HomeMy WebLinkAboutResolution No. 548-14 • 548-14 D5
RESOLUTION
APPROVING THE PROPOSED TRANSFER OF
THE CABLE FRANCHISE CURRENTLY HELD BY
CC VIII OPERATION, LLC, D/B/A
CHARTER COMMUNICATIONS
WHEREAS, CC VIII Operating, LLC, d/b/a Charter Communications (hereinafter
referred to as "Grantee"), currently holds a cable television franchise ("Franchise") granted by
the City of Rochester, Minnesota ("City"); and,
WHEREAS, Grantee owns, operates and maintains a cable television system in the City
("System") pursuant to the terms of the Franchise; and,
WHEREAS, on February 12, 2014, Comcast Corporation ("Comcast") and Time Warner
Cable Inc. ("TWC") entered into an Agreement and Plan of Merger; and,
WHEREAS, on April 25, 2014, Charter Communications, Inc., ("Charter") the parent
entity of Grantee and Comcast entered into the Comcast/Charter Transactions Agreement,
• and contingent upon Comcast's consummation of its acquisition of TWC, Charter shall
undertake a pro forma corporate restructuring pursuant to which Charter will merge with and
into a wholly owned indirect subsidiary of Charter which will become "New Charter," which
shall become the ultimate parent of Grantee ("Transaction"); and,
WHEREAS, the ultimate control of Grantee will not change as a result of this corporate
restructuring, and the stockholders of Charter shall become the stockholders of New Charter;
and,
WHEREAS, on or about August 29, 2014 the City received from Grantee, FCC Form
394 - Application for Franchise Authority Consent to Assignment or Transfer of Control of
Cable Television Franchise ("Application"); and,
WHEREAS, Federal law and the terms of the Franchise require that the City take action
to consider the Application within one hundred twenty (120) days of the date of receipt, or on
or before December 27, 2014; and,
WHEREAS, Section 91 B.08 of the City's Cable Television Regulatory Ordinance
requires the City's advance written consent prior to the Grantee's change in ownership; and,
WHEREAS, as a result of the proposed Transaction Grantee has requested consent
from the City to the proposed change in ownership; and,
i
i
I
• 548-14 D5
WHEREAS, the City has reviewed the proposed Transaction, and based on information
provided by Grantee and Comcast and on the information received by the City, the City has
elected to approve the proposed Transaction subject to certain conditions as set forth herein.
NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of
Rochester, Minnesota, that the City agree to the following:
1. All of the above recitals are hereby incorporated by reference as if fully set
forth herein.
2. The Franchise is in full force and effect and Grantee is the lawful holder of
the Franchise.
3. The City hereby consents and approves of the proposed Transaction.
4. Grantee will be the lawful holder of the Franchise after completion of the
Transaction.
5. The City's consent to the Transaction shall not serve to waive any rights
City may have to hold Grantee liable for any and all liabilities, known and
unknown, under the Franchise.
• 6. In the event the proposed Transaction contemplated by the foregoing
resolution is not completed, for any reason, the City's consent shall not be
effective.
PASSED AND ADOPTED BY THE COMMON COUNCIL OF THE CITY OF
ROCHESTER, MINNESOTA. THIS 15th DAY OF DECEMBER , 2014.
PRES�—N�SAI�MON COUNCIL
ATTEST:
CITY CLERK
APPROVED THIS 16th DAY OF DECEMBER 2014,
MAYOR OF SAID CITY
• Res101Resolu.CableFranchiseTransfer1