Letter from Inverstors to Chuck: (Voom/Echostar merge?)

[jdsabin1]

Dumb enough? Any one of the board members has a net worth more than you could probably dream of. Chuck Sr. has a net worth of $1.8 B while you're killing time on a message board! You really think you're in a position to offer those people financial advice???

Talk about pissing into the wind.

Are you a CVC shareholder? If so, get on the horn and get a plane ticket for the May shareholders meeting so you can attempt to really make a difference. While satelliteguys.us is a fine resource, I sorta doubt the Dolan clan or the Board members tune in here for tidbits of wisdom from the peanut gallery on how to run a multi-billion dollar Corporation.

Forget post of the day. This has the potential to be post of the year ... on *any* forum related to *anything*.

Aside from the fact that I damn near spewed coke out of my nose while reading it, it is so poignant it's scary.

I especially like this part: "While satelliteguys.us is a fine resource, I sorta doubt the Dolan clan or the Board members tune in here for tidbits of wisdom from the peanut gallery on how to run a multi-billion dollar Corporation."

Wow. Amen brother. Just amen.

 

[fantix]

Is me again... I guess by the time all of you read this you will already know that the website is up an running again.

Thanks for the replies to my message we are hoping for the best.

:shocked

 

[Vicki]

Thanks, fantix!!!

We're with you!!

@party bow :clap

Vicki

 

[rocatman]

Forget post of the day. This has the potential to be post of the year ... on *any* forum related to *anything*.

Aside from the fact that I damn near spewed coke out of my nose while reading it, it is so poignant it's scary.

I especially like this part: "While satelliteguys.us is a fine resource, I sorta doubt the Dolan clan or the Board members tune in here for tidbits of wisdom from the peanut gallery on how to run a multi-billion dollar Corporation."

Wow. Amen brother. Just amen.

Perhaps they should. Look at the mess that has occurred at CVC/Rainbow over the last few months with details of boardroom battles and family quarrels all over the media. We've had battling websites and to top it all off now a SEC inquiry. It maybe great drama to occupy the time of many of the folks on this forum but it is no way to run a multi-billion dollar corporation. I guess anything is acceptable to the Voom "true believers" on this forum as long as their precious Voom is saved. This includes Chuck Dolan apparently lying to board members based on the letter to him from the Class A shareholders representative.

Do you think it came as a shock to old Chuck Dolan that the CVC board voted to shut down Voom? If it was a shock then Chuck Dolan was out of touch with the board members. If it wasn't a shock, then why did he let the Rainbow-1 satellite get sold that was such a key to his Voom. Certainly James Dolan had authorization from the board to sell Rainbow-1 to Echostar. Chuck Dolan has controlling interest in CVC but all of this happen and now he is scrambling to save his Voom. Pure genius.

Now it appears Chuck Dolan has stacked the CVC board in his favor. Is he now going to break another promise and reverse a CVC board decision made prior to March 1? One could argue that this type of maneuvering is part of the way business is run in the U.S. but if Chuck Dolan breaks all these promises can anyone say he is a man of integrity?

Certainly the Dolans and the other CVC board members aren't looking for advise on a web forum but this does not preclude anyone here expressing their opinion and to believe that there hasn't been gross mismanagement at CVC including Chuck Dolan is a departure from reality.

 

[Vicki]

(snip)...This includes Chuck Dolan apparently lying to board members based on the letter to him from the Class A shareholders representative. (snip)

rocatman, I am, obviously, one of those "true believers" you referred to, but am open to considering other views.

What is your source for drawing this conclusion that Chuck Dolan lied to the Class A shareholders? I don't see that the letter from the Class A shareholder necessarily supports your opinion. Can you further illuminate the matter? Vicki

 

[rocatman]

rocatman, I am, obviously, one of those "true believers" you referred to, but am open to considering other views.

What is your source for drawing this conclusion that Chuck Dolan lied to the Class A shareholders? I don't see that the letter from the Class A shareholder necessarily supports your opinion. Can you further illuminate the matter? Vicki

According to the letter, Chuck Dolan told the board the following:

"...you told us explicitly that you would not take any action to override any decision that the Board took on or before February 28th. "

Chuck Dolan then took the following actions:

"We now understand that the VOOM business continues to take on subscribers and that this is being done, at least in part, through a newly-created web site (voomllc.com) remarkably similar to VOOM’s existing web site (voom.com). These efforts -- likely to deceive new subscribers and the public into believing that VOOM is still an authorized going business of Cablevision -- are in direct contradiction to the action taken by the Board on February 28th because they are an expansion rather than a shutdown of the business, and they are being done with funds that have not been authorized by the Board."

So apparently Chuck Dolan said one thing to the board but then took actions that were in direct contradiction to what he told the board. I can not see how this could be interpreted as anything else but lying. I welcome a different interpretation. In addition, the author of the letter states that the actions of Chuck Dolan were "likely to deceive new susbscribers and the public..." Yes, this is an opinion by the author of the letter and one could argue that deceiving is not lying, it is just not telling the truth.

I also pointed out that Chuck Dolan has added new members to the CVC board and was wondering if this was part of an "...action to override any decision that the Board took on or before February 28th. " We will find out on March 7th.

 

[Vicki]

The only thing is, that as far as I know, no one really knows what the agreement specified.

Chuck Dolan took actions that he apparently believed were within his right to do. The author of the letter apparently doesn't agree. But none of that necessarily makes Chuck Dolan a liar.

Either one could be correct, and the fact is that we simply don't know. But you're right...we'll find out soon!

 

[gutter]

Except the letter from the independent director says that the board delayed their action to shut down VOOM. What do you call killing the website and posting a message that they are taking no subs and VOOM will be termindated at the end of March? How is that delaying the the shutdown for a short period? If you delay the shutdown you don't try to stab it in the back. Who was doing in who. For Chuck ...it was a simple Tit-for-Tat. His Tat was just bigger then their Tit. (not sure this should be edited for double meaning).

 

[James Long]

Except the letter from the independent director says that the board delayed their action to shut down VOOM. What do you call killing the website and posting a message that they are taking no subs and VOOM will be termindated at the end of March? How is that delaying the the shutdown for a short period?

It isn't. But those actions were taken on February 28th when Cablevision made an announcement to say Voom operations were shutting down in no less than 30 days. Once they decided to delay the shutdown the website did reappear, briefly. Cablevision didn't want new customers at that time and removed it again. Turning back on the website with the GET IT option still there is contrary to shutting down operations. The Cablevision board has made no other efforts to shut down Voom since they wrote letter saying they were delaying action. They simply did not reverse any steps previously taken.

Why they didn't simply make the changes seen late Friday night on Tuesday is harder to understand. Perhaps they asked for the changes to be done and whomever does their website didn't get around to it until Friday. Both sides in this issue seem to have a problem dealing with public relations leading to the stress of everyone involved and watching.

JL

 

[graphiteRT]

I've asked this before. The LOA with Echostar for the satellite and uplink facility sale also contained the provision that customers would be supported through a transitionary period. Is a total shutdown a violation of that contract now?

Any legally versed types want to take a stab at that one?

How does the SEC view this?

 

[James Long]

The LOA with Echostar for the satellite and uplink facility sale also contained the provision that customers would be supported through a transitionary period. Is a total shutdown a violation of that contract now?

LOA? Cablevision signed a definitive agreement with Echostar, and in their SEC filing announced:

Rainbow DBS’ VOOM programming service will continue to provide service to its current customers during a transition period.​

The Satellite Sale Agreement filed with the FCC has Echostar providing a transition period to Voom. But nothing there that says that Cablevision can't shut down the service whenever they want. It is an obligation of Echostar to Cablevision/RainbowDBS to allow them to stay up for a while. Not an obligation of Cablevision/RainbowDBS to stay up.

JL

 

[graphiteRT]

Which part is difficult to understand JL? If they shut the Voom service before the deal is even approved, they haven't exactly "continued to provide service to its current customers during a transition period". Technically they are not holding to the terms of the agreement.

My question is does that put the entire agreement at risk. I'm looking for an unbiased legal opinion, not the resident E* slant.

 

[compson]

Which part is difficult to understand JL? If they shut the Voom service before the deal is even approved, they haven't exactly "continued to provide service to its current customers during a transition period". Technically they are not holding to the terms of the agreement.

My question is does that put the entire agreement at risk. I'm looking for an unbiased legal opinion, not the resident E* slant.

We'd have to see the language of the agreement. Since the deal did not include a transition of customers, it's hard to see why E* would care. The continued-service statement may be by way explanation and not actually in the agreement itself.

 

[Plasmata]

I think "continue to provide service to its current customers" refers to providing programming. No ones Voom service has been turned off, just the website.

 

[James Long]

Which part is difficult to understand JL? If they shut the Voom service before the deal is even approved, they haven't exactly "continued to provide service to its current customers during a transition period". Technically they are not holding to the terms of the agreement.

Well you dodged the LOA question, but what seems to be difficult to understand is that Echostar's obligation is to allow Cablevision to transition to some unnamed mode of service. The statement was made on January 20th when there was no other deal to approve. Plenty more has happened since then including the board vote on February 28th to shut down the service.

Did you expect Cablevision to keep Voom running until after the FCC decision?
Did you for some reason read that date into "a transition period"?
Cablevision didn't promise to keep Voom running until any specific date.

JL

 

[hdtvtechno]

The FCC is asking for industry and public comment on EchoStar’s plan to buy the DBS satellites of struggling satellite-TV provider Voom from Cablevision Systems.
(Broadcasting & Cable)

http://www.broadcastingcable.com/article/CA507466?display=Breaking+News

 

[rocatman]

The FCC is asking for industry and public comment on EchoStar’s plan to buy the DBS satellites of struggling satellite-TV provider Voom from Cablevision Systems.
(Broadcasting & Cable)

http://www.broadcastingcable.com/article/CA507466?display=Breaking+News

This was posted about 9 days ago in the Dish forum, the day that the FCC released the public notice on February 25th. I also believe it was posted in the Voom forum with a minimum amount of discussion. Actually it is only the one satellite, Rainbow-1, the uplink center in South Dakota and the DBS frequency licenses. Here's the link to the FCC to the public notice:

http://svartifoss2.fcc.gov/servlet/ib.page.FetchAttachment?attachment_key=419728

 

[graphiteRT]

Well you dodged the LOA question, but what seems to be difficult to understand is that Echostar's obligation is to allow Cablevision to transition to some unnamed mode of service. The statement was made on January 20th when there was no other deal to approve. Plenty more has happened since then including the board vote on February 28th to shut down the service.

Did you expect Cablevision to keep Voom running until after the FCC decision?
Did you for some reason read that date into "a transition period"?
Cablevision didn't promise to keep Voom running until any specific date.

JL

I'm not dodging any questions. Let's call it "the agreement" if that makes you happier. LOA or definitive is not the point.

We obviously disagree on what a transitionary period is. Let's see if the SEC and FCC do, since those are the opinions that count. I say it looks bad if you show up to approve the deal which contains that language and you've already abandoned your customers(via the shutdown of Voom) when there was an alternative put on the table(Dolan Sr. offer).

That's it in a nutshell. There are two key approvals needed for this deal to happen. The SEC approval of the assets sale and FCC approval of the transfer of rights to broadcast with those transponders. I don't think approval from one automatically means approval of the other.

Mod Edit

 

[hd_SDI_1080i]

All speculation – fat lady has not begun to sing. Monday should be interesting.

In the mean team – enjoy your Voom service. If you don’t have Voom go for a walk

 

[James Long]

We have had two threads on the comments process here in the Voom news forum. So far only one party has commented to the FCC ... Echostar. They filed their applications via the ECFS.

(It's a good way for thise who couldn't find the apps otherwise to find them.)

Oddly enough the FCC STATUS PAGE for the application still shows the status as Filed - payment received even though the FCC has been accepting comments for a week and one poster said the application had not been accepted ...

In any case, comments are due March 28th. Oppositions to those comments by April 12th. And replies to any oppositions by April 18th.

And yes, this is only dealing with the licenses for the Rainbow1 Satellite and the Blackhawk Uplink - not the other licenses and assignments RainbowDBS still holds (or the content and customer base).

JL