Attachment Pub. Int. Exhibit

This document pretains to SES-ASG-20100825-01086 for Assignment on a Satellite Earth Station filing.

IBFS_SESASG2010082501086_836590

                                                   FCC Form 312
                                                   Exhibit A21


                       Description Of Transaction
                And Public Interest Statement - Item A21

     Pursuant to 47 C.F.R. §25.131 and the instructions to the
instant FCC Form 312, p. 1, 5, the instant Form 312 application and
five (5) other simultaneously filed Form 312 applications are being
filed electronically to notify the Commission of the following
changes in ownership of the specified domestic receive-only
satellite earth station ("ROES") registrations:

ROES        Ownership Change; Parties (FRNs)

E990040     Transfer of control of Licensee RCN Cable TV of Chicago, Inc. (0011432994) from
            Transferor RCN Corporation (0011432986) to Transferee Yankee Cable Acquisition,
            LLC (0019668706)

E060102     Assignment from Licensee/Assignor RCN Telecom Services, Inc. (0003252426) to
E6527       Licensee/Assignee RCN Telecom Services (Lehigh) LLC (0019653450)
E970184

E010323     Assignment from Licensee/Assignor RCN Telecom Services, Inc. (0003252426) to
            Licensee/Assignee RCN Telecom Services of New York, LP (0019653401)

E970384     Transfer of control of Licensee RCN Telecom Services of Illinois, LLC
            (0008314908) from Transferor RCN Corporation (0011432986) to Transferee Yankee
            Cable Acquisition, LLC (0019668706)

E980466     Assignment from Licensee/Assignor RCN Telecom Services of Massachusetts, Inc.
            (0003734969) to Licensee/Assignee RCN BecoCom LLC (0019653476)

E990279     Transfer of control of Licensee Starpower Communications, LLC d/b/a RCN
            (0003735016) from Transferor RCN Corporation (0011432986) to Transferee Yankee
            Cable Acquisition, LLC (0019668706)


     These ownership changes were consummated pursuant to an
Agreement and Plan of Merger ("Merger Agreement") entered into on
March 5, 2010, by RCN Corporation ("RCN")1 and Yankee Cable


        1
      Prior to the ownership changes specified herein, the above-
specified Licensee/Assignors and transfer of control Licensees were
direct or indirect wholly-owned subsidiaries of RCN. Prior to the
consummation of the Transaction, RCN’s subsidiaries also held
domestic and international Section 214 authorizations, wireless
licenses, CARS licenses, and a transmit/receive earth station
license. The Commission consented to the transfers of control and
assignments of these licenses. See WC Docket No. 10-79; File Nos.

                                               1


Acquisition, LLC ("Yankee Cable")2 (along with Yankee Metro Parent,
Inc. and Yankee Metro Merger Sub, Inc.) by which Yankee Cable
acquired control of RCN operating subsidiaries ("Transaction").
Pursuant to the Merger Agreement, the Transaction was accomplished
through a series of steps, including preliminary pro forma
intracorporate actions that were completed to allocate certain
assets to appropriate RCN subsidiaries in a tax-efficient manner.
Following completion of the pre-acquisition intracorporate pro
forma reorganization, Yankee Cable indirectly purchased from RCN
all of RCN's ownership interests in the above-specified
Licensee/Assignors and transfer of control Licensees, resulting in
the above-specified assignment of license and transfer of control
ownership changes.    These ownership changes do not change the
manner in which the above-specified Post Transaction Licensees
currently offer service. These ownership changes, as well as other
ownership changes resulting from the Merger Agreement, were
consummated on August 26, 2010.

     The Transaction serves the public interest because it allows
the Post Transaction Licensees to strengthen their ability to
compete and to offer enhanced telecommunications services within
the areas they operate. The Post Transaction Licensees will now
have the financial support of Yankee Cable and its owners (see
Exhibit A20 hereto). Also, the Post Transaction Licensees now have
access to the well-qualified management, operational and technical
personnel that Yankee Cable intends to maintain now that the
Transaction has been consummated. Such financial and managerial
support should strengthen the ability of the Post Transaction
Licensees to compete. In sum, the Transaction should strengthen
the ability of the Post Transaction Licensees to compete and to
offer enhanced telecommunications services within their business
areas.




ITC-ASG-20100319-00113, ITC-ASG-20100416-00162, ITC-ASG-20100416-
00163, ITC-ASG-20100319-00114, ITC-ASG- 20100319-00115, ITC-ASG-
20100319-00116, ITC-ASG-20100319-00119; File No. 0004176407; File
Nos. CAR-20100330AA-08, CAR-20100330AB-08, CAR- 20100330AC-08, CAR-
20100330AD-08; and File No. SES-T/C-20100604-00673.
     2
      Now that the ownership changes specified herein have been
consummated, the above-specified Licensee/Assignees and transfer of
control Licensees are indirect wholly-owned subsidiaries of Yankee
Cable.       [For   ease   of   reference,   the   above-specified
Licensee/Assignees and transfer of control Licensees may be
referred to collectively hereinafter as "Post Transaction
Licensees."]     See Exhibit A20 hereto for a more detailed
description of the ownership structure of the Post Transaction
Licensees and Yankee Cable.

                                2



Document Created: 2010-08-24 21:57:11
Document Modified: 2010-08-24 21:57:11

© 2024 FCC.report
This site is not affiliated with or endorsed by the FCC