Details of the Rainbow-1 sale agreement

[Ilya]

I don't remember if this has been already posted, but here are the details of the Rainbow-1 sattelite sale agreement as well as the text of the application submitted to the FCC by Echostar:

Application Part 1.
Application Part 2; Satellite Sale Agreement Part 1.
Satellite Sale Agreement Part 2; Letter Agreement (on Black Hawk) Part 1.
Letter Agreement (on Black Hawk) Part 2.

 

[riffjim4069]

It hasn't been posted, but as I recall, this information was included with the SEC filing. It's too bad we can't located or post the redacted sections of this agreement.

 

[Ilya]

It's interesting how E* claims that this transaction increases competition in MVPD (multichannel video programming distributors) market...
E*, being the second largest DBS and the fourth largest MVPD!

 

[James Long]

I don't remember if this has been already posted ...

It has been, at least twice. But it doesn't hurt to point it out again for those who may have missed it (or who are 'ignoring' the posters who have posted it).

JL

 

[Ilya]

It has been (posted), at least twice.

Well, I do remember you stating that the agreement is a public record, but I don't remember anyone posting the actual link. Though there were so many posts lately, that I might have missed it. If someone can point me to the right thread I can merge...

 

[Ilya]

Reading the Termination clause on page 20 of the Agreement, I don't see how Cablevision can possibly get out of this. Any lawers care to comment?

 

[T2k]

YEah: FCC denies the deal.

 

[rocatman]

YEah: FCC denies the deal.

For clarification, the FCC's real power related to this is the approval of the assignment/transfer of the DBS frequencies, not the actual sale of the satellite or uplink facility. If the FCC were to disapprove the assignment/ transfer, it wouldn't surprise me if Echostar took some sort of legal action. The other option for Echostar that I have mentioned elsewhere is to work a deal with the FCC whereby Echostar would essential give back to the FCC the 11 frequencies they have license to at 61.5 in exchange for the 11 that the Rainbow-1 satellite can use at 61.5. This would allow Echostar to utilize the large number of spotbeams on the Rainbow-1 satellite. I believe this latter option would still be worth $200 million to Echostar.

 

[James Long]

Well, I do remember you stating that the agreement is a public record, but I don't remember anyone posting the actual link. Though there were so many posts lately, that I might have missed it. If someone can point me to the right thread I can merge...

No need to merge, but the original links were in these two messages --- Post 321276 (02-17-2005, 08:16 PM) There are links to the application and sales agreement from the FCC status page noted in the post.

The exact previous posting was:

Here is E*'s application for Rainbow1 - You can download it from the FCC in four parts: 1 2 3 4
It contains redacted text of the deal signed with Echostar for your reading pleasure.

Post 385440 (03-06-2005, 04:50 PM)

As noted, I have no problem with seeing it linked again - especially as people are beginning to post comments on 05-72. I'd rather see those comments written with the proper background - even if I would not agree with the comments.

JL

 

[riffjim4069]

Reading the Termination clause on page 20 of the Agreement, I don't see how Cablevision can possibly get out of this. Any lawers care to comment?

Cablevision cannot get out of this contract nor can they or C. Dolan oppose the sale/transfer of Rainbow DBS assets and licenses. VOOM HD LLCs only hope is for the FCC to deny the sales the 61.5 licenses (temporary frequencies excluded) to EchoStar...or hope the FCC drags their feet and the agreement expires on 20 Jan 2006 (which certainly won't happen).

Ok, let's assume the FCC does deny this sale...what happends to Rainbow-1 and the Black Hawk uplink facility? Anyone care to read the document and the redacted portions?

 

[mike123abc]

Echostar has two outstanding slot requests with the FCC right now - One Canadian (like DIRECTV uses a Candian slot) one Mexican. It would be possible that they could move R1 to one of those slots if the FCC did not approve of the transfer of licenses at 61.5.

 

[Ilya]

The exact previous posting was...

Got it! thanks! Looks like I have missed it indeed! Your priority is now officially restored!
Well, since it was buried on the ninth page of the "Letter from Inverstors to Chuck" thread,
let's have this here, in a separate thread, since you don't mind. It will be easier to find it this way...

 

[Ilya]

Echostar has two outstanding slot requests with the FCC right now - One Canadian (like DIRECTV uses a Candian slot) one Mexican. It would be possible that they could move R1 to one of those slots if the FCC did not approve of the transfer of licenses at 61.5.

Isn't the satellite sale in the agreement contingent upon the FCC approval of the license transfer?

 

[Walter L.]

If CVC grants another extension to Chuck Dolan this week (as it has been hinted), I have no doubt that the FCC will kill the deal.

 

[mike123abc]

Isn't the satellite sale in the agreement contingent upon the FCC approval of the license transfer?

Possibly, but some parts of the agreement are redacted. There could be separate pricing that is confidential for things like what happens if the FCC does not approve the license sale, perhaps then the satellite only costs $180 million or something. Without the whole agreement it is impossible to tell, only CVC and Echostar know for sure.

 

[jsb_hburg]

A condition of the sale of the bird is the FCC approval of the transfer of the 61.5 frequencies per the agreement. No approval, no sale.

 

[lee espinoza]

Why would the FCC Say "NO" to the CVC/V*/E* deal but say "Yes" to the RM/D*/GM deal?

 

[James Long]

A condition of the sale of the bird is the FCC approval of the transfer of the 61.5 frequencies per the agreement. No approval, no sale.

Exactly. There is a lot of redacted text, but not in the key parts of the document where it ties the entire purchase together as one item. Without licenses there is no sale (although the purchase of Blackhawk falling through would not affect the purchase of Rainbow1).

The non-redacted sections also include the pledge that both Echostar and Cablevision will cooperate to gain FCC approval of the sale and Cablevision will solicit nor accept any other offers for the purchase of the facilities while the sale to Echostar is pending.

JL

 

[Ilya]

Here is the full text of the agreement. Not redacted. Posted by bruce in another thread.
http://www.sec.gov/Archives/edgar/data/1053112/000104746905006818/a2153426zex-10_45.htm

 

[jsb_hburg]

term 1.43 is interesting....