Form FCC Form 394 FCC Form 394 Application for Franchise Authority Consent to Assignmen

Application for Franchise Authority Consent to Assignment or Transfer of Control of Cable Television Franchise, FCC Form 394

FCC Form 394.XLW

Application for Franchise Authority Consent to Assignment or Transfer of Control of Cable Television Franchise

OMB: 3060-0573

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Overview

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Sheet5


Sheet 1: Sheet1

FCC 394














APPLICATION FOR FRANCHISE AUTHORITY
CONSENT TO ASSIGNMENT OR TRANSFER OF CONTROL
OF CABLE TELEVISION FRANCHISE






















FOR FRANCHISE AUTHORITY USE ONLY




SECTION I. GENERAL INFORMATION


























DATE




1. Community Unit Identification Number:




















2. Application for:

Assignment of Franchise



Transfer of Control


















3. Franchising Authority:












4. Identify community where the system/franchise that is the subject of the assignment or transfer of control is located:


























5. Date system was acquired or (for system's constructed by the transferor/assignor) the date on












which service was provided to the first subscriber in the franchise area:












6. Proposed effective date of closing of the transaction assigning or transferring ownership of the












system to transferee/assignee:


























7. Attach as an Exhibit a schedule of any and all additional information or material filed with this









Exhibit No.
application that is identified in the franchise as required to be provided to the franchising












authority when requesting its approval of the type of transaction that is the subject of this












application.


























PART I - TRANSFEROR/ASSIGNOR


























1. Indicate the name, mailing address, and telephone number of the transferor/assignor.












Legal name of Transferor/Assignor (if individual, list last name first)


























Assumed name used for doing business (if any)


























Mailing street address or P.O. Box


























City


State
ZIP Code
Telephone No. (include area code)
































2.(a) Attach as an Exhibit a copy of the contract or agreement that provides for the assignment or









Exhibit No.
transfer of control (including any exhibits or schedules thereto necessary in order to understand the












terms thereof). If there is only an oral agreement, reduce the terms to writing and attach.












(Confidential trade, business, pricing or marketing information, or other information not otherwise












publicly available, may be redacted).


























(b) Does the contract submitted in response to (a) above embody the full and complete agreement









Yes
No
between the transferor/assignor and the transferee/assignee?


























If No, explain in an Exhibit.









Exhibit No.














Sheet 2: Sheet2

PART II - TRANSFEREE/ASSIGNEE








































1.(a) Indicate the name, mailing address, and telephone number of the transferee/assignee.












Legal name of Transferee/Assignee (if individual, list last name first)


























Assumed name used for doing business (if any)


























Mailing street address or P.O. Box


























City


State
ZIP Code
Telephone No. (include area code)
































(b) Indicate the name, mailing address, and telephone number of person to contact, if other than transferee/assignee.












Name of contact person (list last name first)


























Firm or company name (if any)


























Mailing street address or P.O. Box


























City


State
ZIP Code
Telephone No. (include area code)
































(c) Attach as an Exhibit the name, mailing address, and telephone number of each additional person who









Exhibit No.
should be contacted, if any.

























(d) Indicate the address where the system's records will be maintained.












Street address


























City


State


ZIP Code
































2. Indicate on an attached exhibit any plans to change the current terms and conditions of service and









Exhibit No.
operations of the system as a consequence of the transaction for which approval is sought.












Sheet 3: Sheet3

SECTION II. TRANSFEREE'S/ASSIGNEE'S LEGAL QUALIFICATIONS































1. Transferee/Assignee is:





















Corporation
a. Jurisdiction of incorporation:

d. Name and address of registered agent in









jurisdiction:






b. Date of incorporation:




















c. For profit or not-for-profit:





























Limited Partnership
a. Jurisdiction in which formed:

c. Name and address of registered agent in









jurisdiction:

















b. Date of formation:








































General Partnership
a. Jurisdiction whose laws govern formation:

b. Date of formation:


























Individual




















Other. Describe in an Exhibit.





Exhibit No.






















2. List the transferee/assignee, and, if the transferee/assignee is not a natural person, each of its officers, directors, stockholders









beneficially holding more than 5% of the outstanding voting shares, general partners, and limited partners holding an equity









interest of more than 5%. Use only one column for each individual or entity. Attach additional pages if necessary. (Read









carefully - the lettered items below refer to corresponding lines in the following table.)




















(a) Name, residence, occupation or principal business, and principal place of business. (If other than an individual, also show








name, address and citizenship of natural person authorized to vote the voting securities of the applicant that it holds.) List the









applicant first, officers, next, then directors and, thereafter, remaining stockholders and/or partners.









(b) Citizenship.








(c) Relationship to the transferee/assignee (e.g., officer, director, etc.).








(d) Number of shares or nature of partnersihp interest.








(e) Number of votes.








(f ) Percentage of votes.


















(a)










































(b)









(c)









(d)









(e)









(f )










Sheet 4: Sheet4

3.
If the applicant is a corporation or a limited partnership, is the transferee/assignee formed under the






Yes
No


laws of, or duly qualified to transact business in, the State or other jurisdiction in which the system











operates?
























If the answer is No, explain in an Exhibit.





Exhibit No.


























4.
Has the transferee/assignee had any interest in or in connection with an applicant which has been






Yes
No


dismissed or denied by any franchise authority?
























If the answer is Yes, describe circumstances in an Exhibit.





Exhibit No.


























5.
Has an adverse finding been made or an adverse final action been taken by any court or






Yes
No


administrative body with respect to the transferee/assignee in a civil, criminal or administrative











proceeding, brought under the provisions of any law or regulation related to the following: any











felony; revocation, suspension or involuntary transfer of any authorization (including cable











franchises) to provide video programming services; mass media related antitrust or unfair











competition; fraudulent statements to another government unit; or employment discrimination?
























If the answer is Yes, attach as an Exhibit a full description of the persons and matter(s) involved,





Exhibit No.


including an identification of any court or administrative body and any proceeding (by dates and file











numbers, if applicable), and the disposition of such proceeding.






















6.
Are there any documents, instruments, contracts or understandings relating to ownership or future






Yes
No


ownership rights with respect to any attributable interest as described in Question 2 (including, but











not limited to, non-voting stock interests, beneficial stock ownership interests, options, warrants,











debentures)?
























If Yes, provide particulars in an Exhibit.



































7.
Do documents, instruments, agreements or understandings for the pledge of stock of the






Yes
No


transferee/assignee, as security for loans or contractual performance, provide that: (a) voting rights











will remain with the applicant, even in the event of default on the obligation; (b) in the event of











default, there will be either a private or public sale of the stock; and (c) prior to the exercise of any











ownership rights by a purchaser at a sale described in (b), any prior consent of the FCC and/or of the











franchising authority, if required pursuant to federal, state or local law or pursuant to the terms of











the franchise agreement will be obtained?
























If No, attach as an Exhibit a full explanation.





Exhibit No.


























SECTION III. TRANSFEREE'S/ASSIGNEE'S FINANCIAL QUALIFICATIONS
























1.
The transferee/assignee certifies that it has sufficient net liquid assets on hand or available from






Yes
No


committed resources to consummate the transaction and operate the facilities for three months.






















2.
Attach as an Exhibit the most recent financial statements, prepared in accordance with generally





Exhibit No.


accepted accounting principals, including a balance sheet and income statement for at least one full











year, for the transferee/assignee or parent entity that has been prepared in the ordinary course of











business, if any such financial statements are routinely prepared. Such statements, if not otherwise











publicly available, may be marked CONFIDENTIAL and will be maintained as confidential by the











franchise authority and its agents to the extent permissible under local law.



































SECTION IV. TRANSFEREE'S/ASSIGNEE'S TECHNICAL QUALIFICATIONS
























Set forth in an Exhibit a narrative account of the transferee's/assignee's technical qualifications, experience







Exhibit No.
and expertise regarding cable television systems, including, but not limited to, summary information about











appropriate management personnel that will be involved in the system's management and operations. The











transferee/assignee may, but need not, list a representative sample of cable systems currently or formerly











owned or operated.












Sheet 5: Sheet5

SECTION V - CERTIFICATIONS


























Part I - Transferor/Assignor


























All the statements made in the application and attached exhibits are considered material representations, and all the Exhibits












are a material part hereof and are incorporated herein as if set out in full in the application.
















































Signature





I CERTIFY that the statements in this application are true,












complete and correct to the best of my knowledge and belief and












are made in good faith.

































Date





WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE












PUNISHABLE BY FINE AND/OR IMPRISONMENT. U.S. CODE,





Print full name





TITLE 18, SECTION 1001.


























Check appropriate classification:














Individual

General Partner

Corporate Officer (Indicate Title)
Other. Explain:










































Part II - Transferee/Assignee


























All the statements made in the application and attached Exhibits are considered material representations, and all the Exhibits












are a material part hereof and are incorporated herein as if set out in full in the application.


























The transferee/assignee certifies that he/she:


























(a) Has a current copy of the FCC's Rules governing cable television systems.


























(b) Has a current copy of the franchise that is the subject of this application, and of any applicable state laws or local












ordinances and related regulations.


























(c) Will use its best efforts to comply with the terms of the franchise and applicable state laws or local ordinances and related












regulations, and to effect changes, as promptly as practicable, in the operation system, if any changes are necessary to cure












any violations thereof or defaults thereunder presently in effect or ongoing.
















































Signature





I CERTIFY that the statements in this application are true,












complete and correct to the best of my knowledge and belief and












are made in good faith.

































Date





WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE












PUNISHABLE BY FINE AND/OR IMPRISONMENT. U.S. CODE,





Print full name





TITLE 18, SECTION 1001.


























Check appropriate classification:














Individual

General Partner

Corporate Officer (Indicate Title)
Other. Explain:













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