HomeMy WebLinkAboutResolution No. 2005-082 Approving the Proposed Change of Control of Time WarnerONR
RESOLUTION NO. 2005-82
City of Edina
APPROVING THE PROPOSED CHANGE OF
CONTROL OF TIME WARNER
RECITALS:
1. On or about January 1, 1997, the City of Edina, Minnesota ("City") passed and
adopted Ordinance No. 1996-5, granting a Cable Television Franchise ("Franchise"),
currently held by Time Warner Cable Inc. ("Franchisee").
2. On or about June 14, 2005, Franchisee submitted to the City FCC Form 394,
Application for Franchise Authority Consent to Assignment or Transfer of Control of Cable
Television Franchise ("Form 394").
3. Form 394 constitutes Franchisee's application to transfer the system to MOC Holdco
II, Inc. which will wholly own Cable Holdco II Inc. ("Proposed Franchisee").
4. Pursuant to a Redemption Agreement, dated April 20, 2005, by and among Comcast
Cable Communications Holdings, Inc.; MOC Holdco II, Inc.; TWE Holdings I Trust, TWE
Holdings II Trust; Cable Holdco II Inc., Time Warner Cable Inc. and other related parties:
(a) the Franchisee cable system and Franchise will be assigned to a wholly-owned
subsidiary of Franchisee, Cable Holdco 11 Inc. and (b) immediately thereafter, pursuant to
the same Redemption Agreement, all of the stock of Cable Holdco II Inc. will be acquired by
MOC Holdco I1, Inc., an indirect wholly-owned subsidiary of Comcast Cable
Communications Holdings, Inc. The assignment and change of control described herein
shall collectively be referred to as the "Transaction."
5. Under the City's Cable Television Regulatory Ordinance ("Cable Ordinance") and
applicable law, the Transaction requires consent from the City.
6. The City is a member of the Southwest Suburban Cable Commission which has
conducted a review of the Transaction and issued a recommendation that the City approve
the Transaction subject to the conditions contained herein.
7. The City has reviewed the Transaction and the legal, technical, and financial
qualifications of MOC Holdco II, Inc. and its corporate parent entities.
8. Based on information obtained and on the reports and information received by City,
including the recommendation of the Southwest Suburban Cable Commission, the City has
elected to consent to the Transaction.
NOW, THEREFORE, the City of Edina, Minnesota hereby resolves as follows:
1. The Franchise is in full force and effect, and Franchisee is the lawful holder of the
Franchise.
2. Each of the foregoing recitals are hereby incorporated by reference.
3. The City hereby consents and approves of the Transaction as contemplated under the
Redemption Agreement, subject to:
a. Closing of the Transaction described in information provided to the City by
Franchisee and MOC Holdco II, Inc.
b. MOC Holdco 11, Inc., within thirty (30) days of the date of closing, notifying
the City in writing of the completion of the Transaction.
City Hall 952-927-8861
4801 WEST 50TH STREET FAX 952-826-0390
EDINA, MINNESOTA, 55424-1394 www.cityofedina.com TTY 952-826-0379
C. Cable Holdco II Inc., within thirty (30) days of the date of closing, providing
the City with a signed acceptance of this Resolution in the form attached hereto and
incorporated by reference.
4. The City hereby waives any right of first refusal which the City may have to purchase
the Franchise, or the cable television system serving the City, but only as such right of first
refusal applies to the request for approval of the Transaction now before the City.
5. By this consent the City does not make any representation that Franchisee is in
compliance with its obligations under the Franchise.
6. By this consent the City does not waive any of Franchisee's commitments, duties and
obligations under the Franchise, including any accrued and unfulfilled obligation of the
Franchisee, whether known or unknown, relating to the Franchise.
7. In the event the Transaction contemplated under the Redemption Agreement is not
completed, for any reason, or is modified in any material manner, the City's consent
provided hereunder shall not be effective.
Passed and adopted this 6th day of September 204 \
ATTEST:
City Clerk 1 Mayor
STATE OF MINNESOTA )
COUNTY OF HENNEPIN )SS
CITY OF EDINA )
CERTIFICATE OF CITY CLERK
I, the undersigned duly appointed and acting City Clerk for the City of Edina do hereby
certify that the attached and foregoing Resolution was duly adopted by the Edina City
Council at its Regular Meeting of September 6, 2005, and as recorded in the Minutes of
said Regular Meeting.
WITNESS my hand and seal of said City this day of , 20
City Clerk