HomeMy WebLinkAbout[04g] Charter Resolution CITY OF ST. JOSEPH
RESOLUTION 2015-027
Request to Transfer Charter Franchise
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 St. Joseph, 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 Authority has considered the Application and consents to the Transaction.
NOW, THEREFORE, BE IT RESOLVED by the City Council of St. Joseph, Minnesota 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 the terms of this
Resolution, any action necessary with respect to the Transaction and the Franchisee has been duly
and validly taken.
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 will remain bound by the lawful terms and
conditions of the Franchise.
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
CITY OF ST. JOSEPH
By: Rick Schultz
Mayor
ATTEST:
By: Judy Weyrens
City Administrator