HomeMy WebLinkAbout[04d] Franchise Assignment crrY cap .tcsc:PH Council Agenda Item 41d]
MEETING DATE: January 7, 2019
AGENDA ITEM: Assignment of Franchise—Requested Action: Authorize the Mayor and
Administrator to execute Resolution 2019-003 consenting to the
assignment of the charter franchise.
SUBMITTED BY: Administration
BOARD/COMMISSION/COMMITTEE RECOMMENDATION: N/A
PREVIOUS COUNCIL ACTION: None
BACKGROUND INFORMATION: The City Attorney has reviewed the information provided by
Charter and there is no reason to not approve the assignment. Charter is in good standing with the City,
fulfilling the terms of the Franchise.
BUDGET/FISCAL IMPACT:
ATTACHMENTS: Charter—Consent to Assign Franchise
Resolution 2019-003 Consenting to Assignment of Franchise
REQUESTED COUNCIL ACTION: Authorize the Mayor and Administrator to execute Resolution
2019-003 Consent to Assignment of Franchise.
,natytsfult,vt.rfm
CITY OF ST. JOSEPH
Resolution 2019-003
RESOLUTION TO CONSENT TO ASSIGNMENT OF FRANCHISE
Charter Communications
WHEREAS, CC 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(the"Franchise Authority"); and
WHEREAS, Charter Communications, Inc. ("Charter"), the parent company of Franchisee is
reducing the number of operating entities and subsidiaries and is aligning its cable operations into
regional entities;and
WHEREAS, as part of this reorganization, Franchisee will merge into another subsidiary of
Charter, Spectrum Mid-America,LLC,assign the Franchise to Spectrum Mid-America,LLC: and;
WHEREAS, Spectrum Mid-America,LLC shall become the new franchise holder in City of St.
Joseph;and.
WHEREAS,neither the ultimate control, nor the operations of the cable system or provision of
service will change as a result of the reorganization;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 approves of the
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 not defaults under the Franchise. Subject to compliance with the
terms of this Resolution, all action necessary to assign the Franchise to Charter has been duly
and validly taken.
3. Charter or Spectrum Mid-America, LLC 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 interest 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, Spectrum Mid-America, LLC shall 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 Spectrum Mid-America,
LLC, and the Franchise Authority shall not amend or to otherwise alter this Resolution without
the consent of Spectrum Mid-America,LLC and Charter.
PASSED, ADOPTED AND APPROVED this day of , 2019.
CITY OF ST. JOSEPH
By
Rick Schultz, Mayor
By
Judy Weyrens, City Administrator
Charter Adam E.Falk
COMMUNHCATIONS
October 1,2018
Ms.Judy Weyrens
City Administrator-Clerk
City of St.Joseph
75 Callaway Street East
Saint Joseph,MN 56374
Re: FCC Form 394
Dear City Administrator-Clerk Weyrens:
Charter Communications, Inc. ("Charter"), in an internal administrative exercise, is simplifying its operating
structure by reducing the number of operating entities and subsidiaries, and by aligning its cable operations into
regional entities. This realignment will have no effect on the legal, financial or technical qualifications of Charter or
the services and operations provided in your community. As a result, the operating entity that holds the cable
franchise in your community will change by merging into another subsidiary of Charter, Spectrum Mid-America,
LLC,and assigning the cable franchise to Spectrum Mid-America. LLC, which will become the franchisee in your
community.
You are not required to take action on this submission to effect this change. If. however, you believe that your
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 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 process. If you
believe consent is necessary, we ask 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 to continue 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
601 MASSACHUSETTS AVENUE NW,SUITE 400,WASHINGTON DC 20001 0 202.621.1910 M 202.713.8860 adam.falk@charter.corn
RESOLUTION NO.
CONSENT TO ASSIGNMENT OF FRANCHISE
WHEREAS, CC 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 (the "Franchise Authority"); and
WHEREAS, Charter Communications, Inc. ("Charter"), the parent company of
Franchisee is reducing the number of operating entities and subsidiaries and is aligning its cable
operations into regional entities; and
WHEREAS, as part of this reorganization, Franchisee will merge into another subsidiary
of Charter, Spectrum Mid-America, LLC, assign the Franchise to Spectrum Mid-America, LLC;
and
WHEREAS, Spectrum Mid-America, LLC shall become the new franchise holder in City
of St. Joseph; and
WHEREAS, neither the ultimate control, nor the operations of the cable system or the
provision of service will change as a result of the reorganization; 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 approves of the
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
the terms of this Resolution, all action necessary to assign the Franchise to Charter has been duly
and validly taken.
3. Charter or Spectrum Mid-America, LLC 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,
SMRH:22807101 Ll -1-
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, Spectrum Mid-America, LLC shall 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 Spectrum
Mid-America, LLC, and the Franchise Authority shall not amend or otherwise alter this
Resolution without the consent of Spectrum Mid-America, LLC and Charter.
PASSED, ADOPTED AND APPROVED this day of , 2018.
By:
Name:
Title:
ATTEST:
Clerk
SMRH:22807101 1.1 -2-
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:October 1, 2018 1.Community Unit Identification Number:MN1119
2.Application for: ®Assignment of Franchise ❑Transfer of Control
3. Franchising authority: City of St.Joseph
4. Identify community where the system/franchise that is the subject of the assignment or transfer of control is located:
St.Joseph
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
in the franchise as required to be provided to the franchising authority when requesting its approval of the type of Exhibit No.
transaction that is the subject of this application. [[as necessary]]
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)
CC VIII Operating, LLC
Assumed name used for doing business(if any)
Mailing street address or P.O. Box
12405 Powerscourt Drive
City State ZIP Code Telephone No. (include area code)
St. Louis MO 63131 202.691.1910
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
transferor/assignor and transferee/assignee?
❑ Yes ® No
If No,explain in an Exhibit
See Exhibit No. 1
SMRH:22807101 1.1 -1-
PART II-TRANSFEREE/ASSIGNEE
1.(a) Indicate the name,mailing address,and telephone number of the transferee/assignee.
Legal name of Transferee/Assignee(if individual, list last name first)
Spectrum Mid-America, LLC
Assumed name used for doing business(if any)
N/A
Mailing street address or P.O. Box
12405 Powerscourt Drive
City State ZIP Code Telephone No. (include area code)
St.Louis MO 63131 202.691.1910
(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)
Charter Communications,Inc.
Mailing street address or P.O.Box
601 Massachusetts Ave. NW,Suite 400
City State ZIP Code Telephone No. (include area code)
Washington DC 20001 202-621-1910
(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
(d) Indicate the address where the system's records will be maintained.
Street address
12405 Powerscourt Drive
City State ZIP Code
St. Louis MO 63131
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.
2
SMRH:22807101 1.I -2-
' SECTION II. TRANSFEREE'S/ASSIGNEE'S LEGAL QUALIFICATIONS
1. Transferee/Assignee is:
X Corporation a. Jurisdiction of incorporation: d. Name and address of registered agent in
Delaware jurisdiction:
b. Date of incorporation: Corporation Service Company
February 6,2012 251 Little Falls Drive
Wilmington,DE 19808
c. For profit or non-for-profit:
For profit
Limited Partnership a. Jurisdiction in which formed: c. Name and address of registered agent in
jurisdiction:
b: Date of formation:
General Partnership a. Jurisdiction whose laws govern formation: b. Date of formation:
Individual
Other-Describe in an exhibit Exhibit No.
N/A
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
lettered 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
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.)
(d) Number of shares or nature of partnership interest.
(e) Number of votes.
(f) Percentage of votes.
(a) See Exhibit 3
(b)
(c)
(d)
(e)
(f)
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.
4
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)?
❑ Yes E 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.
7
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.
IS) 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, eumnicry 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.
9
SMRH:22807101 1.1 -4-
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.
WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE PUNISHABLE Date
BY FINE AND/OR IMPRISONMENT. U.S.CODE,TITLE October 1,2018
18,SECTION 1001. Print full name
Adam Falk
Check appropriate classification:
❑ Individual ❑General Partner ® Corporate Officer
Other. Explain:
Senior Vice President of 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. --�
�at----cam zG
WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE PUNISHABLE Date
BY FINE AND/OR IMPRISONMENT. U.S. CODE,TITLE October 1,2018
18, SECTION 1001.
Adam E.Falk
Check appropriate classification:
❑ Individual ❑General Partner
®Corporate Officer ❑ Other: Explain:
Senior Vice President,State Government Affairs
SMRH:228071011.1 -5-
Exhibit I
DESCRIPTION OF TRANSACTION
The internal reorganization will reduce the number of operating entities and subsidiaries of the assignee's parent,
Charter Communications, Inc. ("Charter") and will align Charter's cable operations into regional entities. The steps
necessary to complete this internal reorganization will conclude and be fully consummated by approximately the
second quarter of 2019, and will produce no operational changes. There is no single agreement or similar
instrument or conveyance specifying the terms of the internal reorganization, and the internal reorganization will
have no effect on the legal qualifications or the services and operations provided in your community.
SMRH:22807101 I.1 -6-
Exhibit 2
Assignee, 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 ol'the internal reorganization. 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 those changes cannot be specified now. For these reasons,
assignee, and the legal entity holding the franchise for the cable system that is the subject of this Form 394, reserves
the right to make service and operational changes in accordance with the terms of the franchise and applicable law.
SMRH:22807 t 011.1 -7-
Exhibit 3
Spectrum Mid-America, LLC is a subsidiary of Charter, a publicly traded Delaware corporation. Contingent upon
the events described in Exhibit I, the current cable franchisee will merge with and into Spectrum Mid-America,
LLC which will become the surviving entity,and the new franchisee in your community, with no change or impact
to the existing shares or shareholders of the ultimate parent, Charter.
The following table sets forth each holder of more than 5%c of outstanding shares of the Class A common stock of
Charter as of February 23, 2018:
Shares Beneficially O«ned(1)
Name
Number Percent of Class
5% Stockholders:
Liberty Broadband Corporation(2) 70,096.104 25.01%
12300 Liberty Boulevard
Englewood, CO 80112
Advance/Newhouse Partnership(3) 34,778,200 12.7%
One World Trade Center,44th Floor
New York, New York 10007
(1) Beneficial ownership 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 23,
2018 are deemed to he 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. Percentage of beneficial ownership is based on 237,788,840 shares of Class A common stock
outstanding as of February 23, 2018, including Charter Communications Holdings, LLC common and preferred
units on an as-if-converted basis. Each holder of Class A common stock is entitled to one vote per share. 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.
Each share of Class A common stock is entitled to one vote.
SMRH22807101 1.1 -8-
(2) Based on the Schedule I 3D/A filed by Liberty Broadband on December 29, 2017. Of the shares reported in the
Schedule I3D/A, Liberty Broadband reported that it had sole voting and dispositive power over 54,072,264
shares, that it shared voting and dispositive power with Liberty Interactive Corporation with respect to
5,358,401 shares and that it shared voting and dispositive power with A/N over 16,023,840 shares on an as-
converted and as-exchanged basis.John C. Malone, Chairman of the Board of Directors of Liberty Broadband
and a director emeritus of Charter, may be deemed to have voting and dispositive control, pursuant to Rule I 3d-
3(a), over the shares of Charter owned by Liberty Broadband as a result of the positions he holds with Liberty
Broadband as well as his control of approximately 47% of the voting power of Liberty Broadband, among other
factors. Mr.Malone, however, disclaims beneficial ownership of any'Charter shares owned by Liberty
Broadband on the basis that he is not, individually, a party to any agreement, arrangement or understanding
relating to the voting or disposition of any such shares. Decisions with respect to the voting or disposition of
any Charter shares owned by Liberty' Broadband are made by Liberty Broadband's hoard of directors.
(3) Based on a Schedule I3D, Amendment No. 2, dated December 21, 2017 and filed on December 22, 2017 by
Advance/Newhouse Partnership ("A/N"), Newhouse Broadcasting Corporation ("NB') Advance Publications,
Inc. ("AP"), Newhouse Family Holdings,L.P. ("NE") and Advance Long-Term Management Trust ('ALM..).
The i 3D, Amendment No. 2, reports as follows: A/N, NB. AP, NF and ALM reported sole voting and
dispositive power over all 34,788.200 of the reported shares. The 13D, Amendment No. I. reported that the
shares reported as beneficially owned represented 34.788,200 shares of Class A Common Stock(including
Class B Common Units and Convertible Preferred Units on an as-converted, as-exchanged bask).
The Principal Officers and Directors of Charter appear below.
OFFICERS
Thomas M. Rutledge Chairman and Chief Executive Officer
John R. Bickham President and Chief Operating Officer
Christopher L. Winfrey Chief Financial Officer
David Ellen Senior Executive Vice President
Richard R. Dykhouse Executive Vice President, General Counsel and Corporate Secretary
Jonathan Hargis Executive Vice President, Chief Marketing Officer
Thomas Adams Executive Vice President, Field Operations
Michael Dwight Bair Executive Vice President,Spectrum Networks
James Blackley Executive Vice President, Engineering and Information Technology'
Catherine C. Bohigian Executive Vice President, Government Affairs
Richard J. DiGeronimo Executive Vice President, Product and Strategy'
David Kline Executive Vice President and President of Spectrum Reach
Paul Marchand Executive Vice President, Human Resources
Kathleen Mayo Executive Vice President, Customer Operations
Phillip Meeks Executive Vice President and President of Spectrum Enterprise
Thomas Montemagno Executive Vice President, Programming Acquisition
James Nuzzo Executive Vice President, Business Planning
David Scott Weber Executive Vice President, Network Operations
Kevin D. Howard Senior Vice President, Finance, Controller,Chief Accounting Officer
(Remainder of page inteniio,wl/v le/!blank(
SMRH:228071011.1 -9-
DIRECTORS
W. Lance Conn John D. Markley,Jr. Michael A. Newhouse
Kim C. Goodman David C. Merritt Mauricio Ramos
Craig A.Jacobson James E. Meyer Steven A. Miron
Thomas M. Rutledge Gregory B. Maffei Balan Nair
Eric L. Zinterhofer
John C. Malone—Director Emeritus
The business address for all officers and directors is 400 Atlantic Street, Stamford, CT 06901.
SMRH:22807101 1.I -10-
Exhibit 4
Assignee is a Delaware limited liability company and an affiliate of the legal entity holding the franchise. To the
extent required by applicable law, the assignee is or will he after the closing of the transactions, qualified to transact
business in the State or Commonwealth in which the system is operated.
SMRH:22807101 I.1 -1 1-
Exhibit 5
Assignee has had no interest in, or connection with, an application that has been dismissed or denied by a
franchising authority. In May 2018, another Charter affiliate applied to the New York Public Service Commission
(-NYPSC-) for approval of a transfer of certain cable systems serving several towns in Hamilton County, New
York. Despite transfer approvals from the towns within which the cable systems were located, the NYPSC did not
approve the transaction. Charter decided not pursue the systems further. See Application of Time Warner Coble
Northeast LLC for Approval of a Transfer of Control of Five Cable Television Franchises from Hamilton Comity
Cable 7'.V., Inc. Case 17-V-0733 (May 17,2018).
SMRH?28o7101 1.I -1 2-
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 Assignee or parents, affiliates, or subsidiaries related to any of the items listed in
Section II, Question 5 of the assignee FCC Form 394.150
United States of America and State of Nein York r. Verizon Communications, Inc. et al. Case No. 1:12-CV-01354
(2013). A Charter predecessor,Time Warner Cable Inc. ("TWC") in 2013 entered into a settlement agreement that
resulted in a final order issued by the United States District Court in the District of Columbia resolving certain
antitrust claims brought against a number of communications providers including TWC.
Besars r. Charter, Wisconsin Department of Workforce Development(DWD) Complaint No. CR201000952.
Complainant alleged that she was discriminated against based on her conviction record when an 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.
Ca.stellcnro r. Charter, United States District Court for the Western District of Washington No. 12-cv-05845.
Complainant alleged that he was discriminated against based on disability and was also retaliated against. On
February 26. 2014, a jury verdict was entered against Charter.
Castilla and Booruak s. Time Warner Cable of New York City, a Division of lime Warner Entertainment Co., L.P.,
United States District Court for the Southern District of New York No. I:09-cv-7644. Plaintiffs (then current
employees) alleged claims of discrimination and harassment based on race and national origin and retaliation in
violation of Title VII. the New York State Human Rights Law and New York City Human Rights Lasv on
September 2, 2009. The Court dismissed Boonnak's claims in their entirety at trial following the presentation of
Plaintiffs'case. With respect to Castillo_the jury found for TWC on eight of his nine claims, and awarded him a de
minimus award of S5,000 on his claims of harassment under the Ness York City Human Rights Law (which
provides a more lenient standard of recovery compared to its federal and state counterparts).
Charter Communications and Time Warner Cable Joint Petition, 15-01446/15-M-0388. The New York Public
Service Commission ("NYPSC") revoked its January 2016 approval of Charter's acquisition of Time Warner
Cable's ("TWC') New York operations. To implement aspects of this first order, the NYPSC filed a judicial
petition in New York state court on July 30, 2018 seeking penalties and injunctive relief. Charter has substantial
defenses and appeal rights, is defending against these unprecedented actions by the NYPSC and believe that it is in
compliance with the NYPSC's conditions of its approval of Charter's acquisition of TWCCs New York operations
and with applicable law.
C'ourtain r. Charter, Superior Court of California, County of Butte, No. 161016. Plaintiff, a former Charter
Account Executive, filed a wage claim with the California Labor Commissioner, alleging that he was not paid for all
earned commissions. Specifically, Plaintiff asserts 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.
Gostola i Charter, United States District Court for the Eastern District of Michigan, No. 13-15165-BC. On
December 18,2013 Plaintiff alleged that Charter interfered with her FMLA leave 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 and Charter ultimately resolved the matter through settlement on May 19, 2015.
Kidd s'. Charter, United States District Court for the Western District of Michigan No. 1:13-cv-493.
ISO With respect to employment claims related to properties previously owned by Charter predecessor Bright House
Networks, LLC, records were located dating back to 2012.
SMRH:22807101 1 1 -13-
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.
March/ v. Charter, EEOC and 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
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 and the administrative law judge's decision was upheld.
Perona r. Time Warner Cable, United States District Court for the Central District of California No. 5:14-CV-
02501-PA MWF-SP. On October 20, 2014, Plaintiff alleged that TWC discriminated against her because of her
disability, failed to accommodate her disability, failed to engage in the interactive process with her, retaliated against
her. and wrongfully terminated her. After TWC obtained partial summary judgment,TWC prevailed on disability
discrimination, failure to accommodate, retaliation, LIED. and claims relating to an alleged unlawful medical inquiry
at trial, but a jury verdict was entered in favor of Plaintiff on one cause of action.failure to engage in the interactive
process, for S 160.000.
•
SMRH:22807101 1.1 -14-
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. In addition to the Collateral Agreement, the following agreements provide security rights that are pari
passu with those under the Collateral Agreement: (I) Collateral Agreement, dated as of May 18, 2016, by certain
subsidiaries of Charter Communications, Inc. in favor of The Bank of New York Mellon Trust Company, N.A., as
collateral agent; and(2) Guarantee and Collateral Agreement, dated as of July 16,2018, by certain subsidiaries of
Charter Communications, Inc. in favor of Wells Fargo Trust Company, N.A., as Collateral Agent.
SMRH:22807101 1.1 -15-
Exhibit 8
A copy of Charter's Annual Report on Form 10-K filed with the Federal Securities and Exchange Commission for
the year ending December 31, 2017 is available at:
https://www.sec.gov/Archives/edgar/data/1091667/000109166718000025/0001091667-18-000025-index.htm
A copy of Charter's Quarterly Report on Form I O-Q filed with the Federal Securities and Exchange Commission for
the quarter ending April 15, 2018 is available at:
https://www.sec.gov/Archives/edgar/data/109 1667/000109166718000063/0001091667-18-000063-index.htm
A copy of Charter's Quarterly Report on Form 1 0-Q filed with the Federal Securities and Exchange Commission for
the quarter ending June 30, 2018 is available at:
https://www.sec.gov/Archives/edgar/data/1091667/000109166718000090/0001091667-18-000090-index.htm
SMRH:228071011.1 -16-
Exhibit 9
Assignee is a subsidiary of Charter. Charter is the second largest cable operator in the United States and a leading
broadband communications services company providing video, Internet and voice services to approximately 27.2
million residential and business customers as of December 31, 2017. Domiciled in Delaware and headquartered in
Stamford, Connecticut, Charter operates in 43 states and employs more than 93,000 people.
Charter's core strategy is to deliver high quality products at competitive prices,combined with outstanding service.
Streamlining its operating structure will enable Charter to continue offering high-quality,competitively priced
services more efficiently, while continuing to invest in new products and services. This FCC Form 394 relates
solely to a simplification of Charter's operating structure and its provision of cable service and there will be no
change to Charter's technical qualifications to continue to provide cable service over a cable system.
More information regarding Charter's products and services is available at:
https://www.sec.gov/Archives/edgar/data/1091667/000109166718000025/0001091667-18-000025-i ndex.htm.
SMRH:22807 t 011.1 -17-
Federal Communications Commission Approved by OMB
Washington,DC 20554 3060-0573
FCC 394
APPLICATION FQR FRANCHISE AUTHORITY
CONSENT TO ASSIGNMENT OR TRANSFER OF CONTROL
OF CABLE TELEVISION FRANCHISE
FOR FRANCHISE AUTHORITY USE ONLY
SECTION I. GENERAL INFORMATION
DATE:October 1,2018 1.Community Unit Identification Number:MN1119
2.Application for: ®Assignment of Franchise ❑Transfer of Control
3. Franchising authority: City of St.Joseph
4. Identify community where the system/franchise that is the subject of the assignment or transfer of control is located:
St.Joseph
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 [[as necessary]]
transaction that is the subject of this application.
PART 1-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)
CC VIII Operating,LLC
Assumed name used for doing business(if any)
Mailing street address or P.O. Box
12405 Powerscourt Drive
City State ZIP Code Telephone No.(include area code)
St.Louis MO 63131 202.691.1910
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
transferor/assignor and transferee/assignee?
❑ Yes ® No
If No,explain in an Exhibit
See Exhibit No. 1
SMRH:228071011.1 -1-
PART II-TRANSFEREE/ASSIGNEE
1.(a) Indicate the name,mailing address,and telephone number of the transferee/assignee.
Legal name of Transferee/Assignee(if individual,list last name first)
Spectrum Mid-America,LLC
Assumed name used for doing business(if any)
N/A
Mailing street address or P.O.Box
12405 Powerscourt Drive
City State ZIP Code Telephone No. (include area code)
St.Louis MO 63131 202.691.1910
(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)
Charter Communications,Inc.
Mailing street address or P.O.Box
601 Massachusetts Ave.NW,Suite 400
City State ZIP Code Telephone No. (include area code)
Washington DC 20001 202-621-1910
(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
(d) Indicate the address where the system's records will be maintained.
Street address
12405 Powerscourt Drive
City State ZIP Code
St.Louis MO 63131
2. Indicate on an attached Exhibit any plans to change the current terms and conditions of service Exhibit No.
and operations of the system as a consequence of the transaction for which approval is sought. 2
SMRH:228071011.1 -2-
SECTION II. TRANSFEREE'S/ASSIGNEE'S LEGAL QUALIFICATIONS
1. Transferee/Assignee is:
X Corporation a. Jurisdiction of incorporation: d. Name and address of registered agent in
Delaware jurisdiction:
b. Date of incorporation: Corporation Service Company
February 6,2012 251 Little Falls Drive
Wilmington,DE 19808
c. For profit or non-for-profit:
For profit
Limited Partnership a. Jurisdiction in which formed: c. Name and address of registered agent in
jurisdiction:
b: Date of formation:
General Partnership a. Jurisdiction whose laws govern formation: b. Date of formation:
Individual
Other-Describe in an exhibit Exhibit No.
N/A
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
lettered 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
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.)
(d) Number of shares or nature of partnership interest.
(e) Number of votes.
(f) Percentage of votes.
(a) See Exhibit 3
(b)
(c)
(d)
(e)
(f)
-3-
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.
4
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)?
❑ 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.
7
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.
9
SMRH:228071011.1 -4-
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.
WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE PUNISHABLE Date
BY FINE AND/OR IMPRISONMENT. U.S.CODE,TITLE October 1,2018
18,SECTION 1001. Print full name
Adam Falk
Check appropriate classification:
El Individual ❑General Partner ®Corporate Officer El Other.Explain:
Senior Vice President of 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 October 1,2018
18,SECTION 1001.
Adam E.Falk
Check appropriate classification:
❑ Individual ❑General Partner ®Corporate Officer ❑Other:Explain:
Senior Vice President,State Government Affairs
SMRH:228071011.1 -5-
Exhibit 1
DESCRIPTION OF TRANSACTION
The internal reorganization will reduce the number of operating entities and subsidiaries of the assignee's parent,
Charter Communications,Inc. ("Charter")and will align Charter's cable operations into regional entities. The steps
necessary to complete this internal reorganization will conclude and be fully consummated by approximately the
second quarter of 2019, and will produce no operational changes. There is no single agreement or similar
instrument or conveyance specifying the terms of the internal reorganization,and the internal reorganization will
have no effect on the legal qualifications or the services and operations provided in your community.
SMRH:228071011.1 -6-
Exhibit 2
Assignee,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 internal reorganization. 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 those changes cannot be specified now. For these reasons,
assignee, and the legal entity holding the franchise for the cable system that is the subject of this Form 394,reserves
the right to make service and operational changes in accordance with the terms of the franchise and applicable law.
SMRH:228071011.1 -7-
Exhibit 3
Spectrum Mid-America,LLC is a subsidiary of Charter, a publicly traded Delaware corporation. Contingent upon
the events described in Exhibit 1,the current cable franchisee will merge with and into Spectrum Mid-America,
LLC which will become the surviving entity,and the new franchisee in your community, with no change or impact
to the existing shares or shareholders of the ultimate parent,Charter.
The following table sets forth each holder of more than 5% of outstanding shares of the Class A common stock of
Charter as of February 23,2018:
Shares Beneficially Owned(1)
Name
Number Percent of Class
5% Stockholders:
Liberty Broadband Corporation(2) 70,096,104 25.01%
12300 Liberty Boulevard
Englewood, CO 80112
Advance/Newhouse Partnership(3) 34,778,200 12.7%
One World Trade Center,44th Floor
New York,New York 10007
(1) Beneficial ownership 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 23,
2018 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.Percentage of beneficial ownership is based on 237,788,840 shares of Class A common stock
outstanding as of February 23, 2018, including Charter Communications Holdings,LLC common and preferred
units on an as-if-converted basis. Each holder of Class A common stock is entitled to one vote per share. 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.
Each share of Class A common stock is entitled to one vote.
SMRH:228071011.1 -8-
(2) Based on the Schedule 13D/A filed by Liberty Broadband on December 29,2017. Of the shares reported in the
Schedule 13D/A, Liberty Broadband reported that it had sole voting and dispositive power over 54,072,264
shares,that it shared voting and dispositive power with Liberty Interactive Corporation with respect to
5,358,401 shares and that it shared voting and dispositive power with A/N over 16,023,840 shares on an as-
converted and as-exchanged basis.John C.Malone,Chairman of the Board of Directors of Liberty Broadband
and a director emeritus of Charter,may be deemed to have voting and dispositive control,pursuant to Rule 13d-
3(a),over the shares of Charter owned by Liberty Broadband as a result of the positions he holds with Liberty
Broadband as well as his control of approximately 47%of the voting power of Liberty Broadband, among other
factors. Mr.Malone,however,disclaims beneficial ownership of any Charter shares owned by Liberty
Broadband on the basis that he is not,individually,a party to any agreement,arrangement or understanding
relating to the voting or disposition of any such shares.Decisions with respect to the voting or disposition of
any Charter shares owned by Liberty Broadband are made by Liberty Broadband's board of directors.
(3) Based on a Schedule 13D,Amendment No. 2,dated December 21,2017 and filed on December 22, 2017 by
Advance/Newhouse Partnership("A/N"),Newhouse Broadcasting Corporation("NB"),Advance Publications,
Inc. ("AP"),Newhouse Family Holdings,L.P. ("NF")and Advance Long-Term Management Trust("ALM").
The 13D,Amendment No. 2,reports as follows: A/N,NB, AP,NF and ALM reported sole voting and
dispositive power over all 34,788,200 of the reported shares.The 13D,Amendment No. 1,reported that the
shares reported as beneficially owned represented 34,788,200 shares of Class A Common Stock(including
Class B Common Units and Convertible Preferred Units on an as-converted,as-exchanged basis).
The Principal Officers and Directors of Charter appear below.
OFFICERS
Thomas M. Rutledge Chairman and Chief Executive Officer
John R. Bickham President and Chief Operating Officer
Christopher L.Winfrey Chief Financial Officer
David Ellen Senior Executive Vice President
Richard R.Dykhouse Executive Vice President,General Counsel and Corporate Secretary
Jonathan Hargis Executive Vice President, Chief Marketing Officer
Thomas Adams Executive Vice President,Field Operations
Michael Dwight Bair Executive Vice President, Spectrum Networks
James Blackley Executive Vice President,Engineering and Information Technology
Catherine C.Bohigian Executive Vice President,Government Affairs
Richard J.DiGeronimo Executive Vice President, Product and Strategy
David Kline Executive Vice President and President of Spectrum Reach
Paul Marchand Executive Vice President,Human Resources
Kathleen Mayo Executive Vice President,Customer Operations
Phillip Meeks Executive Vice President and President of Spectrum Enterprise
Thomas Montemagno Executive Vice President,Programming Acquisition
James Nuzzo Executive Vice President,Business Planning
David Scott Weber Executive Vice President,Network Operations
Kevin D.Howard Senior Vice President,Finance,Controller,Chief Accounting Officer
[Remainder of page intentionally left blank]
SMRH:228071011.1 -9-
DIRECTORS
W.Lance Conn John D.Markley,Jr. Michael A.Newhouse
Kim C. Goodman David C.Merritt Mauricio Ramos
Craig A.Jacobson James E. Meyer Steven A.Miron
Thomas M. Rutledge Gregory B.Maffei Balan Nair
Eric L.Zinterhofer
John C.Malone—Director Emeritus
The business address for all officers and directors is 400 Atlantic Street,Stamford,CT 06901.
SMRH:228071011.1 -10-
Exhibit 4
Assignee is a Delaware limited liability company and an affiliate of the legal entity holding the franchise. To the
extent required by applicable law,the assignee is or will be after the closing of the transactions,qualified to transact
business in the State or Commonwealth in which the system is operated.
SMRH:228071011.1 -11-
Exhibit 5
Assignee has had no interest in, or connection with, an application that has been dismissed or denied by a
franchising authority. In May 2018,another Charter affiliate applied to the New York Public Service Commission
("NYPSC")for approval of a transfer of certain cable systems serving several towns in Hamilton County,New
York. Despite transfer approvals from the towns within which the cable systems were located,the NYPSC did not
approve the transaction. Charter decided not pursue the systems further. See Application of Time Warner Cable
Northeast LLC for Approval of a Transfer of Control of Five Cable Television Franchises from Hamilton County
Cable T.V.,Inc. Case 17-V-0733 (May 17, 2018).
SMRH:228071011.1 -12-
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 Assignee or parents,affiliates,or subsidiaries related to any of the items listed in
Section II, Question 5 of the assignee FCC Form 394.180
United States of America and State of New York v. Verizon Communications, Inc. et al. Case No. 1:12-CV-01354
(2013). A Charter predecessor,Time Warner Cable Inc. ("TWC")in 2013 entered into a settlement agreement that
resulted in a final order issued by the United States District Court in the District of Columbia resolving certain
antitrust claims brought against a number of communications providers including TWC.
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 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.
Castellano v. Charter,United States District Court for the Western District of Washington No. 12-cv-05845.
Complainant alleged that he was discriminated against based on disability and was also retaliated against. On
February 26, 2014,a jury verdict was entered against Charter.
Castillo and Boonnak v. Time Warner Cable of New York City, a Division of Time Warner Entertainment Co., L.P.,
United States District Court for the Southern District of New York No. 1:09-cv-7644. Plaintiffs(then current
employees) alleged claims of discrimination and harassment based on race and national origin and retaliation in
violation of Title VII,the New York State Human Rights Law and New York City Human Rights Law on
September 2, 2009. The Court dismissed Boonnak's claims in their entirety at trial following the presentation of
Plaintiffs'case. With respect to Castillo,the jury found for TWC on eight of his nine claims,and awarded him a de
minimus award of$5,000 on his claims of harassment under the New York City Human Rights Law(which
provides a more lenient standard of recovery compared to its federal and state counterparts).
Charter Communications and Time Warner Cable Joint Petition, 15-01446/15-M-0388. The New York Public
Service Commission("NYPSC")revoked its January 2016 approval of Charter's acquisition of Time Warner
Cable's("TWC")New York operations. To implement aspects of this first order,the NYPSC filed a judicial
petition in New York state court on July 30,2018 seeking penalties and injunctive relief. Charter has substantial
defenses and appeal rights,is defending against these unprecedented actions by the NYPSC and believe that it is in
compliance with the NYPSC's conditions of its approval of Charter's acquisition of TWC's New York operations
and with applicable law.
Courtain v. Charter, Superior Court of California,County of Butte,No. 161016. Plaintiff, a former Charter
Account Executive,filed a wage claim with the California Labor Commissioner, alleging that he was not paid for all
earned commissions. Specifically,Plaintiff asserts 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.
Gostola v. Charter,United States District Court for the Eastern District of Michigan,No. 13-15165-BC. On
December 18,2013 Plaintiff alleged that Charter interfered with her FMLA leave 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 and Charter ultimately resolved the matter through settlement on May 19,2015.
Kidd v. Charter,United States District Court for the Western District of Michigan No. 1:13-cv-493.
18°With respect to employment claims related to properties previously owned by Charter predecessor Bright House
Networks,LLC,records were located dating back to 2012.
SMRH:228071011.1 -13-
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.
Marcin v. Charter,EEOC and 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
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 and the administrative law judge's decision was upheld.
Perona v. Time Warner Cable, United States District Court for the Central District of California No. 5:14-CV-
02501-PA MWF-SP. On October 20, 2014,Plaintiff alleged that TWC discriminated against her because of her
disability,failed to accommodate her disability,failed to engage in the interactive process with her,retaliated against
her,and wrongfully terminated her. After TWC obtained partial summary judgment,TWC prevailed on disability
discrimination,failure to accommodate,retaliation,IIED,and claims relating to an alleged unlawful medical inquiry
at trial,but a jury verdict was entered in favor of Plaintiff on one cause of action,failure to engage in the interactive
process,for$160,000.
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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.In addition to the Collateral Agreement, the following agreements provide security rights that are pari
passu with those under the Collateral Agreement: (1)Collateral Agreement,dated as of May 18, 2016, by certain
subsidiaries of Charter Communications,Inc. in favor of The Bank of New York Mellon Trust Company,N.A.,as
collateral agent;and(2)Guarantee and Collateral Agreement,dated as of July 16,2018,by certain subsidiaries of
Charter Communications,Inc. in favor of Wells Fargo Trust Company,N.A.,as Collateral Agent.
SMRH:228071011.1 -15-
Exhibit 8
A copy of Charter's Annual Report on Form 10-K filed with the Federal Securities and Exchange Commission for
the year ending December 31,2017 is available at:
http s://www.sec.gov/Archives/edgar/data/1091667/000109166718000025/0001091667-18-000025-index.htm
A copy of Charter's Quarterly Report on Form 10-Q filed with the Federal Securities and Exchange Commission for
the quarter ending April 15, 2018 is available at:
https://www.sec.gov/Archives/edgar/data/1091667/000109166718000063/0001091667-18-000063-index.htm
A copy of Charter's Quarterly Report on Form 10-Q filed with the Federal Securities and Exchange Commission for
the quarter ending June 30, 2018 is available at:
https://www.sec.gov/Archives/edgar/data/1091667/000109166718000090/0001091667-18-000090-index.htm
SMRH:228071011.1 -16-
Exhibit 9
Assignee is a subsidiary of Charter. Charter is the second largest cable operator in the United States and a leading
broadband communications services company providing video, Internet and voice services to approximately 27.2
million residential and business customers as of December 31, 2017. Domiciled in Delaware and headquartered in
Stamford,Connecticut,Charter operates in 43 states and employs more than 93,000 people.
Charter's core strategy is to deliver high quality products at competitive prices,combined with outstanding service.
Streamlining its operating structure will enable Charter to continue offering high-quality,competitively priced
services more efficiently,while continuing to invest in new products and services. This FCC Form 394 relates
solely to a simplification of Charter's operating structure and its provision of cable service and there will be no
change to Charter's technical qualifications to continue to provide cable service over a cable system.
More information regarding Charter's products and services is available at:
https://www.sec.gov/Archives/edgar/data/1091667/000109166718000025/0001091667-18-000025-index.htm.
SMRH:228071011.1 -17-