Attachment Combined Application ITC-T/C-20130227-00052

Attachment Combined Application

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

IBFS_ITCTC2013022700052_987381

Before the
FEDERAL COMMUNICATIONS COMMISSION
Washington, D.C. 20554

In the Matter of )
)
Combined Application for Consent to Transfer )
of Control of Domestic and International )
Section 214 Licensees )
)
BRESNAN DIGITAL SERVICES, LLC )
WC Docket No. ______________
and its Subsidiaries )
)
to )
)
CHARTER COMMUNICATIONS, INC. )
)
)

COMBINED APPLICATION FOR CONSENT TO TRANSFER OF CONTROL OF
DOMESTIC AND INTERNATIONAL SECTION 214 LICENSEES

Cablevision Systems Corporation (“Cablevision” or “Transferor”) and Charter

Communications, Inc. (“Charter” or “Transferee”) (collectively, the “Applicants”) hereby

respectfully request authority from the Federal Communications Commission (“Commission”)

pursuant to Section 214 of the Communications Act of 1934, as amended (the “Act”),1 and Sections

1.763, 63.03, 63.04, 63.18 and 63.24(e) of the Commission’s Rules,2 to transfer control of Bresnan

Digital Services, LLC (“Bresnan Digital”), 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”)

(collectively, the “Licensees”), to Charter. The Licensees all hold blanket domestic Section 214

1
47 U.S.C. § 214.
2
47 C.F.R. §§ 1.763, 63.03, 63.04, 63.18, 63.24(e).

authorization pursuant to Section 63.01 of the Commission’s rules.3 Bresnan Digital also holds

international Section 214 authorization (ITC-214-20061117-00525). When it applied for this

international Section 214 authorization, it also listed the other Licensees as wholly-owned

subsidiaries entitled to operate under Bresnan Digital’s authorization pursuant to Section 63.21(h) of

the Commission’s rules.4 All Licensees are non-dominant carriers. The application is eligible for

streamlined treatment under both 47 C.F.R. §§ 63.03 and 63.12, and Applicants hereby request

streamlined treatment. The proposed transfer of control is a necessary part of a larger transaction

whereby a subsidiary of Charter will acquire control of the Licensees and several of their affiliates5

(collectively, “Bresnan”). For the reasons stated below, the proposed transfers are in the public

interest and the application should be granted.

I. THE APPLICANTS

A. Cablevision. Cablevision is one of the nation’s leading media and

telecommunications companies, delivering Optimum-branded cable, Internet, and voice offerings

throughout the New York area in addition to the four Western states that are the subject of this

transaction. Cablevision’s local media properties include News 12 Networks, MSG Varsity and

Newsday Media Group. Cablevision also owns and operates Clearview Cinemas and a cable

television advertising sales business. As of December 31, 2012, Cablevision served approximately

3.2 million video customers, 3.0 million high speed data customers, and 2.4 million voice customers.

Additional information about Cablevision is available on the web at www.cablevision.com.

B. Charter. Charter is a leading broadband communications company with operations

in 25 states and is the fourth-largest cable television system operator in the United States. Through

3
47 C.F.R. § 63.01.
4
47 C.F.R. § 63.21(h).
5
The affiliates of the Licensees included in the transaction are Bresnan Broadband Holdings, LLC, Bresnan
Communications, LLC and Bresnan Microwave of Montana, LLC.

2

its operating subsidiaries, Charter offers a variety of entertainment, information and communications

solutions to residential and commercial customers, including traditional cable video programming

(basic and digital video), high-speed Internet services, and telephone services. As of December 31,

2012, Charter and its subsidiaries served approximately 5.4 million customers throughout its service

territories, including:

 Approximately 4.0 million video customers – 87% of which subscribed to Charter’s digital

video service. Digital video service enables Charter’s customers to access advanced video

services such as high definition television, Charter OnDemand™ video programming, an

interactive program guide and digital video recorder service;

 Approximately 3.8 million residential Internet customers. Charter’s Internet service is

available in a variety of download speeds up to 100 megabits per second (“Mbps”) and

upload speeds of up to 5 Mbps;

 Approximately 1.9 million residential telephone customers. Charter’s telephone service

typically includes unlimited local and long distance calling to the U.S., Canada and Puerto

Rico, plus other features, including voicemail, call waiting and caller ID; and

 Approximately 467,000 primarily small- and medium-sized commercial and carrier

customers to which Charter provides scalable, tailored broadband communications solutions,

such as Internet access, data networking, fiber connectivity to cellular towers and office

buildings, video entertainment services and/or business telephone services.

Charter also provides local, regional and national businesses with the opportunity to advertise in

individual markets on cable television networks.

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II. DESCRIPTION OF THE TRANSACTION

On February 7, 2013, a subsidiary of Charter, Charter Communications Operating, LLC

(“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 all of 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 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 of $1.625 billion, subject to a working capital adjustment and certain

other reductions or adjustments 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 and its subsidiaries

will be transferred to Charter.

III. THE PUBLIC INTEREST

The proposed transfer of control of Bresnan to Charter will serve the public interest. Bresnan

will continue to provide high-quality broadband, video and telephone products and services in both

the residential and business communities in the Bresnan service areas in Colorado, Montana, Utah

and Wyoming. Such communities will continue to benefit from the technological advances and

increased choice afforded by Bresnan’s high-quality service offerings and Bresnan’s competitiveness

in the communications marketplace. The transfer of control will not interrupt or degrade Bresnan’s

4

services in any way, and the financial and managerial support of Charter will further the

development of new and better services for the benefit of both Charter’s and Bresnan’s customers,

communities and employees.

The proposed combination of Bresnan’s cable and telephone systems, well-run operations,

and deep knowledge of its local markets with Charter’s technology, marketing, pricing and service

packages, and its experience in managing local cable and telephone operations in urban, suburban

and rural markets across the United States, will foster broadband, voice and video service

innovation, penetration and competition in both the residential and business communities that

Bresnan serves. In particular, Charter intends to continue Cablevision’s focus on accelerating the

pace of product innovation and feature enhancements, simplifying pricing, and continuing to

improve the overall value proposition to, and experience of, customers – a strategy that has enabled

Charter to increase its own penetration of digital video, voice and broadband in its markets. The

outcome will be the continued development and introduction of advanced communications products

and services suited to the local communities at affordable prices, resulting in more consumers online,

greater customer satisfaction, and a more robust enterprise in the local marketplace. In turn, Bresnan

will become a stronger competitor in its markets, which will result in the continued availability of

competitive prices and high quality service for all consumers.

Charter has the size, scope, leadership and capital that are necessary to introduce these

benefits to the Bresnan systems. Additionally, combining Bresnan’s cable and telephone systems,

operations and customers with Charter’s current cable and telephone systems, services, products and

expertise will allow Charter to strengthen its competitive position in the communications

marketplace. Charter will realize economic, marketing and operational efficiencies that will enhance

its ability offer innovative broadband, video and telephone products and services in both its own

5

V. INFORMATION REQUIRED BY SECTIONS 63.24(e) AND 63.18 OF THE
COMMISSION’S RULES FOR TRANSFER OF CONTROL OF INTERNATIONAL
LICENSEES

A. Name, address and telephone number of each Applicant:

Transferee:

Charter Communications, Inc.
400 Atlantic Street
Stamford, Connecticut 06901
Telephone: (203) 905-7800

Transferor:

Cablevision Systems Corporation
1111 Stewart Avenue
Bethpage, New York 11714
Telephone: (516) 803-2300

B. Government, state or territory under the laws of which each corporate or
partnership Applicant is organized:

Transferee:

Charter is a corporation organized under the laws of the State of Delaware. Charter

Operating is a limited liability company organized under the laws of the State of Delaware.

Transferor:

Cablevision is a corporation organized under the laws of the State of Delaware. CSC

Holdings is a limited liability company organized under the laws of the State of Delaware. Bresnan

Broadband is a limited liability company organized under the laws of the State of Delaware.

Bresnan Digital is a limited liability company organized under the laws of the State of Delaware.

Bresnan Colorado is a limited liability company organized under the laws of the State of Colorado.

Bresnan Montana is a limited liability company organized under the laws of the State of Montana.

Bresnan Utah is a limited liability company organized under the laws of the State of Utah. Bresnan

Wyoming is a limited liability company organized under the laws of the State of Wyoming.

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C. Name, title, post office address, and telephone number of the officer or contact
point of each Applicant to whom correspondence concerning the application is
to be addressed:

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

8

D. Statement as to whether the Applicant has previously received authority under
Section 214 of the Act and, if so, a general description of the categories of
facilities and services authorized.

Transferee:

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 described on Exhibit A.

Transferor:

Cablevision Lightpath, Inc., 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-214-19940128-00025) and a blanket domestic

Section 214 authorization under 47 C.F.R. § 63.01.

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.

9

Bresnan Colorado, Bresnan Montana, Bresnan Utah and 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.

E. As provided in 47 C.F.R. § 63.24(e)(2), the information requested by 47 C.F.R. §
63.18(e) is not required for applications for transfer of control.

F. As provided in 47 C.F.R. § 63.24(e)(2), the information requested by 47 C.F.R. §
63.18(f) is not required for applications for transfer of control.

G. As provided in 47 C.F.R. § 63.24(e)(2), the information requested by 47 C.F.R. §
63.18(g) is not required for applications for transfer of control.

H. Name, address, citizenship and principal business of any person or entity that
directly or indirectly owns at least ten percent of the equity of the Transferee,
and the percentage of equity owned by each of those entities (to the nearest one
percent (1%)). The Transferee shall also identify any interlocking directorates
with a foreign carrier.

The following entities hold a ten percent (10%) or greater ownership interest in Charter,

which indirectly holds 99 percent (99%) ownership of 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.
667 Madison Avenue, 10th Floor 10.1%
USA Investments
New York, New York 10065

10

Each of the foregoing entities is described on Exhibit B of this application. The vertical ownership

chain of intervening limited liability companies between Charter and Charter Operating is set forth

on Exhibit C of this application.

I. Certification as to whether or not the Applicant is, or is affiliated with, a foreign
carrier.

Applicant Charter is not a foreign carrier or affiliated with any foreign carrier.

J. Certification as to whether or not the Applicant seeks to provide international
telecommunications services to any destination country for which certain
conditions are true. The certification shall state with specificity the foreign
carriers and destination countries: (1) The Applicant is a foreign carrier in that
country; or (2) The applicant controls a foreign carrier in that country; or (3)
Any entity that owns more than 25 percent of the Applicant, or that controls the
Applicant, controls a foreign carrier in that country. (4) Two or more foreign
carriers (or parties that control foreign carriers) own, in the aggregate, more
than 25 percent of the Applicant and are parties to, or the beneficiaries of, a
contractual relation (e.g., a joint venture or market alliance) affecting the
provision or marketing of international basic telecommunications services in the
United States.

Applicant Charter does not seek to provide international telecommunications services in any

destination country for which any of the above statements is true.

K. For any destination country listed by the Applicant in response to paragraph (j),
the Applicant shall make one of the following showings: (1) The named foreign
country (i.e., the destination foreign country) is a Member of the World Trade
Organization; or (2) The Applicant’s affiliated foreign carrier lacks market
power in the named foreign country; or (3) The named foreign country provides
effective competitive opportunities to U.S. carriers to compete in that country’s
market for the service that the Applicant seeks to provide (facilities-based,
resold switched, or resold non-interconnected private line services).

Not applicable.

L. Any Transferee that proposes to resell the international switched services of an
unaffiliated U.S. carrier for the purpose of providing international
telecommunications services to a country where it is a foreign carrier or is
affiliated with a foreign carrier shall either provide a showing that would satisfy
47 C.F.R. § 63.10(a)(3) or state that it will file the quarterly traffic reports
required by 47 C.F.R. § 43.61(c).

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Not applicable. Transferee is not a foreign carrier nor is Transferee affiliated with a foreign

carrier.

M. Regulatory classification under Section 63.10 of the Rules for foreign-affiliated
carriers.

Not applicable. Applicant Charter is not a foreign carrier or affiliated with any foreign

carrier.

N. Certification that the Applicant has not agreed to accept special concessions
directly or indirectly from any foreign carrier with respect to any U.S.
international route where the foreign carrier possesses market power on the
foreign end of the route and will not enter into such agreements in the future.

Applicant Charter certifies that it has not agreed to accept special concessions directly or

indirectly from any foreign carrier with respect to any U.S. international route where the foreign

carrier possesses market power on the foreign end of the route and will not enter into such

agreements in the future.

O. Certification pursuant to 47 C.F.R. §§ 1.2001-1.2003 that no party to the
application is subject to a denial of Federal benefits pursuant to Section 5301 of
the Anti-Drug Abuse Act of 1988.

Applicants certify that no party to the application is subject to a denial of Federal benefits

pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988.

P. If the Applicant desires streamlined processing pursuant to 47 C.F.R. § 63.12, a
statement of how the application qualifies for streamlined processing.

Please see Applicants’ statement of how the application qualifies for streamlined treatment in

Section IV above.

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VI. ADDITIONAL INFORMATION REQUIRED BY SECTION 63.04 OF THE
COMMISSION’S RULES FOR TRANSFER OF CONTROL OF DOMESTIC
LICENSEES

A. Description of the transaction.

On February 7, 2013, Charter Operating, a subsidiary of Charter, entered into the Agreement

with CSC Holdings, a subsidiary of Cablevision, pursuant to which Charter, through Charter

Operating, agreed to acquire Bresnan Broadband and its subsidiaries, including all of 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 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 of $1.625 billion, subject to a working capital adjustment and certain

other reductions or adjustments 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 and its subsidiaries

will be transferred to Charter.

B. Description of the geographic areas in which the Transferor and Transferee
(and their affiliates) offer domestic telecommunications services, and what
services are provided in each area.

Transferee:

Transferee, Charter, through its subsidiaries, offers domestic local exchange and long

distance telecommunications services in twenty-three (23) states, including: Alabama, California,

Connecticut, Georgia, Illinois, Louisiana, Massachusetts, Michigan, Minnesota, Missouri, Nebraska,

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D. Identification of all other Commission applications related to the same
transaction.

Applicants are simultaneously submitting this same combined application through the

International Bureau’s electronic filing system for transfer of International Section 214

Authorizations.

Applicants are submitting an FCC Form 327 transfer of control application transferring all

Bresnan Communications, LLC cable television relay service station (“CARS”) licenses to

Transferee Charter. No FCC file number has yet been assigned to that application.

Applicants are submitting an FCC Form 603 transfer of control application transferring all

Bresnan Communications, LLC wireless licenses to Transferee Charter. No FCC file number has

yet been assigned to that application.

E. Statement of whether the Applicants are requesting special consideration
because either party to the transaction is facing imminent business failure.

Neither Applicant is facing imminent business failure.

F. Identification of any separately filed waiver requests being sought in
conjunction with the transaction.

The Applicants are reviewing whether any waiver requests are needed in conjunction with

the transaction. As of the date of this application, no waivers have been sought.

G. Statement showing how grant of the application will serve the public interest,
convenience and necessity, including any additional information that may be
necessary to show the effect of the proposed transaction on competition in
domestic markets.

Please see Applicants’ public interest statement in Section III above.

15

Exhibit A

Section 214 Licenses

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

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

Exhibit A (Cont.)

Section 214 Licenses

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

2

Exhibit A (Cont.)

Section 214 Licenses

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

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

3

Exhibit B

Description of 10% Equity Holders

The following provides additional descriptions of the entities holding a direct or indirect ten
percent (10%) or greater ownership interest in Charter Communications, Inc. (“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 member7 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

7
As of February 11, 2013.

Exhibit B (Cont.)

Description of 10% Equity Holders

Fund GP, LLC (Delaware) (“OF GP”). The managing member of OF GP is Oaktree Fund GP I, L.P.
(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.

2

Exhibit C

Vertical Ownership Chain
For Charter Communications Operating, LLC

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

Document Created: 2013-02-27 13:13:53
Document Modified: 2013-02-27 13:13:53

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