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From YouTube: RCN CATV License Transfer Hearing 12-01-16
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A
Good
afternoon
I'm
Joshua
Franklin
Hodge,
the
chief
information
officer
for
the
city
of
Boston.
We
are
here
this
afternoon
to
consider
a
request
for
a
license
transfer
of
the
open
video
system
license
held
by
rcn
telecom
for
to
provide
video
service
in
the
city
of
Boston
I'm,
going
to
hand
the
microphone
over
to
Mike
Lynch,
the
director
of
our
office
and
broadband
and
cable
to
kick
off
the
proceedings
and
take
us
through
the
agenda
today.
Thank.
B
You
I
appreciate
I
want
to
take
this
opportunity
to
introduce
rcn
telecom
services
of
Massachusetts
representatives.
They
are
to
my
far
right,
jeff
carlson
vice
president
and
general
manager
for
Boston
in
Massachusetts
and
Tom
steel.
Vice
president
for
regulatory
and
Lord,
if
I
remember
correctly,
I
think
that's
a
national
title
for
you
right.
Yes,.
B
Steele
has
offered
a
PowerPoint
presentation,
which
we
will
introduce
now
and
would
like
to
have
him
walk
through
the
transaction,
which
is
somewhat
complicated,
but
essentially
a
private
equity
firm
by
the
name
of
tpg
is
acquiring
to
cable
companies,
rcn
telecom
services
and
grande
communications
out
of
texas.
I
believe
and
they're
going
to
transfer
them
to
a
firm
called
radiate
holdings,
which
is
a
subsidiary
and
a
minority
investor
is
also
involved,
and
I
believe
mr.
Steele
will
touch
on
that
and
that
is
Google
capital.
The
alphabet,
Inc
growth
equity
investment
fund.
Mr.
Steele,
thank.
C
C
The
transfer
has
a
transaction
intensity
affiliated
with
tpg
partners.
Viii
LP
has
entered
into
an
agreement
to
acquire
control
of
the
local
rcn
franchisees
after
the
transaction
closes,
radiate
holdings
LP,
a
limited
liability
partnership
that
will
be
majority
owned
and
controlled
by
tpg
will
control
the
local
rcn
franchises
it
in
in
particular,
fo
Boston
rcn
telecom
of
Massachusetts
LLC
minority
non-controlling
equity
interests
in
radiate
holdings
will
be
held
by
google
capital,
which
is
now
known
as
capital
g
rio
ft
holdings
in
two
members
of
the
patriot.
Media's
management
team
will
also
be
board.
C
Members
bring
it
to
a
total
of
seven
with
tpg
having
the
majority
control
who
is
TPG.
Tpg
is
controlled
by
david
bonderman
and
James
G
Colter
font
founded
some
24
years
ago.
It's
a
while
it
isn't
hasn't,
been
active
in
the
telecom
sector.
It
has
been
a
most
active
in
the
private
equity
as
a
private
equity
investor,
in
what
the
East
internet
ecosystem
has
73
billion
dollars
in
assets
under
management
and
over
8
billion
dollars
and
uncalled
capital
commitments
available
to
the
TPG
fund,
providing
the
equity
financing
for
the
acquisition
of
the
systems.
C
The
aggregate
purchase
price
of
the
transaction
will
be
approximately
1.6
billion
dollars
for
rcn
and,
as
Mike
mentioned
in
his
opening
remarks,
grande
communications
will
also
be
part
of
the
purchase
for
another
625
million,
bringing
it
to
2.25
billion
dollars.
The
purchase
price
includes
amounts
required
to
refinance
our
cns
existing
funded
debt.
C
One
point:
eight
to
five
billion
dollars
of
new
debt
is
expected
to
be
split
as
follows:
one
point:
three:
three
billion
in
seven
year:
senior
secured
term
loan
and
495
million
dollars
in
an
eight
year,
senior
unsecured
notes,
the
aggregate
equity
contributions
of
with
aggregate
equity
contributions
of
528
million
dollars
and
I
guess.
This
amounts
to
a
letter
of
credit,
a
secured
commitment
for
a
five
year.
150
million
dollar
senior
secured
revolving
facility
to
support
our
sins
future
liquidity
needs.
C
C
It
will
continue
to
manage
the
system
zaps
of
the
transaction
closes,
so
in
other
words,
tpg
will
contract
with
Patriot
management,
and
the
management's
team
will
remain
the
same,
so
the
sale
will
be
seamless
to
the
customers,
both
in
terms
of
who's
running
the
system.
Jeff
and
I
will
stay
on
board
and
the
billing
will
stay
the
same.
There
won't
be
any
changes
in
the
way
the
bill
is
presented.
C
C
We
see
some
of
the
benefits
of
the
transaction
to
include
continuing
the
management
of
the
local
rcn
systems,
bringing
grande
which
bringing
grande
aboard
they
have
over
a
hundred
thousand
cable
subscribers
and
with
the
end,
it
may
serve
to
enhance
our
ability
to
get
better
financing.
Our
borrowing
capability,
I
mean
certainly
our
programming
arrangements
and
established
greater
operating
facility
efficiencies.
The
Patriot
team
has
been
managing
grande,
for
the
last
say
three
or
four
years,
and
so
that
again
is
something
that
will
be
an
easy
transition
to
make
it
more
formally
merged
into
our
CN.
C
We
have
FCC
approval,
it's
been
finalized,
we
have
full
FCC
approval.
We
also
have
HSR,
which
is
a
heart,
something
Rodino
Howard
Scott
Rodino,
which
has
approval
from
the
DOJ
Department
of
Justice,
that
no
antitrust
implications,
I've
been
going
around
getting
consents
from
states
and
from
local
franchises.
Like
Boston.
We
have
seven
already
in
the
boston
market
that
have
been
proved
and
the
others
we've
already
had
hearings
like
this,
and
we
is
waitin
for
the
formal
word
of
approval,
the
expected
closing
date
we
as
soon
as
possible
after
the
consents
and
approvals
are
obtained.
C
B
D
Thank
you
all
for
having
us
here.
Thank
you,
Tom
for
the
introduction.
My
name
is
jeff
carlson.
I
am
the
senior
vp
and
GM
for
the
boston
market
for
rcn.
I
have
been
with
the
organization
since
right
after
the
Patriot
media
people
took
over
in
September
of
10
and
I
have
relationships
going
back
with
the
Patriot
media
people
going
back
25
years,
I
had
a
working
relationship
with
with
Jamal
and
our
CEO
for
for
25
years.
D
From
my
perspective
and
the
perspective
of
our
employees
and
the
customers
and
the
Patriot
mediate
people
and
I'm
sure
tpg.
One
of
the
one
of
the
better
points
of
this
situation
is
the
continuity
that
we're
all
going
to
see.
I
think
tpg
was
very
interested
in
seeing
the
current
management
stay
in
place.
They
they,
like
the
philosophies
that
we
had.
They
like
the
results
that
we've
had.
D
We
believe
that
we've
had
a
great
partnership
with
the
city
of
Boston
and
we
intend
to
continue
that
we've
had
an
expansion
in
the
city,
including
about
5,000
homes
in
Dorchester,
and
we
would
like
to
continue
all
those
considerations
going
forward
as
well
and
I'm
sure
the
the
TPG
folks,
along
with
Patriot
media,
are
much
more
interested
in
expansion
that
we
were
five
years
ago
and
as
we
heard
briefly,
you
know
we
are.
We
are
moving
read
ahead
with
the
with
the
three-dot
one
docsis
platform,
which
would
bring
gigabit
services
to
the
city
of
Boston.
D
C
Every
year,
we're
partnered
with
the
maze
we
could
free
Wi-Fi
initiative,
offering
backhaul
support
without
fibre
provided
fiber
to
the
city's
Network
for
approximately
ten
city
facilities
built
a
video
return
for
the
Boston
City
Council
cablecast
facilities
and
offered
channel
82
as
a
fifth
five
access
channels
that
we
offer
to
the
city.
This
one
is
the
fifth
for
government
use
we've
expanded.
C
B
Thanks
thanks
mr.
Steele
mr.
Carlson.
Thank
you
both
Tom.
You
touched
on
some
of
the
highlights
of
the
relationship
that
Sen
has
in
the
commitments
that
Sen
has
made
to
the
city
and
we're
grateful
for
them.
Can
you
arrange
somehow
for
radiate
Holdings
to
describe
that
these
commitments
will
continue
in
recognition
of
of
the
license
and
commitments
outside
the
license
that
have
been
made?
You.
B
Thank
you
at
this
point.
I
just
want
to
note
that
our
C
and
Telkom
and
radiate
holdings
are
complying
with
our
request
that
we
have
made
for
data
I'd,
also
like
to
noticed
on
had
mentioned
that
just
yesterday
the
FCC
approved
this
transaction
an
entirety.
What
we're
doing
here
today
is
a
process
related
to
the
transfer
of
control
on
the
Boston
system.
Only
I,
just
I
am
stating
the
obvious
I
apologize
for
that,
but
it's
worth
bearing
following
this
hearing.
B
B
Ninth,
when
the
comment
period
for
this
transfer
process
will
end
evaluating
the
fact
is
under
consideration
and
their
impact
on
this
system,
the
subscribers
in
the
city
and
audits,
a
report
and
recommend
to
the
issuing
authority
mayor
Walsh
as
a
brief
sort
of
follow
up
clarification
because
of
the
long
history
of
asean
in
boston
related
to
our
electric
utility.
Now
eversource
I'd
like
to
ask
mr.
Steele
just
to
clarify
the
relationship
between
rcn
who,
when
they
first
came
into
the
boston
market,
were
partly
owned,
I
believe
by
Boston
Edison.
C
That
is,
we
were
referring
to
Boston
Edison,
not
in
star,
not
everything,
but
yes,
initially
in
1997
rcn
entered
into
a
joint
venture
with
then
Boston
Edison
informed
our
CNB
cocom.
That
was
that
partnership
was
dissolved
in
2004,
however,
nstar
retained
ownership
of
our
network,
they
actually
own
the
network
and
then
we
leased
space
on
it.
In
2015
we
took
the
added
step
of
essentially
buying
our
own
network
from
and
ever
source.
C
B
I
had
a
series
of
questions
that
I
wanted
to
ask
mr.
Steele
and
in
his
presentation
today
he
has
answered
partially
some
of
them,
but
I'd
like
to
still
sort
of
go
through
them
for
the
record
and
for
some
further
clarification.
As
mr.
Steele
indicated
our
be
partners
and
our
CN
introduced
a
management
team
back
in
2010.
The
Patriot
media
group
I'd
like
to
know
if
we
could
have
mr.
Steele
well
mr.
Carlson,
describing
willfully
the
relationship
and
how
to
PG
anticipates
maintaining
that
management
relationship
with
Patriot
media
group
going
forward.
D
D
B
Great
mr.
causes
of
still
as
possible
that
either
one
of
you
actually
answered
my
follow-up
questions
and
in
eight
years
is
good
because
a
is
exceeds
the
full
years
remaining
in
the
term
of
the
current
license.
Is
it
possible
to
get
that,
if
not
the
agreement
itself,
some
some
paper
evidence
of
the
agreement
between
it.
C
B
Think
we
already
touched
on
the
questions
about
google
capital.
We
had
a
question
here
and
just
I
would
say,
don't
anticipate
that
the
answer
will
come
today,
but
if
you
can
by
december
9th
how
much
per
subscriber
to
tpg
agree
to
pay
our
brief
or
control
of
our
CN
and
that
would
be
exclusive
of
Grande
the
documentation
we
received
collapsed
all
energies
into
one.
So
we
were
able
to
certain
that
the.
C
The
person
scriber
valuation
is
really
more
applicable
to
the
older
days
when
we
just
had
cable
subscribers
and
we
were
transferring
a
cable
license
in
this
sale.
You
have
you
have
telephone
customers,
you
have
broadband
customers
and
you
have
it's
hard
to
describe.
Actually
who
was
subscriber
is
because
it
customer
might
have
all
three
services
to
serves
is
one
of
variation
of
the
theme,
so
it's
not
something
that
was
broken
down
on
a
personal
scrubber
basis
as
we
were
used
to
in
the
past.
C
B
B
B
B
D
I
think
from
a
practical
standpoint,
it's
really
combining
two
systems
gives
gives
us
more
scale
and
more
buying
power
to
bring
down
particularly
costs
associated
with
programming
would
give
us
much
more
leverage
in
terms
of
the
deals
we
cut
out
programming
and,
as
we
know,
that's
you
know,
one
of
the
biggest
drivers
of
the
economics
behind
this
business
right
now
is
is
the
is
the
explosive
cost
of
programming.
So
there's
there's
there's
definite
benefits
in
the
scale
we'd
see.
If
and
combining
the
two
companies
we.
C
Really
have
a
jump
on
this
because
the
patriot
media
team
was
managing
Grande
I
participated
over
the
last
couple
of
years,
and
you
know
sort
of
working
with
grande
folks
and
the
chant
do.
We
know
change
in
their
their
team.
No
change
in
our
team,
but
the
merge
of
the
two
companies
I
think
gives
us
some
of
the
volume
benefits
well.
B
I'm
glad
to
hear
that,
because,
just
yesterday
the
city
received
a
rate
notice
from
you,
mr.
Steele,
regarding
surcharges
on
broadcast
sports
and
entertainment
fees
that
are
essentially
amount
to
six
dollars
per
month
per
subscriber
in
your
transmittal.
You
indicated
that
these
costs
to
do
to
these
increases
are
due
to
programming
costs,
but
we
don't
actually
have
any
evidence
of
that.
We
simply
have
the
statement
of
that.
B
As
you
know,
and
I
know,
we
know
because
we
get
the
calls
boston
residents
are
frustrated
with
these
searches
from
and
they
questioned
the
lack
of
an
explanation
for
them.
We
share
the
same
frustration
as
one
of
you
could
define
the
programming
cost
increases
for
us
and
why
say,
for
instance,
broadcast
has
gone
up
two
dollars
this
year
for
I
believe
to
150
this
year
for
a
total
of
approximately
seven
dollar
fifty
cents
a
month.
I
think
great.
C
Yes,
maybe
70
yeah
753.
Anything.
The
the
cost
of
programming
is
something
that
in
the
in
the
past,
it
may
have
gone
up
marginally.
We
would
raise
our
rates
and
when
people
said
to
us,
you
know
you're
raising
your
rates.
While
your
reason,
you
see
well
the
cost
of
programming
and
they
would
scoff
at
that,
and
we
would
be
left
saying
no,
it's
real.
In
the
last
few
years,
we,
along
with
probably
the
entire
industry,
pretty
much
the
entire
industry
has
so
has
sought
to
educate
the
consumer.
C
If
you
will,
by
isolating
on
the
bill,
not
really
a
rate
increase
but
a
surcharge
that
covers
the
cost
only
partially
of
what
the
programming
costs
really
are.
You
know
the
broadcaster's
in
the
best
would
not
insist
on
dollar
payments
for
our
carriage
of
their
programming,
but
rather
we
look
to
our
NBC.
You
would
want
MSNBC.
You
want
CNBC
you'd
in
every
three
years,
you'd
be
coming
back
in
the
retransmission
cycle,
asking
for
more
channels.
C
However,
what
we
liked
the
consumers
to
know
our
subscribers
to
know
is
that
when,
when
they
pay
us
that
money
monthly,
we
don't
receive
that
in
any
way
as
a
profit.
It's
really
we're
collecting
that
money
in
passing
it
through
to
the
broadcaster's
the
same
with
the
networks,
the
networks,
the
cable
networks,
saw
what
the
broadcaster's
were
getting
and
said.
We
want
a
piece
of
that
as
well,
and
those
prices
went
up
and
then
the
sports
programming.
Everybody
knows,
sports
programming
is
outrageously
priced
in
the
cost
there.
C
It
went
up
a
competitive
position
of
a
company,
the
size
of
our
CN.
You
cannot
compete
without
the
full
complement
of
programming.
We
just
can't
do
it.
If
we
were
to
drop
some
of
these
networks,
it
would
hurt
us
in
a
competitive
marketplace.
So
what
we've
done
has
become
as
transparent
as
we
could
be
in
itemized
on
our
bills,
these
surcharges
that
show
what
the
customers
pay
us
and
what
we
then
in
turn
pay.
Then
the
broadcast
networks,
yet
detainment
networks
and
sports
it
it's
a
real
thing.
Programming
costs
are
soaring
and
again
we
don't.
B
You
could
I
think
to
better
understand
the
cost.
Again.
These
are
surcharges
these
are
coming
in
above,
and
there
is
a
rate
card,
presumably
below
this,
where
some
of
those
costs
have
already
been
built
in
I'm,
not
I'm,
not
certain
that
in
the
four
years
that
surcharges
have
been
applied
to
the
bill,
that
those
are
all
incremental.
Inu
costs
I'm
wondering
about
what
has
been
built
in
sort
of
below
the
line
in
the
initial
rate
itself.
So
if
you
could
also
actually.
C
B
At
this
point,
I'd
like
to
turn
to
another
element
that
was
previously
touched
on
in
the
slide
presentation,
Dave
slide
16-
and
this
is
just
I-
wanted
to
note
for
those
of
us
who
are
participating
here
today.
This
is
an
illustration
of
the
commitment
that
rcn
has
made
to
Boston
in
terms
of
its
build
out
as
the
rcn,
mass
or
ASEAN
greater
boston
network
has
found
new
capital
for
investment
over
the
last
seven
years.
They
have
shared
that
with
Boston.
We
have
it.
B
B
Finding
this
expansion
to
be
successful,
yes,
love
that
talk,
I,
believe
in
the
last
couple
of
months
here
signed
with
Everett
and
ever
it
is
very
close
to
one
of
our
northernmost
neighborhoods
over
there
East
Boston,
and
we
thought
that
maybe
you
were
looking
at
East
Boston
I
was
wondering
if
either
one
of
you
could
share
what
your
plans
are
today.
What
you
think
your
plans
will
be
going
forward
under
tpg
ownership?
Well,.
C
Yeah,
we
were
well
aware
of
ntp
geez
well
aware.
The
commitment
to
you
know
not
leave
the
city
behind
as
we
expand
in
elsewhere.
Everett
ever
been
on.
That
sort
of
north
side
allows
us
to
come
in
from
a
hub.
We
have
in
stoneham
more
easily
to
serve
East
Boston,
be
problem
of
reaching
East.
Boston
was
getting
from
Southie
over
there
in
working
our
way
through
some
right,
aways
issues
with
the
Port
Authority
and
MBTA,
and
all
that
it
all
goes
away.
C
The
past
we've
tried
to
expand
more
in
south
boston,
arrange
to
some
issues
with
underground
construction,
not
so
much
the
city's
coordination
of
our
support,
but
more
with
the
electric
utility
and
the
other
utilities.
I
won't
use
the
word
hoarding,
but
the
hoarding
their
conduit,
and
we
we
hope
about
to
have
similar
problems
with
that.
We
have
floor
anxious
to
make
sure
we
coordinate
well
with
the
public
improvement.
C
Commission
I
know,
there's
some
leadership
changes
there
with
the
Department
of
Public
Works,
because
you
know
what
it's
difficult
enough
to
build
in
the
city,
but
when
streets
are
restored
and
then
we're
told
we
can't,
we
can't
disrupt
the
streets.
Oh,
it's
not
cost-effective
to
do
so,
because
you
have
to
restore
the
whole
street
again
so
we'd
love
to
be
able
to
do.
You
have
a
better
coordination
with
the
Department
of
Public
Works
in
particular
to
make
sure
that
they
don't
get
out
ahead
of
us
in
forestall
our
ability
to
reach
neighborhoods
well.
B
As
you
know,
I
think
the
city
has
a
program
called
Kobach's,
the
City
of
Boston
utility
Coordinating
Committee.
Essentially,
that
is
it's
really
designed
to
make
sure
that
utilities
and
provided
such
yourself
would
have
to
get
underground,
can
do
so
in
a
planned
manner
in
which
it's
not
disruptive
to
cities
build
out
stuff
like
that
as
well.
I,
don't
know
you
actually,
if
you
wanted
to
touch
it
all
a
couple
of.
D
A
The
expansion
that
has
been
done
in
the
last
few
years
and
they're
happy
to
know
that
you
have
done
the
planning
work
for
future
expansions
in
Boston.
On
that
two
things
I'd
mentioned
Mike
refer
to
co
box,
which
is
our
utility
coordination
system.
The
public
works
department
is
has
generally
expressed
an
interest
to
work
with
utility
companies
and
even
on
a
purely
speculative
basis.
A
If
there
are
established
plans
for
where
you
know,
you
need
to
dig
a
typically,
our
public
works
department
requests
that
those
plan
to
be
made
available
or
may
be
entered
into
co
bucks
at
the
earliest
possible
stage
that
will
give
them
the
opportunity
to
coordinate
with
you.
In
many
cases,
we
as
a
city
will
actually
delay
repaving
projects
to
create
a
window
of
opportunity
for
utility
companies,
but
that
is
the
best,
the
best
pathway
into
that
that
system.
A
The
other
thing
I
would
refer
you
to
the
city
of
Boston
recently,
did
an
inventory
of
all
of
the
conduit
that
we
own
as
the
city
which
may
be
available
for
lease
by
private
parties
for
the
installation
of
fiber
there's
a
considerable
amount
of
what
we
call
shadow
conduit
that
exists
throughout
the
city
that
is
now
a
digital
map
available
on
our
website
will
send
you
the
URL
footprint
in
South
Boston
as
well.
So
it's
review
that
see
if
it
might
help
just
in
keeping
with
the
the
broader
topic
of
capital
and
construction
and
expansion.
A
A
Definitely
be
interested
in
learning
more
about
that.
You
know.
As
Mike
mentioned,
one
of
our
responsibilities
is
to
determine
the
financial
capability
to
operate
the
system,
and
you
know
you
referenced.
150
million
dollar
revolving
credit
line,
which
we
appreciate
ken
support
sort
of
day-to-day
ongoing
operations.
You
also
referenced
the
hope
that
increased
efficiencies
that
you
might
see
by
this
combined
entity
will
create
space
to
facilitate
futures
system
upgrades.
That
said,
I
think
it
is
a
point
of
some
concern
by
the
city
that
the
capital
costs
associated
with
continuing
to
operate.
A
A
current
cable
television
system
are
substantial
and
if
you
look
at
whether
it
be
the
relatively
incremental
upgrade
of
docsis
from
30
to
31,
whether
you
look
at
the
continued
expansion
of
fibre-to-the-home
offerings
that
we're
seeing
from
other
cable
companies
around
the
country.
Just
yesterday,
LTS,
which
owns
I
recently
acquired
a
number
of
cable
systems,
announced
their
intention
to
convert
their
entire
plan
to
fiber
to
the
home,
even
with
no
expansion.
It's
our
expectation
that
maintaining
a
current
cable
system
will
require
substantial,
ongoing
infusions
of
capital.
A
C
C
B
Thank
you
touching
on
something
again
that
you
had
referenced
earlier
in
your
PowerPoint
presentation,
but
we
know
that
you
have
plans
and
tpg
has
plans
for
launching
new
gigabit
service
in
Boston,
as
I
think
has
previously
been
announced
in
other
areas
that
rcn
serves
around
the
country
and
I.
Think
last
week
there
was
a
report
that
locally
RC
and
we
dumped
doubling
their
speeds
for
Boston
and
your
other
consumers
with.
C
C
B
Minute:
okay,
thank
you
very
much
all
right
and
then.
Lastly,
I
wanted
to
just
touch
on
an
issue
that
we've
been
working
on
and
make
sure
that
tpg
is
aware
of,
and
is
agreeable
and
amenable
to
continuing
the
ongoing
revenue
review.
That
rcn
is
engaged
in
with
the
city
and
willing
to
sort
of
stand
in
Aubrey's
place.
If
you
will
on
that
subscribership
review
in
any
adjustments
to.
B
C
Jeff
go
back
to
the
other
two
on
that
issue.
We
matter
was
brought
to
our
attention
by
the
city.
I
would
expect
that
that
will
we've
we've
got
that
under
very
active
review
ourselves
and
I
would
think
that
this
would
be
resolved
well
before
the
closing.
So
it
wouldn't
be
an
issue
for
tpg
at
all,
we'll
take
care
of
it
within
a
week
or
two
very.
A
C
D
The
most
part,
the
the
Ducks,
through
that
one
upgrade
the
predominance
of
the
capital,
has
already
been
done.
We've
already
prepared
our
hubs
for
the
for
the
increased
speed
and
in
the
different
different
data
protocol
that
three
that
one
runs
on
for
the
most
part,
the
consumer
equipment.
Most
of
what
we
purchased
in
the
past
two
years
has
been
gigabyte
capable,
so
we're
in
a
good
position,
really
we're
really
down
to
licensing
to
get
the
you
know,
gigabyte
services
delivered
in
the
footprint
and
/
to
end
in
particular
Boston.