Attachment Attachment 1

This document pretains to ITC-T/C-20100701-00269 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2010070100269_827084

ATTACHMENT 1

Answer to Question 9:

Application for transfer of control of Bresnan Digital Services, LLC (“Bresnan
Digital”), holder of International Section 214 Authorization ITC-214-20061117-
00525. Transfer of control will be a result of the merger of Bresnan Digital parent
company Bresnan Broadband Holdings, LLC (“Bresnan Broadband”) with a wholly-
owned subsidiary of Cablevision Systems Corporation (“Cablevision”), making
Bresnan Broadband a wholly-owned subsidiary of Cablevision, thus transferring
ultimate control of Bresnan Digital and its subsidiaries to Cablevision.

Bresnan Broadband of Colorado, LLC, Bresnan Broadband of Montana, LLC, Bresnan
Broadband of Utah, LLC, and Bresnan Broadband of Wyoming, LLC, each wholly-
owned subsidiaries of Bresnan Digital Services, LLC and currently controlled by
Applicant William J. Bresnan Revocable Trust, were listed as authorized entities,
pursuant to 47 C.F.R. § 63.21(h), in Bresnan Digital’s original application for
international Section 214 authorization file number ITC-214-20061117-00525. The
proposed transaction will also result in transfer of control of these subsidiaries.

Answer to Question 10:

Information requested by 47 C.F.R. § 63.18(c):

       Contact Information for Transferee Cablevision Systems Corporation:

              Michael E. Olsen
              Vice President, Law and Government Affairs
              Cablevision Systems Corporation
              1111 Stewart Avenue
              Bethpage, NY 11714
              516−803−2556 (telephone)
              (516) 803-2667 (facsimile)
              meolsen@cablevision.com

      Contact Information for Legal Counsel for Transferee Cablevision Systems
Corporation:

              Michael H. Pryor
              Mintz, Levin, Cohn, Ferris Glovsky & Popeo, PC
              701 Pennsylvania Avenue NW
              Washington, DC 20004
              202-434-7300 (telephone)
              202-434-7400 (facsimile)
              mhpryor@mintz.com


       Contact Information for Transferor William J. Bresnan Revocable Trust:

               Jeffrey S. DeMond
               Co-Executor
               William J. Bresnan Revocable Trust
               One Manhattanville Road
               Purchase, NY 10577
               914−641−3300

      Contact Information for Legal Counsel for Transferor William J. Bresnan
Revocable Trust:

               Michael C. Sloan
               Davis Wright Tremaine LLP
               Suite 800
               1919 Pennsylvania Avenue NW
               Washington, D.C. 20006-3401
               202-973-4200 (telephone)
               202-973-4499 (facsimile)
               michaelsloan@dwt.com


Information requested by 47 C.F.R. § 63.18(d):

        Cablevision Lightpath, Inc., a wholly-owned subsidiary of Applicant Cablevision
Systems Corporation, possesses a Section 214 Authorization to provide global facilities-
based services and resell international services between the United States and
international points (ITC-214-19940128-00025) and a blanket domestic Section 214
authorization under 47 C.F.R. § 63.01.

        Bresnan Digital Services, LLC, a wholly-owned subsidiary of Bresnan Broadband
Holdings, LLC and currently controlled by Applicant William J. Bresnan Revocable
Trust, possesses a Section 214 Authorization to provide global facilities-based services
and resell international services between the United States and international points (ITC-
214-20061117-00525) and a blanket domestic Section 214 authorization under 47 C.F.R.
§ 63.01.

        Bresnan Broadband of Colorado, LLC, Bresnan Broadband of Montana, LLC,
Bresnan Broadband of Utah, LLC, and Bresnan Broadband of Wyoming, LLC, each
wholly-owned subsidiaries of Bresnan Digital Services, LLC and currently controlled by
Applicant William J. Bresnan Revocable Trust, possesses a blanket domestic Section 214
authorization under 47 C.F.R. § 63.01. They were also listed as authorized entities,
pursuant to 47 C.F.R. § 63.21(h), in Bresnan Digital’s original application for
international Section 214 authorization file number ITC-214-20061117-00525.


Answer to Question 11:

       Question 11 asks whether any entity, directly or indirectly, owns at least ten (10)
percent of the equity in of the Transferee as determined by Section 63.18(h) of the
Commission’s rules.

               On April 8, 2010, Cablevision System Corporation (“Cablevision”) filed
a Proxy Statement with the Securities and Exchange Commission (“SEC”), which
contained information concerning stock ownership as of March 31, 2010.1/ As of that
date, the only entity that beneficially owned 10% or more of the combined voting
interest of any class of stock of Cablevision was a group comprised of Charles F.
Dolan and his family, which collectively beneficially owned 69.5% voting interest in
CVC. Members of the Dolan family have formed a “group” for purposes of Section
13D of the Securities and Exchange Act of 1934 (the “Dolan Family Group”).2/
The members of this group, all of whom are United States citizens, are: Charles F.
Dolan, individually and as a trustee of the Charles F. Dolan 2009 Revocable Trust
(the CFD 2009 Trust”), the Charles F. Dolan 2008 Grantor Retained Annuity Trust
#2 (the “2008 GRAT #2”), the Charles F. Dolan 2009 Grantor Retained Annuity Trust
#1 (the “2009 GRAT #1”), the Charles F. Dolan 2009 Grantor Retained Annuity Trust
#2 (the “2009 GRAT #2”), the Charles F. Dolan 2009 Grantor Retained Annuity Trust
#3 (the “2009 GRAT #3”) and the Charles F. Dolan 2010 Grantor Retained Annuity
Trust #1 (the “2010 GRAT #1”); Helen A. Dolan, individually and as a trustee of the
Helen A. Dolan 2009 Revocable Trust (the HAD 2009 Trust”), the Helen A. Dolan
2009 Grantor Retained Annuity Trust #1 (the “HAD 2009 GRAT #1”), the Helen A.
Dolan 2009 Grantor Retained Annuity Trust #2 (the “HAD 2009 GRAT #2”) and the
Helen A. Dolan 2010 Grantor Retained Annuity Trust #1; James L. Dolan; Thomas C.
Dolan; Patrick F. Dolan; Kathleen M. Dolan, individually and as a co-trustee of the
Charles F. Dolan Children Trust fbo Kathleen M. Dolan, the Charles F. Dolan Children
Trust fbo Deborah Dolan-Sweeney, the Charles F. Dolan Children Trust fbo Marianne
Dolan Weber, the Charles F. Dolan Children Trust fbo Patrick F. Dolan, the Charles F.
Dolan Children Trust fbo Thomas C. Dolan and the Charles F. Dolan Children Trust
fbo James L. Dolan (collectively, the “Dolan Children Trusts”) and as trustee of the
Charles Dolan 1989 Trust (for the benefit of Charles P. Dolan), the Ryan Dolan 1989
Trust and the Tara Dolan 1989 Trust; Marianne Dolan Weber; Deborah A. Dolan-
Sweeney; Lawrence J. Dolan, as a co-trustee of the Charles F. Dolan 2009 Family
Trust fbo Patrick F. Dolan, the Charles F. Dolan 2009 Family Trust fbo Thomas C.
Dolan, the Charles F. Dolan 2009 Family Trust fbo James L. Dolan, the Charles F.
Dolan 2009 Family Trust fbo Marianne Dolan Weber, the Charles F. Dolan 2009
Family Trust fbo Kathleen M. Dolan and the Charles F. Dolan 2009 Family Trust fbo

1/

    http://www.sec.gov/Archives/edgar/data/1053112/000119312510079515/ddef14a.htm#tx134
36_29, at page 93 (“Stock Ownership Table”).
2/
    Some members of the Dolan Family Group beneficially own 10% or greater of the voting
interest of all classes of CVC stock. Their individual ownership is not presented here because of
their inclusion in the Dolan Family Group.


Deborah Dolan-Sweeney (collectively, the “2009 Family Trusts”); David M. Dolan, as
a co-trustee of 2009 Family Trusts; Paul J. Dolan, as a co-trustee of the Dolan
Children Trusts fbo Kathleen M. Dolan and James L. Dolan; Matthew J. Dolan, as a co-
trustee of the Dolan Children Trusts fbo Marianne Dolan Weber and Thomas C.
Dolan; and Mary S. Dolan, as a co-trustee of the Dolan Children Trusts fbo Deborah
A. Dolan-Sweeney and Patrick F. Dolan.3/

Answer to Question 13:

        Question 13 requests a narrative of the means by which the proposed transfer of
control will take place.

         On June 13, 2010, BBHI Holdings LLC (“Holdings Sub”), a Delaware limited
liability company, BBHI Acquisition LLC (“Acquisition Sub”), a Delaware limited
liability company, and CSC Holdings, LLC (“CSC Holdings”), a Delaware limited
liability company, each of which are wholly owned subsidiaries of Cablevision Systems
Corporation (“Cablevision”), entered into an Agreement and Plan of Merger (“Merger
Agreement) with Bresnan Broadband Holdings, LLC (“Bresnan Holdings”), and
Providence Equity Bresnan Cable LLC. Pursuant to the Merger Agreement, Holdings
Sub has agreed to acquire Bresnan Holdings and its subsidiaries (collectively,
“Bresnan”), including all the Licensees, on the terms set forth in the Merger Agreement.

         Pursuant to the Merger Agreement, at the closing the Acquisition Sub will merge
with and into Bresnan Holdings, with Bresnan Holdings being the surviving limited
liability company. Bresnan Holdings will become a direct wholly owned subsidiary of
Holdings Sub and an indirect wholly owned subsidiary of Cablevision. Because
Licensees are a wholly owned, indirect subsidiaries of Bresnan Holdings, Licensees will,
as a result of the transaction, become an indirect wholly owned subsidiaries of
Cablevision. The closing is expected to occur after all necessary regulatory approvals
have been obtained.

        On July 1, 2010, Bresnan Digital filed applications with the FCC’s Wireline
Competition and International Bureaus to seek approval for a transfer of control
stemming from the November 2009 death of William J. Bresnan, which affected an
involuntary transfer of control of Bresnan Digital’s corporate parent, Bresnan Holdings,
from Mr. Bresnan to the William J. Bresnan Revocable Trust (“Bresnan Trust”). Prior to
his death, Mr. Bresnan was the 100 percent owner of Bresnan Communications, Inc.
(“BCI”), which, pursuant to a Management Agreement with corporate parent, Bresnan
Holdings, was responsible for the day-to-day management and control of Bresnan
Holdings and its subsidiaries, including Licensees. The applications filed were to
requesting approval to transfer control of the Licensees from Mr. Bresnan to the Bresnan
Trust. Bresnan also filed requests for Special Temporary Authority with each of these
Bureaus while the transfer of control requests are pending.


3/
     See footnote 3 to the Stock Ownership Table.


Answer to Question 20:

        Applicant, Cablevision Systems Corporation requests streamlined processing for
this application as provided in 47 C.F.R. § 63.12. The application qualifies for
streamlined treatment with respect to Licensees’ international authorizations
pursuant to 47 C.F.R. § 63.12(c)(1) because neither Applicant is affiliated with a
foreign carrier in a destination market and neither Applicant has an affiliation with a
dominant U.S. carrier whose international services Applicants seeks to resell.



Document Created: 2010-07-01 18:30:03
Document Modified: 2010-07-01 18:30:03

© 2025 FCC.report
This site is not affiliated with or endorsed by the FCC