Attachment Exhibit 1

This document pretains to SES-ASG-20120405-00333 for Assignment on a Satellite Earth Station filing.

IBFS_SESASG2012040500333_946981

EXHIBIT 1 DESCRIPTION OF TRANSACTION TRANSACTION Time Warner Cable Inc. ("TWCI") operates its cable systems through various indirect subsidiaries, including Time Warner Entertainment Company, L.P. ("TWE"), Time Warner Entertainment—Advance/Newhouse Partnership ("TWEAN®"), Time Warner NY Cable LLC ("TWNYC"), Time Warner Cable LLC ("TWC LLC"), Time Warner Cable of Southeastern Wisconsin, LP., Time Warner Cable San Antonio, L.P. and Century Venture Corporation.1 In order to simplify its organization, TWCI is undertaking an internal reorganization (the "Transaction") whereby its cable operations will be conducted through seven regional entities designed to facilitate management reporting and create a more geographically rational structure. The reorganization will have no impact on the FCC licensed facilities that are the subject of this application. The Transaction will be accomplished through a series of concurrent interim steps, including the contribution of certain assets and operations by TWCI and TWNYC to Time Warner Cable Enterprises LLC ("TWCE"), a new entity that is wholly owned by TWCI; the merger of TWE, TWC LLC, Time Warner Cable San Antonio, L.P. and Time Warner Cable of Southeastern Wisconsin, L.P. into TWCE; the merger of Century Venture Corp. into Time Warner Cable Midwest LLC; and the transfer or contribution of certain operations and assets by TWCE and TWEAN to the appropriate regional operating entities covering the areas where those operations and assets are located: 1) Time Warner Cable Pacific West LLC 2) Time Warner Cable Southeast LLC 3) Time Warner Cable Midwest LLC 4) Time Warner Cable New York City LLC 5) Time Warner Cable Northeast LLC 6) Time Warner Cable Texas LLC 7) Oceanic Time Warner Cable LLC Charts depicting the pre—Transaction and post-Transactlon ownership structure of TWCI and its affected subsidiaries are attached. APPLICATION This application requests Commission consent to the pro forma assignments of the subject Temporary—Fixed Earth Station licenses from the Licensee/Assignor (TWEAN) to Time Warner Cable Northeast LLC ("Assignee"). The Licensee/Assignor is an indirect, 66.67% owned general partnership subsidiary of TWCI, The Assignee is controlled by TWCI through its indirect 66.67% general partnership interest in the Assignee‘s direct 65.69% owner (TWEAN) and its indirect 100% interest in the Assignee‘s direct 34.31% owner (TWCE). Because there is no change in the ultimate control of the licensee, this transaction constitutes pro forma assignments of license. ! All of these indirect subsidiaries are wholly—owned by TWCI, with the exception of TWEAN, 66.67% of the general partnership interests of which are held indirectly by TWCI, TWCI holds 100% of the economic interest in, and full operational control of, the TWEAN cable systems that do business as "Time Warner Cable." DC 890759.1

CURRENT STRUCTURE Time Warner Cable Inc. 100% Time Warner Cable LLC 100% 100% TW NY Cable Holding Inc. Time Warner Cable Enterprises LLC 100% Time Warner NY Cable LLC .5% GP .5% GP 99% LP 100% Time Warner Century Cable San Venture 100% Antonio, L.P. Corporation 4251% CP 219% LP 100% 3.75%LP GP with a 2.88% economic interest TWE GP Holdings LLC Time Warner Cable Holdings Inc. 51.55% GP Time Warner Entertainment Company, L.P. 1% GP ' 99% LP GP with a 97.12% . economic interest Time Warner Cable of Southeastern Time Warner Entertainment— Wisconsin, LP. Advance/Newhouse Partnership** ** Advance/Newhouse Partnership is the holder of legal title to a 33.33 percent general partner interest in Time Warner Entertainment—Advance/Newhouse Partnership ("TWEAN®"). Such interest is not recognized for tax or economic purposes. Advance/ Newhouse Partnership has no economic interest, or managerial or operational role, in the assets that TWEAN will distribute to Time Warner Entertainment Company, L.P. or that TWEAN will contribute to the various newly. formed Regional Operating Entities.

POST—TRANSACTION STRUCTURE Time Warner Cable Inc. 100% TW NY Cable Holding Inc. 36.64% 100% Time Warner NY Cable LLC 63.36% _ ¥ ¥ Time Warner Cable Enterprises LLC GP with 100% economic interest Time Warner Entertainment | Advance/Newhouse ‘Partnership** ° 11.49% 88.51% P] Time Warner Cable Midwest LLC |< 65.69% 34.31% —RPI Time Warner Cable Northeast LLC |« 73.13% 26.87% p Time Warner Cable Texas LLC 17.69% 82.31% Time Warner Cable Pacific West LLC | r 90.55% 9.45% ¥] Time Warner Cable Southeast LLC |< 100% ** Advance/Newhouse Partnership will continue to hold legal title to a 33.33 percent general partner interest in Time Warner Cable New York City LLC|< Time Warner Entertainment—Advance/Newhouse Partnership, which interest will not be recognized for tax or economic purposes. Advance/Newhouse Partnership will hold no economic interest, or have any managerial or 100% operational role, in the newly formed Regional Operating Oceanic Time Warner Cable LLC |< Entities or their respective assets or operations.


Document Created: 2012-03-29 11:15:37
Document Modified: 2012-03-29 11:15:37
© 2024 FCC.report
This site is not affiliated with or endorsed by the FCC