had no franchise dismissed or denied within the last ten(10)years.
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Exhibit 6
Except as set forth below,no adverse findings have been made and no final actions have been taken within the last
ten(10)years with respect to Transferee or its wholly-owned subsidiaries related to any of the items listed in Section
II,Question 5 of the FCC Form 394.
Charter Communications VI,PLLC v.Community Antenna Services, Cause Number 01-0646-CTV-C,West
Virginia PSC.In a matter initially filed by Charter against Community Antenna Services("CAS")on grounds that
CAS was unlawfully blocking Charter's ability to offer service to residents of apartment buildings in violation of
state law,CAS filed counterclaims,including claims that Charter's pricing plans were discriminatory and
anticompetitive under state law.An AU issued a decision on August 19,2002,finding that certain of Charter's
pricing plans at issue were discriminatory in violation of state law.The full PSC on February 10,2004,however,
reversed the AU finding and held that Charter had not engaged in any unlawful pricing practices.CAS appealed the
PSC Order to the West Virginia Supreme Court,which ultimately reversed the PSC Order on the central issue and
remanded the matter for further proceedings.On remand from the Supreme Court,the PSC ruled in February 2007
that the case had become moot because: (a)the pricing plans challenged in the case had not been used since early
2003;and(b)Charter had sold all of its West Virginia cable systems to Cebridge/Suddenlink.
Charter Communications VI,PLLC v.Community Antenna Service,Inc.,
Cause No.00-C-505,Circuit Court,Wood County,W.Va.The decision of the West Virginia Supreme Court
reversing the PSC(in the above referenced proceeding)also re-activated the state court litigation between the parties
which had been stayed pending resolution of the PSC decision.CAS abandoned all of its prior claims against
Charter except(a)a claim that Charter has violated state laws governing unduly discriminatory cable rates,and(b)
in doing so,Charter tortiously interfered with CAS customer relationships and expectation of future relationships.
In February 2008,the jury awarded CAS,among other things,compensatory damages for"unduly discriminatory
rates."Charter filed post-trial motions seeking judgment in its favor,for a new trial,and to amend or alter the
judgment.On March 29,2010,Charter petitioned the West Virginia Supreme Court of Appeals to accept the case
for appeal. On June 23,2011,the court ruled against Charter's appeal. The verdict was satisfied on July 15,2011.
Employment
Maureen Ford v.Charter,EEOC Case No.471-2007-02572.Complainant alleged sex and age discrimination.The
EEOC determined on September 12,2008 that there was reasonable cause to believe that a violation of the statutes
had occurred.Charter disputed the determination,but,in order to avoid incurring unnecessary costs and expenses,
resolved the matter through mediation.
Shannon Thompson v.Charter,EEOC Case No.494-2006-01994.Complainant alleged disability discrimination.
The EEOC determined on September 10,2007 that there was reasonable cause to believe that a violation of the
statutes had occurred.Charter disputed the determination,but,in order to avoid incurring unnecessary costs and
expenses,resolved the matter through settlement.
April Leftridge v.Charter,EEOC Case No. 17JA600184.Complainant alleged race and sex discrimination.The
EEOC determined on July 12,2006 that probable cause existed to credit the allegations of the complaint filed by the
Complainant.Charter disputed the determination,but,in order to avoid incurring unnecessary costs and expenses,
resolved the matter through settlement.
Linda Meyer v.Charter,EEOC Case No.CR200601947;Wisconsin.Complainant alleged disability
discrimination in filings with the WI Department of Workforce Development and the EEOC.The EEOC determined
on December 21,2006 that probable cause existed to credit the allegations of the complaint filed by the
Complainant.Charter disputed the determination,but,in order to avoid incurring unnecessary costs and expenses,
resolved the matter through settlement.
April Bevars v.Charter,Wisconsin Department of Workforce Development(DWD)Complaint No.
CR201000952. Complainant alleged that she was discriminated against based on her conviction record when an
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offer of employment was rescinded by Charter. On June 4,2010,the DWD determined that there was probable
cause to believe that Charter may have violated the Wisconsin Fair Employment Act by refusing to hire
Complainant based on her conviction record. Charter disputed the determination,but,in order to avoid incurring
unnecessary costs and expenses,resolved the matter through settlement.
Angela Castellano v.Charter,United States District Court for the Western District of Washington No. 12-cv-
05845. Complainant alleged she was discriminated against based on disability and was also retaliated against. On
February 26,2014,a jury verdict was entered against Charter.
William Marcin v.Charter,Wisconsin Department of Workforce Development(DWD)Complaint No.
CR201201053. Complainant alleged that he was discriminated against based on his arrest record. On June 18,
2013,the DWD determined that there was probable cause to believe that Charter may have violated the Wisconsin
Fair Employment Act by discriminating against the Complainant based on his arrest record. A hearing on the merits
1 of the complaint was held on February 12,2014. On December 30,2014,the administrative law judge issued a
decision adverse to Charter. Charter appealed the decision to the State of Wisconsin Labor and Industry Review
Commission on April 15,2015.
Royal Courtain v.Charter,Superior Court of California,County of Butte,No. 161016. Courtain,a former Charter
Account Executive,field a wage claim with the California Labor Commissioner,alleging that he was not paid for all
earned commissions. Specifically,Courtain claims that Charter was not permitted to charge back a portion of
certain previously paid commissions connected to late-paying accounts. Following a hearing and October,8,2013
adverse decision of the Labor Commissioner,Charter appealed the ruling to the Superior Court of California. The
trial court judge ruled that Charter was required to pay the claimed commissions.
Dixie Gostola v.Charter,United States District Court for the Eastern District of Michigan,No.13-15165-BC.
Plaintiff alleged that Charter interfered with her FMLA rights by evaluating and disciplining Plaintiff based,at least
in part,on the time she was absent on FMLA leave. The court granted Plaintiff's motion for summary judgment on
the FMLA interference claim on December 17,2014 and,in order to avoid incurring unnecessary costs and expenses
related to a trial on damages or an appeal,Charter resolved the matter through settlement on May 19,2015.
Carmen Kidd v.Charter,United States District Court for the Western District of Michigan,No.1:13cv493.
Plaintiff alleged that Charter terminated her employment in violation of the FMLA and Michigan Persons with
Disabilities Civil Rights Act. On May 29,2015,a jury verdict was entered against Charter on the FMLA
interference claim,and in Charter's favor on the FMLA retaliation and discrimination claim.
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Exhibit 7
The Amended and Restated Guarantee and Collateral Agreement,dated March 31,2010 by certain subsidiaries of
Charter Communications,Inc.in favor of Bank of America,N.A.,as administrative agent(the"Collateral
Agreement")provides that voting rights will transfer to the lenders upon an event of default. Therefore,while the
answer to subpart(a)of Section II,Question 7 of the FCC Form 394 is"No,"the answer to subparts(b)and(c)is
"Yes." With respect to the voting rights and other matters in the Collateral Agreement,the lenders may not take any
action without first obtaining any required governmental approvals including from the FCC and/or the franchising
authority.
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Exhibit 8
A copy of Transferee's Annual Report on Form 10-K filed with the Federal Securities and Exchange Commission
for the year ending December 31,2014 is available at:
http://www.sec.gov/Archives/edgar/data/1091667/000109166715000049/0001091667-15-000049-index.htm
A copy of Transferee's Quarterly Report on Form 10-Q filed with the Federal Securities and Exchange Commission
for the quarter ending March 31,2015 is available at:
http://www.sec.gov/Archives/edgar/data/1091667/000109166715000103/0001091667-15-000103-index.htm
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Exhibit 9
iThis FCC Form 394 relates solely to the provision of cable service over a cable system. Nevertheless,in
i7 the interest of providing full information regarding the services provided by the franchisee,Charter
Communications,Inc.and its subsidiaries("Charter")provide the following information from the Public Interest
Statement filed at the Federal Communications Commission in connection with this Transaction.
Overview
Charter is a leading communications company that provides video,broadband Internet,voice,and business
services. As a result of extensive investment and a commitment to providing the best services,Charter now serves
over 5.8 million residential customers and 386,000 commercial relationships. Domiciled in Delaware and
headquartered in Stamford,Connecticut,Charter operates in 28 states and employs over 23,500 people.
Video
Currently the seventh-largest multichannel video programming distributor in the United States,Charter
serves 4.2 million residential Charter TV video customers over its all-digital network. It has recently unveiled
"Worldbox"—an innovative set-top box that uses a downloadable security solution. Moreover,Charter is currently
deploying its"Spectrum Guide"—a cloud-based user interface that enhances the consumer video service and can be
accessed through both Worldbox and legacy two-way set-top boxes. Charter's TV app offers over 150 live,linear
channels,video on demand("VOD")and the ability to download VOD content for future playback. All these
innovations enable Charter to improve the customer experience while reducing significantly its customer premises
equipment input prices,which will reduce prices for consumers.
Broadband
Charter is committed to developing and deploying innovative broadband technology. Charter's broadband
Internet services offer an industry-leading minimum of 60+Mbps to a large percentage of its 4.8 million residential
broadband customers. Charter's Internet download speeds for its fastest residential service reach up to 120 Mbps,
and the company continually invests in improving its network and services. Charter was also recognized in 2014 as
the nation's fastest WiFi provider. Its broadband services are also provided under customer-friendly terms. Charter
offers its base 60 Mbps service at lower prices than its competitors,and does not impose data caps or engage in
usage-based billing. Charter also does not offer plans with separate,additional fees common in the industry,such as
modem fees,a federal Universal Service Fund("USF")fee,state USF fee,subscriber line fee,or E911 fee. Charter
has invested in interconnection,and has not been involved in any major disputes over traffic management. It
maintains a focus on ensuring the broadband user experience is a positive one.
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Voice
' Charter's suite of advanced services also includes voice service,which Charter provides to 2.4 million
residential customers via VoIP technology. Its voice services include unlimited long-distance calling in the United
States,Canada,Puerto Rico,the U.S.Virgin Islands,and Guam. Calling features includes voicemail,call waiting,
caller ID,call forwarding and more at no additional charge. In addition,the enhanced 911 feature automatically
provides the emergency service operator with a caller's phone number and location. For customers with video
service,caller ID on TV is available in most areas at no additional charge.
Business
Charter Business offers scalable,tailored,and cost-effective technology solutions for 386,000 commercial
relationships. Charter Business services include data networking,broadband Internet,managed video and music
services,wireless backhaul,and"last mile"fiber connectivity to commercial premises. Charter's advertising sales
and production services are sold under its Spectrum Reach brand.
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Investment
Since the beginning of 2012,the company also has invested over$5.5 billion in technology and
infrastructure—a significant figure when compared with the company's overall size,including its$8.7 billion
adjusted EBITDA over the same period. This sizable commitment to innovation and the deployment of broadband
technology has led to Charter's position within the industry as a technological and business leader. Its transition to a
digital network has enabled it to increase its minimum speed offering from 1 Mbps downstream in 2011 to its
present 60 Mbps offered to a large percentage of its customers,to grow its HD channel line-up from fewer than 70
channels in 2011 to a present selection of over 200,to launch the innovative Spectrum Guide to a wide range of set-
top boxes,and to grow its VOD library to thousands of choices. Although Charter is proud of this record of
technological progress,the Transaction would enable New Charter to do far more for millions more subscribers.
Charter therefore seeks increased scale and technological synergies to drive even more competitive and innovative
broadband,video,and voice services.
I Management
Since Tom Rutledge arrived a little more than three and a half years ago as Charter's President and Chief
Executive Officer, Charter has assembled a team of top industry executives, with a particular focus on enhancing
Charter's operations,and the Charter customer experience. A number of these executives,along with Mr. Rutledge,
were the core of leading industry operations teams at other communications companies,including Cablevision and Time
Warner Cable – one of the cable operators that today owns systems that Charter is acquiring. These operations,
technology and customer-focused executives include:
✓ John Bickham,Chief Operating Officer,has over 26 years of operating experience,and previously served as
President of Cable and Communications at Cablevision,and before that served as Executive Vice President of
Time Warner Cable.
✓ Tom Adams, Executive Vice President, Field Operations, has responsibility for field operations. Prior to
Charter,Mr.Adams worked at Time Warner Cable for 17 years,where most recently he had served as Regional
Vice President for that company's Wisconsin operations (which will become a part of Charter in this
transaction).
✓ Jim Blackley,Executive Vice President,Engineering and Information Technology,leads Charter's advanced
engineering teams,with product and network management personnel to design,certify and implement next-
generation services and technology solutions. Mr. Blackley has over 16 years of experience in a similar
position with Cablevision.
✓ Don Detampel,Executive Vice President and President,Commercial Services is responsible for the Company's
commercial business,which provides broadband solutions to small and medium-size businesses,enterprises and
carrier customers. Mr. Detampel has more than 30 years of experience in electronic communications and
communications infrastructure.
✓ Kathleen Mayo,Charter's Executive Vice President,Customer Operations,who leads Charter's focus on the
customer experience,arrived at Charter after 15 years with Cablevision where she also served as Executive
Vice President,Customer Operations with responsibility for field operations,customer service,and billing and
collections.
✓ Scott Weber,Executive Vice President,Network Operations directs the operations and activities that support
Charter's advanced communications network. Prior to joining Charter,Mr.Weber served as Executive Vice
President,Network Management for Cablevision Systems and before that Mr.Weber led technical operations,
engineering operations and network management in various roles at Comcast.
These executives and their teams,working with Charter's other management teams in Finance,Legal,Government
Affairs and Marketing provide the leadership for Charter's daily operations and future growth.
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