NUMB:
991745
VERS:
SUBSTITUTE 1
XXBY:
THE CHAIR
TITL:
Substitute resolution relating to the transfer of ownership and control of Time Warner Cable of Southeastern Wisconsin LP to AOL Time Warner.
ANLS: ___________________________________________________________
- Analysis - This substitute resolution approves a transfer of the ultimate ownership and control of Time Warner Cable of Southeastern Wisconsin LP (the "Franchisee") from Time Warner, Inc., to AOL Time Warner, subject to the execution of a Change of Control Agreement before June 30, 2000. Under the Change of Control Agreement, the Franchisee acknowledges and agrees that it will continue to be bound by all of its commitments, duties and obligations under the January 1, 2000 franchise agreement and the provisions of Chapter 99, Milwaukee Code of Ordinances. The substitute resolution authorizes the execution of the Changes of Control Agreement. If the Franchisee does not execute the Change of Control Agreement, the substitute resolution denies the transfer of ownership and control.
BODY:
Whereas, Time Warner Cable of Southeastern Wisconsin, LP (the "Franchisee") is the holder of a franchise (the "Franchise") to provide cable television service in the city of Milwaukee (the "City") pursuant to a franchise agreement between the City and the Franchisee, effective January 1, 2000 (together with any amendments, the "Franchise Agreement") and the provisions of Chapter 99, Milwaukee Code of Ordinances (the "Cable Ordinance"). The Franchise Agreement and the Cable Ordinance are collectively referred to as the "Franchise Documents"; and
Whereas, Time Warner, Inc. ("Time Warner"), the ultimate parent of the Franchisee, submitted to the City its application on Federal Communications Commission ("FCC") Form 394, dated February 29, 2000 (the "Application"), requesting that the City approve, if it concludes that a change of ownership and control of the Franchisee from Time Warner to AOL-Time Warner, Inc. (the "Change of Control") will result from the transactions associated with the Agreement and Plan of Merger dated January 10, 2000 (the "Transaction"); and
Whereas, Pursuant to the information requests of the Milwaukee Regional Cable Commission on behalf of the City, Time Warner supplemented the Application with additional documents and information; and
Whereas, Time Warner has made various representations in the Application and supplemental information thereto including that the Transaction is not expected to change local management, reduce the quality of cable television customer service or the quality of cable television service in the City; and
Whereas, The Franchisee will remain the holder of the Franchise upon consummation of the Change of Control; and
Whereas, The City and the Franchisee have negotiated an agreement regarding certain conditions of this consent (the "Change of Control Agreement"), a copy of which is attached to this file and is incorporated by reference; now, therefore be it
Resolved, That the City of Milwaukee hereby concludes that the Transaction will result in a Change of Control that requires the prior consent of the city pursuant to Section 99-4-5, Milwaukee Code of Ordinances; and be it
that the City of Milwaukee, in reliance upon the representations and information submitted in the Application and supplemental information thereto and subject to the conditions set forth below, hereby consents to the Change of Control of the Franchisee from Time Warner to AOL-Time Warner, Inc. as described in the Application and supplemental information thereto; and be it
Further Resolved, That the City's consent is subject to the Franchisee executing and delivering to the City Clerk by no later than June 30, 2000 the Change of Control Agreement attached to this file. If the Franchisee fails to do so, the City's consent to the Change of Control shall be null and void and the Application shall be denied as of April 30, 2000; and be it
Further Resolved, That by this consent, the City does not agree to any renewal or extension of the Franchise. Any pending or future renewal or extension of the Franchise shall be subject to applicable federal, state and local laws, the Franchise Documents, and the Change of Control Agreement; and be it
Further Resolved, That by this consent, the City does not approve of or consent to: (1) any other change of control of the Franchisee, (2) any pending or future transfer of the Franchise, or (3) any pending or future assignment or delegation of any of the Franchisee's rights or duties under the Franchise. Any other change of control of the Franchisee, any pending or future transfer of the Franchise, or any pending or future assignment or delegation of any of the Franchisee's rights or duties under the Franchise are subject to any then applicable federal, state and local laws, the Franchise Documents, and the Change of Control Agreement; and be it
Further Resolved, That by this consent, the City does not make any representation that the Franchisee is in compliance with all of its obligations under the Franchise Documents; and be it
Further Resolved, That by this consent, the City does not waive any of the Franchisee's commitments, duties and obligations under the Franchise Documents, including any accrued and unfulfilled obligation of the Franchisee, whether known or unknown, relating to the Franchise; and be it
Further Resolved, That the proper City officers are hereby authorized and directed to execute the Change of Control Agreement attached to this file.
DFTR: Office of the City Clerk
RAK 5/3/2000