HomeMy Public PortalAbout2005_12_13_r188The Town of
Leesburg,
Virginia
RESOLUTION NO.
2005-188
PRESENTED December 13, 2005
ADOPTED December 13, 2005
A RESOLUTION: DENYING THE TRANSFER AND ASSIGNMENT OF THE CABLE
TELEVISION FRANCHISE AND CABLE SYSTEM HELD BY
CENTURY CABLE HOLDINGS, LLC, TO CABLE HOLDCO
EXCHANGE V, LLC, AND THE SUBSEQUENT TRANSFER OF
CONTROL OF CABLE HOLDCO EXCHANGE V, LLC, TO
COMCAST CORPORATION
WHEREAS, as of October 31, 2000, the Town of Leesburg ("Town"), pursuant to
Chapter 5.1 of the Town Code ("Cable Ordinance"), entered into a Franchise Agreement
("Franchise") with Adelphia Communications Corporation ("Adelphia"), which granted to
Adelphia a nonexclusive franchise to construct, operate and maintain a cable system in the
streets and rights-of-way of the Town to provide cable television service to the residents of the
Town (the cable system in the Town of Adelphia and its successors being hereinafter referred to
as the "System"); and
WHEREAS, by Town Resolution No. 2000-218, adopted on October 31, 2000, the Town
consented to the transfer of the Franchise and the System from Adelphia to Century Cable
Holdings, LLC ("Century" or "Franchisee"), an indirect subsidiary of Adelphia; and
WHEREAS, Article IV of the Cable Ordinance, Sections 5.1-15 through 5.1-16 provides,
among other things, that neither the Franchisee's fights or obligations under the Franchise, nor
the Franchisee's System, may be assigned or transferred to another person without the prior
consent of the Town; and
WHEREAS, Adelphia and Century are currently in Chapter 11 bankruptcy proceedings;
and
RESOLUTION:
-2-
DENYING THE TRANSFER AND ASSIGNMENT OF THE CABLE
TELEVISION FRANCHISE AND CABLE SYSTEM
WHEREAS, pursuant to an Asset Purchase Agreement dated April 20, 2005, between
Adelphia and Time Wamer NY Cable LLC ("TWNY"), the right to purchase Century's System
will be acquired by TWNY and assigned by TWNY to a wholly-owned subsidiary of TWNY,
Cable Holdco Exchange V, LLC ("Cable Holdco"), which will purchase the System and the
Franchise from Century (the "Adelphia Transaction"); and
WHEREAS, upon consummation of the Adelphia Transaction, the System and the rights
and obligations of the Franchise will be transferred from Century to Cable Holdco; and
WHEREAS, pursuant to an Exchange Agreement dated April 20, 2005, between Time
Warner Cable Inc. ("TWC"), and Comcast Corporation ("Comcast"), 100% of the equity
securities in the Comcast subsidiary C-Native Exchange III, L.P., will be exchanged for 100% of
the equity securities of Cable Holdco, whereby control of Cable Holdco will be transferred from
TWC to Comcast (the "Exchange Transaction") (the "Adelphia Transaction" and the "Exchange
Transaction" being hereinafter referred to collectively as the "Transfer Transactions"); and
WHEREAS, upon consummation of the Exchange Transaction, control of Cable Holdco
will be transferred from TWC to Comcast, and Cable Holdco will be a wholly-owned indirect
subsidiary of Comcast; and
WHEREAS, on or about June 14, 2005, (1) Century and Cable Holdco filed a FCC Form
394 with the Town requesting the Town's consent to the transfer and assignment of the
Franchise and the System from Century to Cable Holdco; and (2) TWC and Comcast of
Indiana/Michigan/Texas, LP ("CIMT"), an indirect wholly-owned subsidiary of Comcast, filed a
FCC Form 394 requesting the Town's consent to the subsequent transfer of control of Cable
Holdco from TWC to CIMT (the FCC Form 394s, together with all subsequent correspondence
RESOLUTION:
-3-
DENYING THE TRANSFER AND ASSIGNMENT OF THE CABLE
TELEVISION FRANCHISE AND CABLE SYSTEM
and information provided by Century, Adelphia, Cable Holdco, TWC and Comcast concerning
the FCC Form 394 applications and the Transfer Transactions being hereinafter referred to as the
"Application"); and
WHEREAS, on or about July 12, 2005, the Town sent a letter to Comcast, with courtesy
copies to Century and TWC, requesting further information about the Application and the
Transfer Transactions; and
WHEREAS, on or about July 25, 2005, Comcast responded by letter to the Town's
July 12 letter, providing the information requested in the Town's July 12 letter; and
WHEREAS, by letter dated September 23, 2005, Comcast, Adelphia and TWC consented
to an extension of the one hundred twenty (120) day deadline of 47 U.S.C. § 537 and Section
5.1-15(0 of the Cable Ordinance, through and including November 10, 2005; and
WHEREAS, by letter dated November 2, 2005, Comcast, Adelphia and TWC consented
to a further extension of the one hundred twenty (120) day deadline of 47 U.S.C. § 537 and
Section 5.1-15(0 of the Cable Ordinance, through and including November 24, 2005; and
WHEREAS, by letter dated November 21, 2005, Comcast, Adelphia and TWC consented
to a further extension of the one hundred twenty (120) day deadline of 47 U.S.C. §537 and
Section 5.1-15(0 of the Cable Ordinance, through and including December 15, 2005; and
WHEREAS, the Town Council has reviewed and relied upon the representations made in
the Application, as well as all relevant documents, staff reports, the Cable Commission's report
and recommendations, and the comments and recommendations of the public concerning the
Transfer Transactions; and
RESOLUTION:
-4-
DENYING THE TRANSFER AND ASSIGNMENT OF THE CABLE
TELEVISION FRANCHISE AND CABLE SYSTEM
WHEREAS, the information contained in the Form 394 fails to provide character
qualifications for Cable Holdco Exchange V LLC as required by Section 5.1-15(e) as defined in
5.1-9 (g); and
WHEREAS, the information contained in the Form 394 fails to provide financial
qualifications for Cable Holdco Exchange V LLC as required by Section 5.1-15(e) as defined in
5.1-9 (h); and
WHEREAS, the information contained in the Form 394 fails to provide technical
qualifications for Cable Holdco Exchange V LLC as required by Section 5.1-15(e) as defined in
5.1-9 (i); and
WHEREAS, Cable Holdco Exchange V LLC refuses to pay the Town reasonable transfer
related costs as required by Section 5.1-16; and
WHEREAS, Cable Holdco Exchange V LLC refuses to agree to cure the outstanding
default under the Franchise for failure to bring the access studio and equipment into compliance
with current levels of technology.
THEREFORE, RESOLVED by the Council of the Town of Leesburg, Virginia that:
SECTION I. The Council hereby denies to authorize any transfer of the Adelphia
Transaction resulting in Cable Holdco Exchange V, LLC, becoming the franchisee under the
Franchise, and the Exchange Transaction transferring control of Cable Holdco Exchange V,
LLC, from TWC to Comcast unless the following actions are taken no later than December 31,
2005:
1.
2.
The parties execute the attached Assignment of Franchise Agreement; and
The Town is reimbursed 100% of the attorney fees and costs incurred by
outside counsel as required by Section 5.1-16; and
RESOLUTION:
-5-
DENYING THE TRANSFER AND ASSIGNMENT OF THE CABLE
TELEVISION FRANCHISE AND CABLE SYSTEM
3. The Town receives the sum of $10,000.00 in settlement of the existing
default pertaining to the failure to bring the access studio and equipment into
compliance with current levels of technology; and
4. Comcast and Time Warner Cable Inc. guarantee in writing the performance
of Cable Holdco Exchange V, LLC for the period of time that they
respectively exercise control over Cable Holdco Exchange V, LLC.
SECTION II. In the event the requirements of Section I are satisfied by December 31,
2005, consent is given to becoming the franchisee under the Franchise, and the Exchange
Transaction transferring control of Cable Holdco Exchange V, LLC, from TWC to Comcast.
Exchange V, LLC, becoming the franchisee under the Franchise, and the Exchange Transaction
transferring control of Cable Holdco Exchange V, LLC, from TWC to Comcast.
SECTION III. This Resolution is a final decision on the Application within the meaning
of 47 U.S.C. §537, and for these purposes the Application is deemed acted upon on the date this
Resolution is adopted by the Council.
PASSED this 13th day of December 2005.
~'g-,a4~n C. O~nstattd, M'dyor - ' (r
Town of Leesburg
ATTEST:
lerk o~ Council
R05:adelphiadeniall213