New SEC filing - deals with funding during March

[Alto101]

It was just posted today and provides some good insight into how Voom will be funded and operated this month. See attached pdf for complete text.

On March 8, 2005, Charles F. Dolan and Thomas C. Dolan entered
into an agreement with the Issuer pursuant to which Charles F.
Dolan will fund costs of the Issuer's Rainbow DBS business
above those that would have been incurred under a shutdown
budget (the "DBS Agreement"). Pursuant to the DBS Agreement,
Charles F. Dolan will deposit with the Issuer cash and/or
shares of Class A Common Stock or Class B Common Stock to fund
such costs. The Issuer shall make withdrawals from the cash
and/or shares so deposited to fund the additional costs. These
withdrawals shall be made first from cash amounts, then from
any shares of Class A Common Stock and then from any shares of
Class B Common Stock that may have been deposited. The DBS
Agreement will terminate on March 31, 2005 or may be
terminated by Charles F. Dolan at any earlier time. Upon the
termination of the DBS Agreement, all cash, Class A Common
Shares and Class B Common Shares deposited by Charles F. Dolan
but not used to fund costs of the Rainbow DBS business shall
be returned to Charles F. Dolan."

Cablevision and Charles F. Dolan ("Dolan") intend to
work together in an open and cooperative manner to
finalize the separation of Rainbow DBS from
Cablevision. Cablevision has begun the shutdown of
the business of Rainbow DBS. No new shutdown actions
will be undertaken. The business will continue to be
operated in accordance with the budget of Required
Costs for March agreed to by Cablevision and Dolan
(the "Baseline Plan"), subject to modification as
provided below. Cablevision and Dolan agree not to
take any actions, directly or indirectly, that are
inconsistent with the Baseline Plan, except that
Dolan may cause actions inconsistent with the
Baseline Plan to be taken as provided below under
"Expenditures" and "Commitments and Changes".

Expenditures: The Rainbow DBS business shall continue to make the
expenditures that would have been incurred under the
Baseline Plan. Expenditures above such amounts
("Additional Expenditures") shall be made only if
authorized by the Chief Financial Officer of
Cablevision or his designee (the "CFO"), which
authorization shall be provided if the CFO is
satisfied that cash or Funding Shares are on deposit
with Cablevision (excluding Segregated Shares)

 

[Alto101]

I meant to post this part as well. If I am reading this correctly, if this agreement expires and no new agreement is enacted, then Voom will shut down on March 31st? No new 30 day shut-down process, just turn the signal off?



This Agreement shall terminate at 5:00 P.M. New York
City time on March 31, 2005. Dolan shall have the
right to terminate this Agreement at any earlier
time. Upon any termination (i) any cash or Funding
Shares not previously cancelled, other than
Segregated Cash or Segregated Shares, shall be
returned to Dolan, and (ii) the shutdown of Rainbow
DBS shall be implemented immediately. Cablevision
may terminate this Agreement immediately upon the
occurrence of any breach of the terms
hereof by Dolan or Tom Dolan. Upon any termination, the
Segregated Cash and Segregated Shares shall be held as
security against claims arising out of the commitments or
actions that gave rise to their segregation.

 

[Alto101]

Can I make a request here? There are many open threads to discuss what we will do if Voom shuts down. Can we post that kind of info in those topics? I think that this SEC filing is very intersting and contains important info but I am seeing that this kind of discussion is not taking place because of the off-topic posting so far.

Thanks

 

[Sean Mota]

Thread splitted and all OT comments on their own thread. Alto101, I agree with you and thank you for emphasizing the same.

 

[Alto101]

Here is one of my questions. If this agreement expires at the end of March and Cablevision decides to shut down Voom, are they allowed to turn the signal off on April 1st? I was under the impression that they had to contact all of the subscribers and give them sufficient warning to allow the subscribers time in order to have another service installed prior to Voom going dark. To date, there has been no word to subscribers from Cablevision except for the message that appeared on Voom's website which I am guessing most of the subscribers never saw.

Any thoughts?

 

[Bruce]

Check the customer service agreement, see if there is a 'loophole' that allows them to do that, or not.

 

[kelljc]

Here is one of my questions. If this agreement expires at the end of March and Cablevision decides to shut down Voom, are they allowed to turn the signal off on April 1st? I was under the impression that they had to contact all of the subscribers and give them sufficient warning to allow the subscribers time in order to have another service installed prior to Voom going dark. To date, there has been no word to subscribers from Cablevision except for the message that appeared on Voom's website which I am guessing most of the subscribers never saw.

Any thoughts?

I would guess if that happens no more "VOOM" , We're using are 30 day's right now, they have stated March31, shutdown, but don't worry we still have C-band.

 

[Alto101]

Check the customer service agreement, see if there is a 'loophole' that allows them to do that, or not.

Here is what I found:

(b) Programming and Rate Changes by Us: All programming, program services, program packages, number of channels, channel allocations, high-definition ("HD") channels, standard-definition channels, broadcast channels, interactive services, data offerings and other VOOM Services are subject to change, from time to time in our sole discretion. We reserve the right to change, re-arrange, add or delete any or all of the VOOM Services, including but not limited to programming packages, selections in those packages, rates, and any other services we offer, from time to time in our sole discretion. We will endeavor to notify you of any change and its effective date that is within our reasonable control. If you do not cancel your VOOM Service after such notice, your continued receipt of the VOOM Service will constitute your acceptance of the change.

 

[kelljc]

Here is what I found:

(b) Programming and Rate Changes by Us: All programming, program services, program packages, number of channels, channel allocations, high-definition ("HD") channels, standard-definition channels, broadcast channels, interactive services, data offerings and other VOOM Services are subject to change, from time to time in our sole discretion. We reserve the right to change, re-arrange, add or delete any or all of the VOOM Services, including but not limited to programming packages, selections in those packages, rates, and any other services we offer, from time to time in our sole discretion. We will endeavor to notify you of any change and its effective date that is within our reasonable control. If you do not cancel your VOOM Service after such notice, your continued receipt of the VOOM Service will constitute your acceptance of the change.

AND??????????????

 

[Sean Mota]

It does not say one way or the other, if I am reading it correctly.

 

[James Long]

Here is one of my questions. If this agreement expires at the end of March and Cablevision decides to shut down Voom, are they allowed to turn the signal off on April 1st?

Any thoughts?

Upon any termination ... the shutdown of Rainbow DBS shall be implemented immediately.​

There is a lot of interpretation to that simple phrase. In the end, it comes down to what Charles Dolan is willing to do:

Charles F. Dolan and Thomas C. Dolan entered into an agreement with the Issuer pursuant to which Charles F. Dolan will fund costs of the Issuer's Rainbow DBS business above those that would have been incurred under a shutdown budget (the "DBS Agreement").​

Cablevision is responsible for the cost of a shutdown (regardless of if Voom stays on or not). Charles and Tom are responsible for every additional dollar spent.

If the Dolans decide to let Voom shut down they still need to pay the difference between a shut down on Cablevision's schedule and the new shutdown schedule. That's why I'm saying that it is up to Charles Dolan if he wants to fund 30 days of shutdown after March 31st or close within a week. It is his money vs his personal feelings of responsibility.

Cablevision has begun the shutdown of the business of Rainbow DBS.​

An interesting line to include in the SEC filing. I hope that IF Voom shuts down it isn't immediate and they give a week or month.

And, as noted before, I hope Voom makes it long past March 31st.

JL

 

[Alto101]

Well I am not sure this part of the agreement really covers terminating the entire Voom service, but all they say is, "We will endeavor to notify you of any change and its effective date that is within our reasonable control"

I would hope that if Voom goes dark, they would at least send out a letter in the mail and give everyone two weeks from that date to get another provider lined up.

 

[kelljc]

Well I am not sure this part of the agreement really covers terminating the entire Voom service, but all they say is, "We will endeavor to notify you of any change and its effective date that is within our reasonable control"

I would hope that if Voom goes dark, they would at least send out a letter in the mail and give everyone two weeks from that date to get another provider lined up.

And What Point are you trying to make: that's 2 thread's now with the same talk. Are you A Voomer?????

 

[Alto101]

And What Point are you trying to make: that's 2 thread's now with the same talk. Are you A Voomer?????

I am puzzled as to why you would post this when everyone else is having a useful discussion about the topic. If you have a question for me that is OT, feel free to send me a personal message and I will respond.

To add something on topic, seeing the details in writing explaining how Chuck will pay for the service in March out of his own pocket increases my faith that he is confident in Voom continuing long past March.

 

[Walter L.]

If the deal is not completed by 3/31 the shutdown plan triggers again. When the shutdown plan was into effect (1-week, 2/28 - 3/8) it included a period of ~30 days in which the service would continue for existing customers.
Bottom line: If the deal is not completed, I don't think that VOOM will go dark on 4/1. The service will continue for a couple of weeks and we'll receive officiaL notifications on the mail. These costs are part of the shutdown plan.

 

[kelljc]

I am puzzled as to why you would post this when everyone else is having a useful discussion about the topic. If you have a question for me that is OT, feel free to send me a personal message and I will respond.

To add something on topic, seeing the details in writing explaining how Chuck will pay for the service in March out of his own pocket increases my faith that he is confident in Voom continuing long past March.

What Topic were you talking about: the Contract stated they can do what they want and when they want, what part did you did not understand correctly: When: and What:So why even have this as a topic:?? Simple Contract we all signed going in:

 

[kelljc]

Thread splitted and all OT comments on their own thread. Alto101, I agree with you and thank you for emphasizing the same.

What Part do you Agree with: the Shutdown or the Contract we all "voomers' signed:. Kinda of gray don't you think???: OH I'm sorry what is "OT" comments

 

[Alto101]

What Topic were you talking about: the Contract stated they can do what they want and when they want, what part did you did not understand correctly: When: and What:So why even have this as a topic:?? Simple Contract we all signed going in:

Several members have agreed that the contract does not specifically address the possibility of Voom going dark. It discusses changes in service offerings but that is quite different from turning the whole service off.

I agree with what Walter L. posted about the shutdown process starting over again on 4/1 if the agreement is not finalized or extended.

 

[kelljc]

Several members have agreed that the contract does not specifically address the possibility of Voom going dark. It discusses changes in service offerings but that is quite different from turning the whole service off.

I agree with what Walter L. posted about the shutdown process starting over again on 4/1 if the agreement is not finalized or extended.

Thank you : What member's on this Web Site:. also any business can and will do what's in there best interest. That's why they have a Contract written in GRAY MATTER". very Few if Any Sub will pay the money for Theif to take their side in Court, when the Contract's Stated what we Got:. if you know one give me his name. after all I've spent about 1000.00 on my equipment to much for book end's better for thrash," But don't you think it's better for all voomers to live with this then to start more Wave's. ?

 

[Alto101]

Thank you : What member's on this Web Site:.....

Well how about our Moderator? see post #10 above.