Attachment Exhibit 1

This document pretains to SES-ASG-20120405-00337 for Assignment on a Satellite Earth Station filing.

IBFS_SESASG2012040500337_946863

                                                       EXHIBIT I
                                      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, L.P., Time Warner Cable San Antonio, L.P. and Century Venture Corporation.‘ 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—Transaction ownership structure of TWCI and its
affected subsidiaries are attached.

APPLUICATION
        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
Midwest LLC ("Assignee"). The Licensee/Assignoris an indirect, 66.67% owned general partnership
subsidiary of TWCI The Assignee is controlled by TWCI through its indirect 100% ownership
interest in the Assignee‘s direct 88.51% 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 893696.1


                                               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% P
                                                                                        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              |    $9% LP                                  GP with a 97.12%
                                                                           economic Interest


 Time Warner Cable of Southeastern                                                   Time Warner Entertainment—
          Wisconsin, L.P.                                                          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, LP. 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%
                                                                                 _     Y¥              Y¥

                                                                Time Warner Cable Enterprises LLC

                                                                 GP with 100%
                                                                economic interest

                                    Time Warner Entertainment    |_
                                  Advance/Newhouse Partnership** °

                                                            11.49%                                                       88.51%
                                                                     »|         Time Warner Cable Midwest LLC      |<


                                                            65.69%                                                       34.31%
                                                                 —P]           Time Warner Cable Northeast LLC     |«


                                                            73.13%                                                       26.87%
                                                                     p          Time Warner Cable Texas LLC        4


                                                            17.69%                                                       82.31%
                                                                     »! Time Warner Cable Pacific West LLC |t


                                                            90.55%                                                       9.45%
                                                                     »|        Time Warner Cable Southeast LLC     i«            —



** Advance/Newhouse Partnership will continue to hold                      ,                                ,     — _    100%
legaltitle 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/Newhouge      3e
                                             Partnership will                                                            100%
hold no economic interest, or have any manageria! or                                                                         0



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 11:08:38
Document Modified: 2012-03-29 11:08:38

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