Attachment 1

This document pretains to ITC-T/C-20130227-00052 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2013022700052_987380

ATTACHMENT 1 Application for Transfer of Control of Bresnan Digital Services, LLC Answer to Question 10: Information Requested by 47 C.F.R. § 63.18(c): Transferee: Michael R. Moore, Esq. Sr. Director and Sr. Counsel, Regulatory Affairs Charter Communications, Inc. 12405 Powerscourt Drive St. Louis, Missouri 63131 Telephone: (314) 543-2414 Facsimile: (314) 965-6640 E-mail: Michael.Moore@chartercom.com with a copy to: Charles A. Hudak, Esq. Friend, Hudak & Harris, LLP Three Ravinia Drive, Suite 1450 Atlanta, Georgia 30346 Telephone: (770) 399-9500 Facsimile: (770) 395-0000 E-mail: chudak@fh2.com Transferor: Catherine Bohigian Senior Vice President, Federal Affairs Cablevision Systems Corporation 1099 New York Avenue, N.W. Washington, D.C. 20001 Telephone: (202) 393-0343 Facsimile: (202) 347-6974 E-mail: cbohigia@cablevision.com with a copy to: Tara M. Corvo, Esq. Mintz Levin Cohn Ferris Glovsky and Popeo P.C. 701 Pennsylvania Avenue, N.W. Washington, D.C. 20004 Telephone: (202) 434-7359 Facsimile: (202) 434-7400 E-mail: tmcorvo@mintz.com

ATTACHMENT 1 Application for Transfer of Control of Bresnan Digital Services, LLC Information Requested by 47 C.F.R. § 63.18(d): Transferee: Charter Communications, Inc. (“Charter”) operates four (4) subsidiaries that possess Section 214 authorization to provide global resale services between the United States and international points under 47 C.F.R. § 63.18(e)(2) (the “Charter International Companies”), and twenty-four (24) state- level telephone operating subsidiaries that are non-dominant carriers authorized to provide interstate telecommunications services pursuant to blanket domestic Section 214 authorization under 47 C.F.R. § 63.01 (the “Charter Domestic Companies”). Each of the Charter Domestic Companies is authorized to provide international telecommunications services either pursuant to its own international Section 214 authorization or pursuant to the international Section 214 authorization of its parent (i.e., one of the Charter International Companies) pursuant to 47 C.F.R. § 63.21(h). The Charter International Companies and the Charter Domestic Companies are as follows. A. Charter Fiberlink International Companies: The following Charter Fiberlink International Companies are authorized to provide international telecommunications services pursuant to Section 63.18(e)(2) of the Commission’s Rules. Name/Address: Authorization Number/Type: State of Organization: CC Fiberlink, LLC ITC-214-20030127-00070 Delaware 12405 Powerscourt Drive Global or Limited Global Resale St. Louis, Missouri 63131 Authority Pursuant to Section 63.18(e)(2) of the FCC’s Rules to All International Points CCO Fiberlink, LLC ITC-214-20060309-00144 Delaware 12405 Powerscourt Drive Global or Limited Global Resale St. Louis, Missouri 63131 Authority Pursuant to Section 63.18(e)(2) of the FCC’s Rules to All International Points CCVII Fiberlink, LLC ITC-214-20060309-00145 Delaware 12405 Powerscourt Drive Global or Limited Global Resale St. Louis, Missouri 63131 Authority Pursuant to Section 63.18(e)(2) of the FCC’s Rules to All International Points Charter Fiberlink CC VIII, LLC ITC-214-20090313-00122 Delaware 12405 Powerscourt Drive Global or Limited Global Resale St. Louis, Missouri 63131 Authority Pursuant to Section 63.18(e)(2) of the FCC’s Rules to All International Points

ATTACHMENT 1 Application for Transfer of Control of Bresnan Digital Services, LLC B. Charter Fiberlink Domestic Companies: The following Charter Fiberlink Domestic Companies are authorized to provide domestic interstate telecommunications services pursuant to Section 63.01 of the Commission’s Rules. Name: Address: State of Organization: Charter Fiberlink CC VIII, LLC 12405 Powerscourt Drive Delaware St. Louis, Missouri 63131 Charter Fiberlink CCO, LLC 12405 Powerscourt Drive Delaware St. Louis, Missouri 63131 Charter Fiberlink - Alabama, LLC 12405 Powerscourt Drive Delaware St. Louis, Missouri 63131 Charter Fiberlink - Georgia, LLC 12405 Powerscourt Drive Delaware St. Louis, Missouri 63131 Charter Fiberlink - Illinois, LLC 12405 Powerscourt Drive Delaware St. Louis, Missouri 63131 Charter Fiberlink - Michigan, LLC 12405 Powerscourt Drive Delaware St. Louis, Missouri 63131 Charter Fiberlink - Missouri, LLC 12405 Powerscourt Drive Delaware St. Louis, Missouri 63131 Charter Fiberlink - Nebraska, LLC 12405 Powerscourt Drive Delaware St. Louis, Missouri 63131 Charter Fiberlink - Tennessee, LLC 12405 Powerscourt Drive Delaware St. Louis, Missouri 63131 Charter Fiberlink CA-CCO, LLC 12405 Powerscourt Drive Delaware St. Louis, Missouri 63131 Charter Fiberlink CT-CCO, LLC 12405 Powerscourt Drive Delaware St. Louis, Missouri 63131 Charter Fiberlink LA-CCO, LLC 12405 Powerscourt Drive Delaware St. Louis, Missouri 63131 Charter Fiberlink MA-CCO, LLC 12405 Powerscourt Drive Delaware St. Louis, Missouri 63131 Charter Fiberlink MS-CCVI, LLC 12405 Powerscourt Drive Delaware St. Louis, Missouri 63131 Charter Fiberlink NC-CCO, LLC 12405 Powerscourt Drive Delaware St. Louis, Missouri 63131 Charter Fiberlink NH-CCO, LLC 12405 Powerscourt Drive Delaware St. Louis, Missouri 63131 Charter Fiberlink NV-CCVII, LLC 12405 Powerscourt Drive Delaware St. Louis, Missouri 63131 Charter Fiberlink NY-CCO, LLC 12405 Powerscourt Drive Delaware St. Louis, Missouri 63131 Charter Fiberlink OR-CCVII, LLC 12405 Powerscourt Drive Delaware St. Louis, Missouri 63131 Charter Fiberlink SC-CCO, LLC 12405 Powerscourt Drive Delaware St. Louis, Missouri 63131 Charter Fiberlink TX-CCO, LLC 12405 Powerscourt Drive Delaware St. Louis, Missouri 63131 Charter Fiberlink VA-CCO, LLC 12405 Powerscourt Drive Delaware St. Louis, Missouri 63131

ATTACHMENT 1 Application for Transfer of Control of Bresnan Digital Services, LLC Charter Fiberlink VT-CCO, LLC 12405 Powerscourt Drive Delaware St. Louis, Missouri 63131 Charter Fiberlink WA-CCVII, LLC 12405 Powerscourt Drive Delaware St. Louis, Missouri 63131 Transferor: Cablevision Lightpath, Inc., a wholly-owned subsidiary of Cablevision Systems Corporation (“Cablevision”), 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 (“Bresnan Digital”), a wholly-owned subsidiary of Cablevision, 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 Colorado”), Bresnan Broadband of Montana, LLC (“Bresnan Montana”), Bresnan Broadband of Utah, LLC (“Bresnan Utah”) and Bresnan Broadband of Wyoming, LLC (“Bresnan Wyoming”), each wholly-owned subsidiaries of Cablevision, possess blanket domestic Section 214 authorization under 47 C.F.R. § 63.01. They also 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. Answer to Question 11: The following entities hold a ten percent (10%) or greater ownership interest in Charter, which indirectly holds 99 percent (99%) ownership of Charter Communications Operating, LLC (“Charter Operating”) through a series of intervening limited liability companies. Name and Address Percent Held Citizenship Principal Business Apollo Global Management, LLC 9 West 57th Street, 43rd Floor 23.7% USA Investments New York, New York 10019 Oaktree Capital Group Holdings GP, LLC 333 South Grand Avenue, 28th Floor 12% USA Investments Los Angeles, California 90071 Crestview, L.L.C. 10.1% 667 Madison Avenue, 10th Floor USA Investments New York, New York 10065

ATTACHMENT 1 Application for Transfer of Control of Bresnan Digital Services, LLC The following provides additional descriptions of the entities holding a direct or indirect ten percent (10%) or greater ownership interest in Charter. Apollo Global Management, LLC Apollo Global Management, LLC (“Apollo Global”), a Delaware limited liability company (collectively, with all relevant Apollo affiliates, “Apollo”), indirectly manages through a series of intermediate subsidiaries and management arrangements certain investment vehicles that in the aggregate hold Charter stock representing approximately a 23.7% interest in Charter. The Apollo interest is held primarily by AP Charter Holdings, L.P. (Delaware) (“AP Charter”), which through its wholly owned subsidiary AP Charter Holdings (Sub II MM), LLC (Delaware) and its wholly owned subsidiary AP Charter Holdings (Sub II), LLC (Delaware), holds approximately a 23.0% interest in Charter. No limited partner of AP Charter holds an indirect interest in Charter of 10% or more. The general partners of AP Charter are Apollo Advisors VI, L.P. (Delaware) (“Apollo Advisors VI”) and Apollo Advisors VII, L.P. (Delaware) (“Apollo Advisors VII”). The sole general partner of Apollo Advisors VI is Apollo Capital Management VI, LLC (Delaware) (“ACM VI”), and the sole general partner of Apollo Advisors VII is Apollo Capital Management VII, LLC (Delaware) (“ACM VII”). The sole member and manager of both ACM VI and ACM VII is Apollo Principal Holdings I, L.P. (Delaware) (“APH I”). The general partner of APH I is Apollo Principal Holdings I GP, LLC (Delaware) (“APH I GP”). The sole member of APH I GP is APO Asset Co., LLC (Delaware) (“APO Assets”). The sole member of APO Assets is Apollo Global. The manager of Apollo Global is AGM Management, LLC (Delaware) (“AGM Management”). The 76.9% voting member1 of Apollo Global and the sole member and manager of AGM Management is BRH Holdings GP, Ltd. (Cayman) (“BRH”). Leon Black, Marc Rowan, and Joshua Harris, all of whom are U.S. citizens, are the sole directors and shareholders of BRH and therefore ultimately control Apollo Global. The principal business address for the Apollo entities mentioned above is One Manhattanville Road, Suite 201, Purchase, New York 10577. The principal business address for Messrs. Black, Harris and Rowan is 9 West 57th Street, 43rd Floor, New York, New York 10019. Oaktree Capital Group Holdings GP, LLC Oaktree Capital Group Holdings GP, LLC (“OCGH”), a Delaware limited liability company (collectively with all relevant OCGH affiliates, “Oaktree”), controls through a series of intermediate subsidiaries and management arrangements an investment vehicle, Oaktree Opportunities Investments, L.P., a Delaware limited partnership (“OOI”), which holds Charter stock representing a 12% interest in Charter. OOI’s general partner, which makes all decisions on its behalf, is Oaktree Fund GP, LLC (Delaware) (“OF GP”). The managing member of OF GP is Oaktree Fund GP I, L.P. 1 As of February 11, 2013.

ATTACHMENT 1 Application for Transfer of Control of Bresnan Digital Services, LLC (Delaware) (“OF GP I”). The general partner of OF GP I is Oaktree Capital I, L.P. (Delaware) (“OC I”). The general partner of OC I is OCM Holdings I, LLC (Delaware) (“OCM”). The managing member of OCM is Oaktree Holdings, LLC (Delaware) (“OH”). The managing member of OH is Oaktree Capital Group, LLC (Delaware) (“OCG”). The duly elected manager of OCG is OCGH. The following principals of OCGH control OCGH with respect to its media company business and also serve as managers of OCGH, which as a limited liability company has no directors. NAME TITLE Howard Marks Member, Manager and Chairman Bruce Karsh Member, Manager and President John Frank Member, Manager and Managing Principal Steve Kaplan Member, Manager and Principal David Member, Manager and Chief Financial Officer and Chief Kirchheimer Administrative Officer The principal business address for the Oaktree entities and individuals mentioned above is c/o Oaktree Capital Group Holdings GP, LLC, 333 S. Grand Avenue, 28th Floor, Los Angeles, California 90071. Crestview, L.L.C. Crestview, L.L.C. (“Crestview LLC”), a Delaware limited liability company (collectively with all relevant Crestview LLC affiliates, “Crestview”), controls through a series of intermediate subsidiaries and management arrangements, the following Crestview entities that directly hold Charter stock: Encore, LLC and Encore II, LLC. Neither individually holds a 10% or greater voting or equity interest in Charter. In addition, none of the intermediate subsidiaries in the ownership chain between Encore, LLC and Crestview LLC, or between Encore II, LLC and Crestview LLC, individually hold a 10% or greater interest in Charter by successive multiplication. Crestview LLC is wholly-owned by the following six members and none of these entities individually hold an indirect 10% or greater interest in Charter by successive multiplication: (i) Volpert Investors, L.P.; (ii) Murphy Investors, L.P.; (iii) DeMartini Investors, L.P.; (iv) RJH Investment Partners, L.P.; (v) The 2007 Delaney Family LLC; and (vi) J&N Ventures, Inc. Each of these six entities is owned solely by family members of its related senior manager, who are: Barry Volpert, Thomas S. Murphy, Jr., Richard DeMartini, Robert J. Hurst, Bob Delaney, and Jeff Marcus, respectively. The principal business address for the Crestview entities and individuals mentioned above is c/o Crestview Partners, 667 Madison Avenue, 10th Floor, New York, New York 10065. Vertical Ownership Chain for Charter Operating Additionally, the vertical ownership chain of intervening limited liability companies between

ATTACHMENT 1 Application for Transfer of Control of Bresnan Digital Services, LLC Charter and Charter Operating is as follows: Name/Address % Held Citizenship Principal Business Charter Communications, Inc. 12405 Powerscourt Drive 99% USA Cable/Telecommunications St. Louis, Missouri 63131 Charter Communications Holding Company, LLC 100% USA Cable/Telecommunications 12405 Powerscourt Drive St. Louis, Missouri 63131 CCHC, LLC 12405 Powerscourt Drive 100% USA Cable/Telecommunications St. Louis, Missouri 63131 Charter Communications Holdings, LLC 12405 Powerscourt Drive 100% USA Cable/Telecommunications St. Louis, Missouri 63131 CCH I Holdings, LLC 12405 Powerscourt Drive 100% USA Cable/Telecommunications St. Louis, Missouri 63131 CCH I, LLC 12405 Powerscourt Drive 100% USA Cable/Telecommunications St. Louis, Missouri 63131 CCH II, LLC 12405 Powerscourt Drive 100% USA Cable/Telecommunications St. Louis, Missouri 63131 CCO Holdings, LLC 12405 Powerscourt Drive 100% USA Cable/Telecommunications St. Louis, Missouri 63131 Charter Communications Operating, LLC 12405 Powerscourt Drive USA Cable/Telecommunications St. Louis, Missouri 63131 Answer to Question 13: On February 7, 2013, a subsidiary of Charter, Charter Operating, entered into a Purchase Agreement (the “Agreement”) with a subsidiary of Cablevision, CSC Holdings, LLC (“CSC Holdings”), pursuant to which Charter agreed to acquire Bresnan Broadband Holdings, LLC (“Bresnan Broadband”) and its subsidiaries, including Bresnan Digital, Bresnan Colorado, Bresnan Montana, Bresnan Utah and Bresnan Wyoming (collectively, the “Licensees”), from Cablevision on the terms and subject to the conditions set forth in the Agreement. Upon completion of the transaction, Charter Operating will own 100% of the membership units of Bresnan Broadband. The prior interests in Bresnan Broadband and its subsidiaries held by Cablevision and its subsidiaries or affiliates will be extinguished. Charter, through Charter Operating, will pay a cash purchase price to Cablevision for Bresnan Broadband and its subsidiaries of $1.625 billion, subject to a working capital adjustment and certain other reductions or adjustments

ATTACHMENT 1 Application for Transfer of Control of Bresnan Digital Services, LLC as set forth in the Agreement. Because the Licensees are indirect subsidiaries of Bresnan Broadband, the Licensees will, as a result of the transaction, become indirect subsidiaries of Charter. The transaction closing is expected to occur following the satisfaction of customary closing conditions, including conditions relating to antitrust clearance, FCC approvals and franchise approvals. Upon closing, control of certain licenses held by Bresnan Broadband and its subsidiaries will be transferred to Charter. Answer to Question 20: The Applicants respectfully request streamlined treatment of this application pursuant to 47 C.F.R. § 63.12. This 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 it seeks to resell.


Document Created: 2013-02-27 14:31:16
Document Modified: 2013-02-27 14:31:16
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