Voom HD LLC: Trade Publications On Dolan's Purchase Of Remaining VOOM DBS Assets

bradley

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Jun 9, 2004
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I've been on the road for a few days... Needless to say, after reading the latest developments, I expected something like this to take place, with the exception of what form it would take.

The board of CVC finds itself in a very precarious position with the need to please its shareholders, the government, watch-dogs, consumers, and the public at-large.

Speculating at this time, Echostar may have a very difficult time receiving approval regarding the transfer of assets and frequencies proposed. Although there are those who would argue the proposed sale of Rainbow 1 and the South Dakota uplink facility assets cannot be interfered with by regulatory agencies, I strongly disagree.

Examining the proposed regulatory agencies that should be involved, FCC, FTC, etc., in reviewing this proposed trade, and past actions, I do not see its outcome will be perceived in the interests of ALL concerned; the newly forming entity of Voom HD LLC, its long term viability, the 26,000 subscribers and the American people; there are some very serious issues to examine.

This recent development puts Echostar / DishNetwork, once again, in a very defensive posture and will require aggressive lobbying on their behalf.

This ought to take quite some time to complete and quite interesting as well, that is, unless Echostar / DishNetwork decides to throw in the hat.


Below you will find a few articles related to recent news on VOOM HD LCC...

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"Two Dolan Members to Take Over VOOM"

February 11, 2004

(SkyREPORT.com) Late Thursday, Cablevision said it signed a letter of intent in which VOOM HD, a new private company formed by Charles Dolan and Tom Dolan and certain other Cablevision Class B shareholders, will acquire the business, certain assets and liabilities of Cablevision's Rainbow DBS satellite business.

Specifically, VOOM will acquire Cablevision's interest in the VOOM 21 high def channels that are carried exclusively by Rainbow DBS. The entity also will get various Ka-Band, Ku-Band and MVDDS licenses, the SES Americom lease on the Rainbow 2 satellite, existing customer agreements and other VOOM-related assets.

Not included in the deal are the assets covered in Cablevision's earlier agreement with EchoStar, a $200 million deal announced by the companies in January. That agreement covers the Rainbow 1 satellite supporting the VOOM offering, DBS spectrum at 61.5 degrees and other satellite-related assets.

VOOM HD is in the process of securing financing to support ongoing operations of the business and anticipates having that financing in place by the close of the Cablevision transaction, Cablevision said.

Those backing the new VOOM venture said they are excited about the service's prospects.

"We're pleased to have an understanding that will permit us to continue VOOM's state-of-the-art service for its customers," said Tom Dolan of VOOM HD. "VOOM has met with critical acclaim and strong enthusiasm among its customers, and VOOM HD is committed to providing the necessary resources to continue building the largest and broadest selection of HD and standard definition programming available."

Charles Dolan is chairman of Cablevision. Tom is his son along with James Dolan, president and CEO at Cablevision.

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"Cablevision to sell Voom to Dolans"

BY HARRY BERKOWITZ, STAFF WRITER

February 11, 2005

(NewsDay.com) Cablevision chairman Charles Dolan and his son Thomas have agreed to personally acquire the parts of the Voom satellite TV service that are not being sold to EchoStar Communications, raising the possibility they will leave the cable TV company amid a rift with another of Charles' sons, chief executive James Dolan.

Cablevision Systems Corp. announced late yesterday that it has signed a letter of intent to give Voom's 21 high-definition channels, its roughly 26,000 customers, a lease on satellite space owned by SES Americom and other assets to the new private company being formed by Charles and Thomas Dolan and other shareholders.

The new company, called Voom HD LLC, is trying to line up financing so it can keep Voom operating and expects to do so by Feb. 28, the deadline for execution of a definitive agreement with Cablevision.

On Jan. 20, Cablevision announced it would sell the single satellite that Voom owns and ground station equipment for $200 million to EchoStar, the nation's second-biggest satellite TV service, following hundreds of millions of dollars of spending by Cablevision on the money-losing venture.

"We're pleased to have an understanding that will permit us to continue Voom's state-of-the-art service for its customers," Thomas Dolan, who is chief executive of Voom, said in a statement.

Cablevision declined to comment on whether Charles and Thomas Dolan would leave Cablevision if the deal goes through, which would seem mandatory given that Voom would pose potential conflicts of interest.

Charles and Thomas Dolan had planned to leave Cablevision to run Voom under a plan for Cablevision to spin it off as part of a separate company last year.

But the Cablevision board, steered by James Dolan and investment guru Steve Rattner, scotched that plan, after the Securities and Exchange Commission repeatedly refused to approve the spinoff plan. The board insisted that Voom instead be sold or shut despite opposition by Charles Dolan, who controls the company's voting shares. Investors have been sharply critical of Voom as a drain on Cablevision funds.

Under the letter of intent, Cablevision would still pay severance costs but would avoid other shutdown expenses.

The letter of intent was negotiated by a special committee of the board that a source who was informed of some details of the deal said consisted of independent members Vincent Tese, Thomas Reifenheiser and Vice Admiral John Ryan, as well as Victor Oristano.

==========

"Cablevision chair to buy remainder of Voom"

Thursday, February 10, 2005 · Last updated 5:14 p.m. PT

(AP) NEW YORK -- Charles Dolan, founder and chairman of Cablevision Systems Corp., is not one to give up on his satellite TV plans.

After being forced by Cablevision's board of directors to sell fledgling TV service Voom's only satellite to EchoStar Communications Corp. for $200 million, Dolan said late Thursday that he is planning to buy out the remainder of Voom's assets.

The deal includes Voom's 26,000 customers, 21 exclusive high definition channels, various spectrum licenses and leased capacity.

Under the plan, Dolan, along with his son Tom Dolan and some other Cablevision shareholders, will form a private company that will assume Voom's liabilities and protect Cablevision from any losses.

Cablevision has signed a letter of intent agreeing to the transaction, but the board must still approve final terms.

The deal would help the Bethpage, N.Y., cable operator avoid the costs of shutting down the TV service, which has continued to accept customers even after agreeing to sell its satellite.

Wall Street analysts were upbeat about the plan.

"It highlights that Cablevision does want to continue to separate from the Voom venture," said Aryeh Bourkoff of UBS. Bourkoff couldn't say exactly how much Cablevision might save by handing over the assets to another company, but says it is likely "significant."

Bourkoff does not own shares nor does his firm have an investment banking relationship with the company.

The next question, analysts said, is figuring out how Dolan will fund Voom.

Since its inception, Voom has burned through roughly $1 billion or more, by some estimates, but added just 26,000 subscribers. In the third quarter alone, the business lost $75.3 million.

Since the Dolan agreed to sell Voom, speculation has swirled that the cable pioneer might decide to sell his Cablevision stake. Time Warner Inc., which owns cable systems in adjoining areas, was seen as the most likely buyer, but recently put in a joint bid with Comcast Corp. for the bankrupt cable operator Adelphia Communications Corp.

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"Cablevision Execs Grab Voom"

By George Mannes, Senior Writer

2/10/2005 6:31 PM EST

(TheStreet.com) Cablevision (CVC:NYSE - news - research) said Thursday night it was selling what remains of its satellite business to an investment group including Chuck Dolan, the cable operator's chairman.

The tentative agreement could breathe new life into Cablevision's young and struggling satellite service, Voom. Cablevision's board -- reportedly over Dolan's protestations -- voted last month to shut down the service and sell a key asset, a satellite, to Dish Network operator EchoStar Communications (DISH:Nasdaq - news - research).

Under Thursday's agreement, the new Dolan group will buy assets including Cablevision's interest in 21 high definition programming channels featured on Voom, various satellite and wireless licenses, and existing customer agreements.

Cablevision says the proposed transaction "will allow it to avoid various shutdown costs and other liabilities of the VOOM service which it would have incurred had it proceeded with its original plan to shut down the service." Terms weren't disclosed.

The transaction is contingent upon the approval by Cablevision's board of a definitive agreement, which the parties apparently hope to reach by the end of the month. The Dolan group, which includes Chuck Dolan's son Tom, another Cablevision executive, says it is in the process of securing financing to support the ongoing operations of the business.

Cablevision's stock, which rebounded last month on the news that Cablevision would be shedding Voom, rose 2 cents Thursday to close at $26.59.

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"Two Dolan Members to Take Over VOOM"

February 10, 2004

(SkyREPORT.com) Cablevision said it signed a letter of intent in which VOOM HD, a new private company formed by Charles Dolan and Tom Dolan and certain other Cablevision Class B shareholders, will acquire the business, assets and liabilities of Cablevision's Rainbow DBS satellite business not included in Cablevision's earlier agreement with EchoStar announced in January.

In consideration, VOOM HD will assume and indemnify Cablevision against substantially all of the liabilities of the Rainbow DBS satellite business existing at the deal's closing or incurred after the deal, Cablevision said. Cablevision said the transaction will allow it to avoid various shutdown costs and other liabilities of the VOOM service which it would have incurred had it proceeded with its original plan to shut down the service.

Cablevision said it will incur certain severance costs in connection with the transaction.

VOOM HD is in the process of securing financing to support the ongoing operations of the business and anticipates having that financing in place by the close of the transaction, Cablevision said.
 

mdonnelly

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If VOOM lives or dies, all comes down to this paragraph:
bradley said:
... The transaction is contingent upon the approval by Cablevision's board of a definitive agreement, which the parties apparently hope to reach by the end of the month. The Dolan group, which includes Chuck Dolan's son Tom, another Cablevision executive, says it is in the process of securing financing to support the ongoing operations of the business....
 

Scott Greczkowski

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I believe they have already lined up financing. I can not imagine them makeing this huge an announcement without having all their ducks lined up.

I am sure the Dolans would LOVE extra financing. :)
 

mdonnelly

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Scott Greczkowski said:
I believe they have already lined up financing. I can not imagine them makeing this huge an announcement without having all their ducks lined up.

I am sure the Dolans would LOVE extra financing. :)
Yep, they'd love it all right. But, can they GET it? :)
 

bradley

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Jun 9, 2004
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The Dolan family, itself, holds 75% of shares in CVC. Even if you were to weed out those who did not see eye-to-eye with Chuck and Tom Dolan w/in the family you would think they have enough equity to facilitate financing.

Secondly, it is logical to view CVC as a potential target for acquisition so the assets will certainly be there in the form of paper or cash.

We'll just have to see.

What I do find somewhat irritating is Wall Street's new found position of sighting VOOM HD LLC as a viable entity; they were proposing just the opposite recently.
 

riffjim4069

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This is merely the standard legal mumbo-jumbo to CYA. There is no way in hell that Cablevision would have released this information without it being a done deal on both sides.

Winners:

Cablevision - gets rid of some VOOM debt and their continued operating losses. CVC stock goes through the roof when they announced the sale of Rainbow DBS assets to E*; stock rises another 2% after announcing the sale of remaining VOOM assets to the Dolans.

VOOM HD LLC - they pickup the remainder of the Rainbow DBS assets on the cheap. You had better believe the Dolans, and VOOM HD LLC, will be compensated in ways we will never, ever hear about.

HDTV and VOOM Forum Members - Duh!

Losers: unknown at present! (oh, almost forgot the VOOM Trolls!) :D
 

mdonnelly

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riffjim4069 said:
...Winners:

Cablevision - gets rid of some VOOM debt and their continued operating losses. CVC stock goes through the roof when they announced the sale of Rainbow DBS assets to E*; stock rises another 2% after announcing the sale of remaining VOOM assets to the Dolans. ...
Losers: unknown at present! (oh, almost forgot the VOOM Trolls!) :D
And WHY did that CVC stock rise, and rise again? Because VOOM is:

a. a big earnings anchor;
b. a crowbar to ground;
c. a money pit;
d. a hopeless case;
e. all of the above.

:neener
 

mike123abc

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One of the biggest problems with VOOM was Rainbow-1. This was a hugely over built satellite. It has tons of spot beam capacity that has never been used, and probably would not be able to be used for many years. The satellite was a huge debt load. Now they have shed that load and can lease satellite space (there is a lot of cheap satellite Ku-FSS out there, just look at Dish leasing 3 slots).

Will VOOM continue to lose money? Yes, no doubt for at least a few years they will lose money, but not nearly the same cash drain they had trying to pay on Rainbow-1 and build uplink centers. Obviously the hope is that the new cost structure will be financed until they are able to build subs and reach the break even point.

It looks like the Dolans simply bought VOOM for around the cost of the outstanding liabilities. CVC benifits since they get to avoid the huge write off of closing VOOM down.

So, now VOOM faces issues like:

1. How will VOOM customers react to a satellite dish the size of SuperDish. I guess Dish has been doing it now for a year with not too many complaints, so might be a minor issue.

2. New channel capacity growth will be a slower, they will be down 11 TPs (they now have to use 11 of the newly leased TPs to cover what they lost by selling Rainbow-1).

3. LIL service will be delayed indefinitely, they no longer have any spot beam abilities.

4. Their financing will be harder since they no longer have CVC behind them.

5. They face a lot more coming HDTV competition in the next few years as Dish/DIRECTV/Cable keep adding more HDTV, with the slower capacity growth as mentioned above will they be able to keep ahead of the curve?

6. How will they compete with DIRECTV's HD LIL and probably Dish's HD LIL?
 

riffjim4069

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mdonnelly said:
And WHY did that CVC stock rise, and rise again? Because VOOM is:

a. a big earnings anchor;
b. a crowbar to ground;
c. a money pit;
d. a hopeless case;
e. all of the above.

:neener
I see you read my above comment regarding losers. :rolleyes: Anyway, there is no doubt VOOM has been a drain on Cablevision earnings. However, VOOM is long-term business venture and the short-sighted knuckleheads at CVC don't look past the current quarter. VOOM HD LLC probably won't turn a profit over the next 3 years, but they have certainly worked out many of the technical, installation and programming issues and the road to HD Acceptance looks brighter. We shall see...
 

rocatman

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Nov 28, 2003
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mike123abc said:
2. New channel capacity growth will be a slower, they will be down 11 TPs (they now have to use 11 of the newly leased TPs to cover what they lost by selling Rainbow-1).

Actually the TPs on AMC-6 are similar to the ones on AMC-15/16 in that their frequency band is wider therefore the TPs should hold more channels. The TPs on AMC-6 are of slightly less power than AMC-15/16, 110 watts versus 140 watts.
 

bradley

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Jun 9, 2004
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We still may see the intended planned growth VOOM has been talking about. Rainbow 1 is still in possession of Rainbow DBS. The expansion only strengthens VOOM HD LLC's standing in justifying the need to maintain ownership of Rainbow 1 utilized in conjunction with the leased assets of AMC6 to provide a viable competitive option in the market.

The FCC will not take lightly any political maneuvering to undermine VOOM's existence. CVC is in a crucial position to satisfy ALL.

Remember, all this is based on proposed sales and purchasing.

The sale of Rainbow 1 nor its associated uplink facility is not a done deal; requires regulatory approval.

The -30 watt decrease in AMC6 may impact viewers. Hence, the added capacity may not be of initial benefit to all.

Everything both positive and negative is pure speculation at this point.

There is no reason to fan flames in either direction.

Continue to write those who you trust will seek your best interests; don't succumb to those who wish simply ill will.
 

Vicki

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May 25, 2004
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bradley said:
Everything both positive and negative is pure speculation at this point.

There is no reason to fan flames in either direction.

Continue to write those who you trust will seek you best interests; don't succumb to those who wish simply ill will.
Truer words were never spoken!
 

MarcelV

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Nov 24, 2004
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Some people on this form where trying to put public comments on the FCC filing for the transfer of the satellite and/or filing a petition with the FCC based on the argument it wouldn't be in the interest of the public to transfer the satellite because it would create a 2 party market.
It may be very useful to find out if Rainbow 1 even will be considered by VOOM HD LLC as a viable satellite to run their programming from. If not, it wouldn't be useful to file any such paper because it only will expand the cost for VOOM HD LLC to operate. Anyone a suggestion how to find out?
 

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