HomeMy WebLinkAboutResolution - 2005-105 - Cable TV Transfer from Time Warner to Comcast - 09/06/2005 CITY OF EDEN PRAIRIE
HENNEPIN COUNTY, MINNESOTA
RESOLUTION NO. 2005-105
APPROVING THE PROPOSED CHANGE OF
CONTROL OF TIME WARNER
RECITALS:
1. On or about January 1, 1997, the City of Eden Prairie, Minnesota ("City") passed and
adopted Ordinance No. 52-96, 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 II 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 II, 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 Eden Prairie, 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 II, Inc., within thirty (30) days of the date of closing, notifying the
City in writing of the completion of the Transaction.
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.
This Resolution shall take effect and continue and remain in effect from and after the date of its
passage, approval,and adoption.
ADOPTED by the Eden Prairie City Council on September 6, 2005.
A.
4anc oa- kjj!"ayor
ATTEST:
Kat een Porta, City Clerk