Attachment Exhibit 1

This document pretains to SES-ASG-20120717-00655 for Assignment on a Satellite Earth Station filing.

IBFS_SESASG2012071700655_957024

                                                       EXHIBIT 1
                                      DESCRIPTION OF TRANSACTION

    TRANSACTION
        Time Warner Cable Inc. ("TWCTI") 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.

APPLICATION
        This application requests Commission consent to the pro forma assignment of the subject
Temporary—Fixed Earth Station license from the Licensee/Assignor (TWEAN) to Time Warner Cable
Texas 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 73.13% owner (TWEAN) and its indirect 100% interest in
the Assignee‘s direct 26.87% owner (TWCE). Because there is no change in the ultimate control of
the licensee, this transaction constitutes a pro forma assignment 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."

America 9140760.1


                                               CURRENT STRUCTURE



                                             Time Warner Ca ble Inc.



                                                              100%



                                                                                                                           100%
                                             Time Warner Cable LLC



                                                              100%



                                             TW NY Cable Holding Inc.                                     Time Warner Cable
                                                                                                           Enterprises LLC

                                                              100%



                                             Time Warner NY Cable LLC

                     .5% GP       .5% GP                      100%
                     99% LP

                     Time Warner                       Century
                      Cable San                        Venture             100%
                     Antonio, L.P.                   Corporation                      42.51% GP
                                                                                      |219% LP

   100%                           3.75% LP                                                                   GP with a 2.88%
                                                                                                             economic interest
                                                       TWE GP Holdings LLC                                             1



      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. Wamer
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%
                                                                                 ~        ¥                     Y


                                                                  Time Warner Cable Enterprises LLC

                                                                  GP with 100%
                                                                 economic interest

                                       Time Warner Entertainment                     [
                                   Advance/Newhouse Partrership** °

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


                                                             65.50%                                     "                    |         34.31%
                                                                       »i       Time Warner Cable Northeast LLC                  |«



                                                             73.13%                                                                   26.87%
                                                                  —#>            Time Warner Cable Texas LLC                     4


                                                             17.69%                                                                   82.31%
                                                                       i Time Warner Cable Pacific West LLC |—<&—



                                                             90.55%                                                                    9.45%
                                                                      —P{      Time Warner Cable Southeast LLC                   |<           —


** Advance/Newhouse Partnership will continue to hold                                                               .    .             100%
legal title to a 32.33 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                                                        T
hold no economic interest, or have any managerial or                                     oz                                            100%
operational role, in the newly formed Regional Operating                       Oceanic Time Warner Cable LLC                     |<—
Entities or their respective assets or operations.



Document Created: 2012-06-20 16:24:09
Document Modified: 2012-06-20 16:24:09

© 2025 FCC.report
This site is not affiliated with or endorsed by the FCC