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Transfer granted of Insight Comm and Time Warner Cable

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Released: January 31, 2012

Federal Communications Commission

DA 12-113

Before the

Federal Communications Commission

Washington, D.C. 20554

In the Matter of
)
)
Applications Filed for the Transfer of Control of
)
WC Docket No. 11-148
Insight Communications Company, Inc. to
)
Time Warner Cable Inc.
)
)

MEMORANDUM OPINION AND ORDER

Adopted: January 31, 2012

Released: January 31, 2012

By the Chief, Wireline Competition Bureau; Chief, International Bureau; and Chief, Wireless
Telecommunications Bureau:

I.

INTRODUCTION

1.
Time Warner Cable Inc. (TWC) and Insight Communications Company, Inc. (Insight)
(collectively, Applicants) filed a series of applications1 pursuant to sections 214 and 310(d) of the
Communications Act of 1934, as amended (Act), and the Commission’s rules to transfer control of
Insight from its current shareholders to TWC.2 As part of their applications, Applicants also seek a
waiver of section 652(b) of the Act, which prohibits a cable operator or its affiliate from obtaining certain
interests in a local exchange carrier that provides service in the cable operator’s local franchise area.3
Based upon the record before us, we grant Applicants’ request for a waiver of section 652(b) of the Act.
We find that any potential competitive harms of the transaction are limited because the Applicants
primarily serve separate geographic areas, with very limited overlaps. We received no comments in
opposition to the transaction, and we conclude that, overall, approval of the applications will serve the
public interest, convenience, and necessity, and hereby grant the applications.

II.

BACKGROUND

A.

Applications and Review Process

2.
On September 27, 2011, the Wireline Competition Bureau, International Bureau, and
Wireless Telecommunications Bureau (collectively, Bureaus) released a consolidated public notice


1 Insight Communications Company, Inc. and Time Warner Cable Inc. Application for Authority to Transfer Control
of Domestic and International Section 214 Authorizations and Waiver Pursuant to Section 652(d), WC Docket No.
11-148 (filed Sept. 7, 2011) (Application); ITC-T/C-20110907-00288; SES-T/C-20110906-01029, SES-T/C-
20110906-01030; WTB File Nos. 0004843213, 0004843245 (filed Sept. 6, 2011).
2 47 U.S.C. §§ 214, 310(d).
3 47 U.S.C. § 572(b). Applicants also submitted an Agreement and Plan of Merger dated August 15, 2011.
Applications for Insight Communications Company, Inc. and Time Warner Cable Inc. for Authority to Transfer
Control , WC Docket No. 11-148, Public Interest Statement, Exhibit B (filed Sept. 6, 2011) (Public Interest
Statement).
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accepting the applications for non-streamlined processing and announcing a pleading cycle.4 The
Bureaus also established a process for soliciting input from the relevant local franchising authorities
(LFAs) and determining whether they disapprove of the requested waiver of section 652(b).5 The
September Public Notice established a 60-day period, after proper service by the Applicants, for LFAs to
inform the Commission of their decision whether to approve or disapprove of the proposed waiver.6 The
Public Notice explained that, if an LFA fails to inform the Commission of its decision within 60 days
after proper service by the Applicants, the Commission will deem that LFA to have approved of the
proposed waiver of the restrictions of section 652(b).7 The Bureaus received no comments in response to
the September Public Notice and no disapprovals of the requested waiver from the LFAs.
1.

Department of Justice Review

3.
The Antitrust Division of the U.S. Department of Justice (DOJ) reviews
telecommunications mergers pursuant to section 7 of the Clayton Act, which prohibits mergers that may
substantially lessen competition.8 The Antitrust Division’s review is limited solely to an examination of
the potential competitive effects of the acquisition, without reference to national security, law
enforcement, or other public interest considerations. The Antitrust Division reviewed the proposed
merger between Insight and TWC and approved the transaction without conditions on September 16,
2011.9

B.

The Applicants

1.

The Transferor

4.
Insight, a Delaware corporation, is a multichannel video programming distributor
(MVPD) that provides cable television, voice, and data telecommunications services to residential and
business customers in Indiana, Kentucky, and Ohio. It also offers high-speed Internet access, Voice over
Internet Protocol (VoIP), and other IP-based services on a wholesale and retail basis.10 Insight’s
subsidiary, Insight Midwest Holdings, LLC, holds international section 214 authority to provide global
resale service. Its other subsidiaries, Insight Kentucky Partners II, LP and Insight Communications


4 Applications Filed for the Transfer of Control of Insight Communications Company, Inc. to Time Warner Cable
Inc
., WC Docket No. 11-148, 26 FCC Rcd 13372 (WCB 2011) (September Public Notice).
5 These are the same LFA waiver approval procedures the Commission established in the Comcast/CIMCO
proceeding. See Applications Filed for the Acquisition of Certain Assets of CIMCO Communications, Inc. by
Comcast Phone LLC, Comcast Phone of Michigan, LLC and Comcast Business Communications, LLC
, WC Docket
No. 09-183, Public Notice, 24 FCC Rcd 14815 (WCB 2010) (Comcast/CIMCO Notice); Applications Filed for the
Acquisition of Certain Assets of CIMCO Communications, Inc. by Comcast Phone LLC, Comcast Phone of
Michigan, LLC and Comcast Business Communications, LLC,
WC Docket No. 09-183, Memorandum Opinion and
Order and Order on Reconsideration, 25 FCC Rcd 3401, 3404, para. 15 (2010) (Comcast/CIMCO Order).
6 September Public Notice at 5.
7 Id.
8 15 U.S.C. § 18.
9 See DOJ, Transaction Granted: Early Termination (Sept. 16, 2011), available at
http://www.ftc.gov/bc/earlyterm/2011/09/et110916.pdf .
10 Applicants state that the 10 percent or greater owners of Insight are CVMO Acquisition, LLC, which holds 43
percent of the equity, and The Carlyle Group, which holds 43 percent of the equity through four entities under its
control. The 10 percent or greater owners of CVMO Acquisition, LLC are Crestview Partners II, L.P. (47.96%) and
MidOcean Partners III, L.P. (12.65%). Applicants further state that Crestview Partners II, L.P. is controlled by
Crestview Partners, and MidOcean Partners III, L.P. is controlled by MidOcean Partners. All entities are U.S.
based.
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Midwest, LLC, hold wireless licenses. Insight Kentucky Partners II, L.P. and Insight Communications
Midwest, LLC also hold non-common-carrier receive only earth station registrations.
2.

The Transferee

5.
TWC, a publicly-traded Delaware corporation with no ten percent or greater interest
holders, is an MVPD that provides cable television service,11 broadband Internet access service,
telecommunications, and VoIP services to residential and business customers in 28 states.12 TWC’s
subsidiary, TWC Communications, LLC, holds international section 214 authority to provide global
facilities-based and global resale services.

C.

The Transaction

6.
Pursuant to the terms of the proposed transaction, TWC will acquire control of Insight
through a merger of Insight and Derby Merger Sub Inc., a wholly-owned subsidiary of TWC, with Insight
as the surviving entity. As a result of the merger, Insight will be a wholly-owned, direct subsidiary of
TWC. Applicants state that all of Insight’s existing subsidiaries that hold Commission licenses or
authorizations will remain intact, will continue to hold their operating assets, and will become indirect,
wholly-owned subsidiaries of TWC.

III.

STANDARD OF REVIEW AND PUBLIC INTEREST FRAMEWORK

7.
Pursuant to sections 214(a) and 310(d) of the Act,13 the Commission must determine
whether the proposed transfer of assets, licenses, and authorizations held and controlled by Insight to
TWC will serve the public interest, convenience, and necessity.14 In making this determination, we first
assess whether the proposed transaction complies with the specific provisions of the Act, other applicable
statutes, and the Commission’s rules.15 If the proposed transaction would not violate a statute or rule, the
Commission considers whether it could result in public interest harms by substantially frustrating or


11 In addition to operating cable television systems, TWC has ownership interests in 24-hour local news channels (in
the Carolinas, New York, NY, and surrounding areas, Buffalo, NY, Albany, NY, Rochester, NY, Central NY, and
Austin, TX); local channels featuring college and high school sports (in Albany, Central New York, Buffalo,
Rochester, Kansas City, Nebraska, Mid-Ohio, Southwest Ohio, Wisconsin, and Hawaii); national programming
networks (Exercise TV, iN Demand, and The MLB Network); and one regional sports network, SportsNet New
York. See Public Interest Statement at 3-4. See also Public Interest Statement at App. F.
12 TWC is authorized as a telecommunications carrier in Alabama, Arizona, California, Colorado, Hawaii, Idaho,
Illinois, Indiana, Kansas, Kentucky, Maine, Massachusetts, Michigan, Missouri, Nebraska, New Hampshire, New
Jersey, New Mexico, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia, Washington,
West Virginia, and Wisconsin.
13 47 U.S.C. §§ 214(a), 310(d).
14 47 U.S.C. § 310(d) requires that we consider applications for transfer of Title III licenses under the same standard
as if the proposed transferee were applying for the licenses directly under section 308 of the Act, 47 U.S.C. § 308.
See, e.g., Applications of Cellco Partnership d/b/a Verizon Wireless and Atlantis Holdings LLC for Consent to
Transfer Control of Licenses, Authorizations and Spectrum Manager and
De Facto Transfer Leasing Arrangements
and Petition for Declaratory Ruling That the Transaction Is Consistent with Section 310(b)(4) of the
Communications Act
, WT Docket No. 08-95, Memorandum Opinion and Order and Declaratory Ruling, 23 FCC
Rcd 17444, 17460–61, para. 26 (2008) (Verizon/ALLTEL Order); Applications of Guam Cellular and Paging, Inc.
and DoCoMo Guam Holdings, Inc.
, WT Docket No. 06-96, Memorandum Opinion and Order and Declaratory
Ruling, 21 FCC Rcd 13580, 13588, para. 13 (2006) (DoCoMo/Guam Cellular Order); SBC Communications Inc.
and AT&T Corp. Applications for Approval of Transfer of Control
, WC Docket No. 05-65, Memorandum Opinion
and Order, 20 FCC Rcd 18290, 18300 n.60 (2005) (SBC/AT&T Order).
15 Applications Filed for the Transfer of Control of Embarq Corporation to CenturyTel, Inc., WC Docket No. 08-
238, Memorandum Opinion and Order, 24 FCC Rcd 8741, 8745-46, para. 9 (2009) (CenturyTel/Embarq Order).
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impairing the objectives or implementation of the Communications Act or related statutes.16 The
Commission then employs a balancing test weighing any potential public interest harms of the proposed
transaction against the proposed public interest benefits.17 The Applicants bear the burden of proving, by
a preponderance of the evidence, that the proposed transaction, on balance, serves the public interest.18 If
we are unable to find that the proposed transaction serves the public interest, or if the record presents a
substantial and material question of fact, we must designate the applications for hearing.19
8.
Our public interest evaluation necessarily encompasses the “broad aims of the
Communications Act,”20 which include, among other things, a deeply rooted preference for preserving
and enhancing competition in relevant markets, accelerating private-sector deployment of advanced
services, ensuring a diversity of license holdings, and generally managing spectrum in the public
interest.21 Our public interest analysis may also entail assessing whether the transaction will affect the
quality of communications services or will result in the provision of new or additional services to
consumers.22 In conducting this analysis, the Commission may consider technological and market
changes, as well as trends within the communications industry, including the nature and rate of change.23
9.
Our competitive effects analysis, which forms an important part of the public interest
evaluation, is informed by, but not limited to, traditional antitrust principles.24 DOJ reviews
telecommunications mergers pursuant to section 7 of the Clayton Act, and if it wishes to block a merger,
it must demonstrate to a court that the merger may substantially lessen competition or tend to create a
monopoly.25 Under the Commission’s review, the Applicants must show that the transaction will serve
the public interest; otherwise the application is set for hearing.26 DOJ’s review is also limited solely to an
examination of the competitive effects of the acquisition, without reference to other public interest
considerations.27 The Commission’s competitive effects analysis under the public interest standard is
somewhat broader—for example, it considers whether a transaction will enhance, rather than merely


16 Id.
17 See, e.g., AT&T Inc. and BellSouth Corporation, Application for Transfer of Control, WC Docket No. 06-74,
Memorandum Opinion and Order, 22 FCC Rcd 5662, 5672, para. 19 (2007) (AT&T/BellSouth Order).
18 See, e.g., id.
19 See, e.g., Application of Echostar Communications Corp., General Motors Corp., and Hughes Electronics Corp.,
Transferors, and Echostar Communications Corp., Transferee
, CS Docket No. 01-348, Hearing Designation Order,
17 FCC Rcd 20559, 20574, at para. 25 (2002) (EchoStar/DirecTV Order); Applications of AT&T Wireless Services,
Inc. and Cingular Wireless Corporation, et al.
, WT Docket Nos. 04-70, 04-254, and 04-323, Memorandum Opinion
and Order, 19 FCC Rcd 21522, 21542-44, at para. 40 (2004) (Cingular/AT&T Wireless Order).
20 AT&T/BellSouth Order, 22 FCC Rcd at 5673, para. 20.
21 See 47 U.S.C. §§ 254, 332(c)(7), 1302; Telecommunications Act of 1996, Pub. L. No. 104-104, § 706, 110 Stat.
56, 153 (1996 Act), Preamble; SBC/AT&T Order, 20 FCC Rcd at 18301, para. 17 (2005); see also Application of
WorldCom, Inc. and MCI Communications Corp. for Transfer of Control of MCI Communications Corp. to
WorldCom Inc.
, WC Docket No. 97-211, Memorandum Opinion and Order, 13 FCC Rcd 18025, 18030-31, para. 9
(1998) (WorldCom/MCI Order); cf. 47 U.S.C. §§ 301, 303, 309(j), 310(d), 521(4), 532(a).
22 See AT&T/BellSouth Order, 22 FCC Rcd at 5673, para. 20.
23 See id.
24 See, e.g., id. at 5673, para. 21.
25 15 U.S.C. § 18.
26 See, e.g., Verizon/ALLTEL Order, 23 FCC Rcd at 17462, para. 28.
27 See id.
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preserve, existing competition, and takes a more extensive view of potential and future competition and
its impact on the relevant market.28
10.
Our analysis recognizes that a proposed transaction may lead to both beneficial and
harmful consequences.29 Our public interest authority enables us, where appropriate, to impose and
enforce narrowly tailored, transaction-specific conditions to ensure that the public interest is served.30
Section 303(r) of the Communications Act authorizes the Commission to prescribe restrictions or
conditions not inconsistent with law that may be necessary to carry out the provisions of the Act.31
Similarly, section 214(c) of the Act authorizes the Commission to impose “such terms and conditions as
in its judgment the public convenience and necessity may require.”32 Indeed, unlike the role of antitrust
enforcement agencies, our public interest authority enables us to rely upon our extensive regulatory and
enforcement experience to impose and enforce conditions to ensure that the transaction will yield overall
public interest benefits.33 In using this broad authority, the Commission has generally imposed conditions
to remedy specific harms or confirm specific benefits likely to arise from transactions and that are related
to the Commission’s responsibilities under the Act and related statutes.34

IV.

DISCUSSION

A.

Applicants’ Qualifications to Hold Licenses

11.
As a threshold matter, we must determine whether the Applicants meet the requisite
qualifications to hold, assign, and transfer licenses under section 310(d) of the Act and the Commission’s
rules. In general, when evaluating assignments under section 310(d), we do not re-evaluate the
qualifications of the transferor.35 The exception to this rule occurs where issues related to basic


28 See, e.g., Verizon/ALLTEL Order, 23 FCC Rcd at 17462, para. 28; Applications for Consent to Transfer Control
of Licenses, XM Satellite Radio Holdings, Inc. to Sirius Satellite Radio Inc
., MB Docket No. 07-57, Memorandum
Opinion and Order and Report and Order, 23 FCC Rcd 12348, 12366, at para. 32 (2008) (XM/Sirius Order).
29 See, e.g., AT&T/BellSouth Order, 22 FCC Rcd at 5674, para. 21.
30 See, e.g., Verizon/ALLTEL Order, 23 FCC Rcd at 17462, para. 29; XM/Sirius Order, 23 FCC Rcd at 12366, para.
33; AT&T/BellSouth Order, 22 FCC Rcd at 5674, para. 22.
31 47 U.S.C. § 303(r); see also Verizon/ALLTEL Order, 23 FCC Rcd at 17463, para. 29; XM/Sirius Order, 23 FCC
Rcd at 12366, para. 33; AT&T/BellSouth Order, 22 FCC Rcd at 5674, para. 22.
32 47 U.S.C. § 214(c); see also Verizon/ALLTEL Order, 23 FCC Rcd at 17463, para. 29; XM/Sirius Order, 23 FCC
Rcd at 12366, para. 33; AT&T/BellSouth Order, 22 FCC Rcd at 5674, para. 22.
33 See, e.g., Verizon/ALLTEL Order, 23 FCC Rcd at 17463, para. 29; XM/Sirius Order, 23 FCC Rcd at 12366, para.
33; AT&T/BellSouth Order, 22 FCC Rcd at 5674, para. 22; see also Schurz Communications, Inc. v. FCC, 982 F.2d
1043, 1049 (7th Cir. 1992) (discussing Commission’s authority to trade off reduction in competition for increase in
diversity in enforcing public interest standard).
34 See, e.g., Verizon/ALLTEL Order, 23 FCC Rcd at 17463, para. 29; XM/Sirius Order, 23 FCC Rcd at 12366, para.
33; AT&T/BellSouth Order, 22 FCC Rcd at 5674, para. 22.
35 See DoCoMo/Guam Cellular Order, 21 FCC Rcd at 13590, para. 14; Applications of Midwest Wireless Holdings,
L.L.C. and Alltel Communications, Inc.
, WT Docket No. 05-339, Memorandum Opinion and Order, 21 FCC Rcd
11526, 11536, para. 17 (2006) (ALLTEL/Midwest Wireless Order); Applications of Nextel Partners, Inc.,
Transferor, and Nextel Wip Corp. and Sprint Nextel Corporation, Transferees
, Memorandum Opinion and Order, 21
FCC Rcd 7358, 7362, para. 10 (2006) (Sprint Nextel/Nextel Partners Order); SBC/AT&T Order, 20 FCC Rcd at
18379, para. 171; Verizon Communications Inc. and MCI, Inc., Applications for Approval of Transfer of Control,
WC Docket No. 05-75, Memorandum Opinion and Order, 20 FCC Rcd 18433, 18526, para. 183 (2005)
(Verizon/MCI Order); Applications of Nextel Communications, Inc. and Sprint Corporation for Consent to Transfer
Control of Licenses and Authorizations
, WT Docket No. 05-63, Memorandum Opinion and Order, 20 FCC Rcd
13967, 13979, para. 24 (2005) (Sprint/Nextel Order); Applications of Western Wireless Corporation and Alltel
Corporation for Consent to Transfer Control of Licenses and Authorizations
, WT Docket No. 05-50, Memorandum
(continued….)
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qualifications have been designated for hearing by the Commission or have been sufficiently raised in
petitions to warrant the designation of a hearing.36 This is not the case here. Thus, we need not re-
evaluate Insight’s basic qualifications.
12.
Section 310(d) also requires that the Commission consider the qualifications of the
proposed transferee as if the transferee were applying for the license directly under section 308 of the
Act.37 Among the factors that the Commission considers in its public interest inquiry is whether the
applicant for a license or license transfer has the requisite “citizenship, character, financial, technical, and
other qualifications.”38 No challenges have been raised with respect to the basic qualifications of TWC,
and the Commission has previously found TWC qualified to control entities holding Commission licenses
and authorizations.

B.

Section 652 Waiver Request

13.
The Applicants request a waiver of the restrictions of section 652(b) of the Act.39
Section 652(b) prohibits cable operators and their affiliates from acquiring “directly or indirectly, more
than a ten percent financial interest, or any management interest, in any local exchange carrier providing
telephone exchange service within such cable operator’s franchise area.”40 Section 652(b) is applicable to
(Continued from previous page)


Opinion and Order, 20 FCC Rcd 13053, 13063–64, para. 18 (2005) (ALLTEL/Western Wireless Order);
Applications of AT&T Wireless Services, Inc. and Cingular Wireless Corporation, WT Docket 04-70, Memorandum
Opinion and Order, 19 FCC Rcd 21522, 21546, para. 44 (2004) (Cingular/AT&T Wireless Order); Applications of
VoiceStream Wireless Corporation and Powertel, Inc., Transferors, and Deutsche Telekom AG, Transferee,
IB
Docket No. 00-187, Memorandum Opinion and Order, 16 FCC Rcd 9779, 9790, para. 19 (2001) (Deutsche
Telekom/VoiceStream Order
); Verizon/ALLTEL Order, 23 FCC Rcd at 17464, para. 31; Applications of Sprint
Nextel Corporation and Clearwire Corporation for Consent to Transfer Control of Licenses, Leases and
Authorizations
, WT Docket No. 08-94, Memorandum Opinion and Order and Declaratory Ruling, 23 FCC Rcd
17570, 17582, para. 23 (2008) (Sprint Nextel/Clearwire Order).
36 See DoCoMo/Guam Cellular Order, 21 FCC Rcd at 13590, para. 14; ALLTEL/Midwest Wireless Order, 21 FCC
Rcd 11536, para. 17; Sprint Nextel/Nextel Partners Order, 21 FCC Rcd at 7362, para. 10; SBC/AT&T Order, 20
FCC Rcd at 18379, para. 171; Verizon/MCI Order, 20 FCC Rcd at 18526, para. 183; Sprint/Nextel Order, 20 FCC
Rcd at 13979, para. 24; ALLTEL/Western Wireless Order, 20 FCC Rcd at 13063–64, para. 18; Cingular/AT&T
Wireless Order
, 19 FCC Rcd at 21546, para. 44; Deutsche Telekom/VoiceStream Order, 16 FCC Rcd at 9790, para.
19; Verizon/ALLTEL Order, 23 FCC Rcd at 17464, para. 31; Sprint Nextel/Clearwire Order, 23 FCC Rcd 17582–
83, para. 23.
37 Section 308 requires that applicants for Commission licenses set forth such facts as the Commission may require
as to citizenship, character, and financial, technical, and other qualifications. See 47 U.S.C. § 308. Our rules
implementing the provisions of section 308 regarding an applicant’s qualifications to hold the Commission licenses
involved in this transfer are set forth in Parts 5, 25, and 63 of the Commission’s rules. See 47 C.F.R. Parts 5, 25, 63;
see also DoCoMo/Guam Cellular Order, 21 FCC Rcd at 13590, para. 14; ALLTEL/Midwest Wireless Order, 21 FCC
Rcd at 11536, para. 17; Sprint Nextel/Nextel Partners Order, 21 FCC Rcd at 7362, para. 10; SBC/AT&T Order, 20
FCC Rcd at 18379, para. 171; Verizon/MCI Order, 20 FCC Rcd at 18526, para. 183; ALLTEL/Western Wireless
Order
, 20 FCC Rcd at 13063–64, para. 18; Cingular/AT&T Wireless Order, 19 FCC Rcd at 21546, para. 44.
38 See AT&T/BellSouth Order, 22 FCC Rcd at 5756, para. 191; Applications of SBC Communications Inc. and
BellSouth Corporation for Consent to Transfer of Control or Assignment of Licenses and Authorizations
, WT
Docket No. 00-81, Memorandum Opinion and Order, 15 FCC Rcd 25459, 25465, para. 14 (2000) (SBC/BellSouth
Order)
; see also 47 U.S.C. §§ 308, 310(d); 47 C.F.R. Parts 5, 25, 63.
39 See Application at 12–18.
40 47 U.S.C. § 572(b). Section 652(a) places a converse prohibition on local exchange carriers and their affiliates.
47 U.S.C. § 572(a). In addition, section 652 prohibits cable operators and LECs from entering “into any joint
venture or partnership to provide video programming directly to subscribers or to provide telecommunications
services” in the overlap area of the providers’ cable franchise area and telephone service area, respectively. 47
U.S.C. § 572(c). Section 652 is implemented in the Commission’s rules at 47 C.F.R. § 76.505.
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this transaction because Insight provides local exchange services in TWC’s cable franchise area.41
Section 652(d)(6) authorizes the Commission to waive section 652(b) if, in relevant part: (1) “the
anticompetitive effects of the proposed transaction are clearly outweighed in the public interest by the
probable effect of the transaction in meeting the convenience and needs of the community to be served;”
and (2) the LFAs approve of such waiver.42
14.
We grant the Applicants’ request for waiver of the restrictions of section 652(b).43 First,
based on the record and as described below, we find that the potential anticompetitive effects of the
proposed transaction are limited and are outweighed by the probable benefits, particularly the potential
for greater telephony competition for residential and business customers through the combined
companies’ increased ability to compete with the incumbent local exchange carrier (LEC) for voice
services.44 We find that the proposed transaction is unlikely to result in anticompetitive effects because,
among other reasons, Insight and TWC generally do not provide service in the same geographic areas,
and other competitors will remain in markets where the companies currently have overlapping services.45
We also find that grant of the Application will help meet the “convenience and needs of the community to
be served” by promoting facilities-based competition for residential and enterprise customers, for the
reasons discussed below.46 We therefore find that the public interest requirement in section 652(d)(6)(A)
is met.
15.
Second, we find that the requirement in section 652(d)(6)(B) that “the local franchising
authority approve of such waiver” has been met.47 As discussed above, under the process established for
this transaction, LFAs had 60 days after proper service to express approval or disapproval of the proposed
waiver with the Commission.48 The September Public Notice provided that if an LFA failed to inform the
Commission of its decision within the specified period, that authority would be deemed to have approved
of the proposed waiver of the restrictions of section 652(b).49 Applicants verified that they provided


41 Applicants contend that the Commission reasonably could interpret section 652(b) as not applying to the proposed
transaction because Insight did not begin offering telephone exchange service until after January 1, 1993.
Application at 13-14 (citing 47 U.S.C. § 572(e) (defining the term “telephone service area”)). Nevertheless, they
request “a waiver under section 652(d) in the interest of obtaining approval for the proposed transaction as
expeditiously as possible.” Application at 14. On June 21, 2011, the National Cable and Telecommunications
Association filed a petition for declaratory ruling and a conditional petition for forbearance to limit or prevent the
application of section 652 to mergers and acquisitions between cable operators and competitive LECs. Those
petitions are pending. Comment Sought on NCTA Petitions Regarding Section 652 of the Communications Act, WC
Docket No. 11-118, Public Notice, DA 11-1177 (July 8, 2011).
42 47 U.S.C. § 572(d)(6)(A)(iii) & (B).
43 47 U.S.C. § 572(b) (prohibiting cable operators from acquiring “any local exchange carrier providing telephone
exchange service within such cable operator’s franchise area”).
44 47 U.S.C. § 572(d)(6)(A)(iii); see also 47 C.F.R. § 76.505(d)(6)(i)(C).
45 Application at 10-15; Public Interest Statement at 10-15; Letter from Matthew A. Brill and Elizabeth R. Park,
Counsel for Time Warner Cable Inc., to Marlene H. Dortch, Secretary, FCC, WC Docket No. 11-148, at Attach.
(Telecommunications Competitors in Insight Markets) (filed Oct. 4, 2011) (Oct. 4 Supplement). See
Comcast/CIMCO Order
, 25 FCC Rcd at 3410, para. 22; Applications Granted for the Transfer of Control of
FiberNet from One Communications Corp. to NTELOS Inc
., WC Docket No. 10-158, Public Notice, 25 FCC Rcd
16304, 16306 (WCB 2010) (NTELOS Notice).
46 See supra Part IV.D; see also Application at 10-15; Public Interest Statement at 10-15.
47 47 U.S.C. § 572(d)(6)(B); see also 47 C.F.R. § 76.505(d)(6)(ii).
48 September Public Notice at 7.
49 Id.
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notice to the two relevant LFAs on October 4 and October 5, 2011.50 The Commission received no
disapprovals of the requested waiver from the LFAs in the overlap areas, or elsewhere. Thus, pursuant to
the procedures announced in our September Public Notice, we find that the LFAs approve of the
requested waiver. We therefore grant the Applicants’ request for waiver of section 652(b) of the Act.

C.

Potential Public Interest Harms

16.
In this section, we consider the potential harms to competition arising from the proposed
transaction. Overall, we conclude that any potential competitive harms are limited because the Applicants
primarily serve separate geographic areas. Applicants state that, while Insight and TWC both have
authority to operate in several of the same franchise areas, the companies compete head-to-head for only
approximately 2,600 homes in 10 communities in and around Columbus, Ohio, where both companies
have built network facilities serving the same customers.51 These 2,600 homes represent less than 0.2
percent of Insight’s 1.34 million homes passed, and approximately 90 plant miles out of a total of about
16,500 total plant miles in Insight’s network (approximately 0.55 percent).52 Of the 2,600 homes that
have access to service offerings from both Insight and TWC, Insight provides telephone service to only
27 circuit-switched customers and 271 interconnected VoIP customers, and cable television service to
only 670 customers (0.1 percent of Insight’s approximately 643,000 cable customers).53
17.
Residential Telephony. Because the area in which Insight and TWC currently compete
for residential telephone customers is extremely limited, we find that the proposed transaction does not
present a significant reduction in competition relative to what exists today.54 The merger will result in the
loss of Insight as a facilities-based competitor in the area in Columbus containing the 2,600 households
with access to both companies’ networks. However, we do not expect that pricing for services to those
2,600 households will be different from that of surrounding areas after the merger because Applicants
state that prices are set on a broader geographic basis.55 We also recognize the risk of competitive harm is


50 See Letter from Elizabeth R. Park, Counsel for Time Warner Cable Inc., to Marlene H. Dortch, WC Docket No.
11-148 (filed Oct. 7, 2011) (attaching proof of delivery and affidavit of service).
51 Application at 16; Public Interest Statement at 18-19; Oct. 4 Supplement at Attach. (TWC-Insight Ohio
Franchised Service Areas Network Overlap); Letter from Matthew A. Brill and Elizabeth R. Park, Counsel for Time
Warner Cable Inc., to Marlene H. Dortch, Secretary, FCC, WC Docket No. 11-148 (filed Nov. 29, 2011) (Nov. 29
Supplement). Applicants state that Insight is authorized to provide cable television service in 200 local franchise
areas in its three-state region. In 29 of the 200 areas, both Insight and TWC are authorized to provide cable
television service, but their networks mostly serve distinct portions of those areas, and they do not generally
compete directly in the provision of any service. Application at 16-17; Public Interest Statement at 18; Nov. 29
Supplement at Att. 1.
52 Application at 17; Public Interest Statement at 18. Plant miles generally refer to the number of miles of facilities
laid or strung by a cable company.
53 Nov. 29 Supplement at Att. 1; Public Interest Statement at 18.
54 See Applications Filed by Frontier Communications Corporation and Verizon Communications, Inc. for
Assignment or Transfer of Control
, WC Docket No. 09-95, Memorandum Opinion and Order, 25 FCC Rcd 5972,
5980, para. 15-16 (2010) (finding that the transaction was unlikely to have anticompetitive effects because the
parties did not compete for customers and had limited adjacent service territories); Applications for Consent to the
Transfer of Control of Licenses from Comcast Corporation and AT&T Corp., Transferors, to AT&T Comcast
Corporation, Transferee
, MB Docket No. 02-70, Memorandum Opinion and Order, 17 FCC Rcd 23246, 23305-06,
para. 153 (2002) (AT&T/Comcast Order) (finding that Comcast and AT&T largely competed in separate geographic
markets for telephony services, and to the extent their service areas overlapped, there was no material increase in
concentration that would raise the potential of competitive harm).
55 Letter from Matthew A. Brill and Elizabeth R. Park, Counsel for Time Warner Cable Inc., to Marlene H. Dortch,
Secretary, FCC, WC Docket No. 11-148, at 1 (filed Dec. 14, 2011) (Dec. 14 Supplement).
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somewhat mitigated by the presence of the incumbent LEC, which provides competing voice services in
this overlap area. The Commission has found previously that cable-based providers are a strong
competitive alternative to the incumbent LEC.56 The incumbent LEC similarly represents a significant
competitive alternative to the cable provider. The customers in this limited overlap area will therefore
still have access to a facilities-based alternative to the incumbent LEC through the integration of Insight’s
networks with TWC’s adjacent facilities, and, on balance, we do not find that the transaction will cause a
significant reduction in competition in the companies’ franchise areas.57
18.
Enterprise Services. Our consideration of public interest harms also focuses on
competition for enterprise and wholesale services. Consistent with Commission precedent, the relevant
geographic market for such services is each customer’s location, because it would be prohibitively
expensive for an enterprise customer to move its office location in order to avoid a “small but significant
and nontransitory increase in the price” of special access service.58 In addition, as the Commission has
found, there are significant entry barriers to putting competitive last-mile facilities into place.59
19.
The record indicates that there are a very small number of commercial buildings in which
both Insight and TWC have built last-mile facilities to serve customers. According to Applicants, in the
areas in Columbus in which their networks overlap, Insight and TWC both have connections to [Begin
Confidential] [End Confidential].
Insight serves [Begin Confidential] [End Confidential] commercial
customers in [Begin Confidential] [End Confidential] of the buildings. 60 [Begin Confidential] [End
Confidential]
.61 In previous transactions in which an incumbent LEC has acquired a competitive LEC,
the Commission has identified competitive harm where the merging carriers both provide service to a
building over their own facilities, and there is no evidence that another competitor is connected to or is


56 Application at 10-11; AT&T/BellSouth Order, 25 FCC Rcd 5662, 5712-13, para. 93; Applications for Consent to
the Transfer of Control of Licenses and Section 214 Authorizations from Tele-Communications, Inc., Transferor, to
AT&T Corp., Transferee
, CS Docket No. 98-178, Memorandum Opinion and Order, 14 FCC Rcd 3160, 3186, para.
48 (1999) (finding that, although the companies provided limited telephone service in the same markets, the
transaction was in the public interest because the combined cable entity would provide an effective competitive
alternative to the incumbent LEC).
57 Application at 10-11, 17; Oct. 4 Supplement at Att. (Telecommunications Competitors in Insight Markets). See
NTELOS Notice
, 25 FCC Rcd at 16307 (finding that NTELOS’ acquisition of FiberNet, a competitive LEC, would
enable NTELOS to compete more effectively with incumbent LECs and cable companies). Applicants further assert
that, in addition to the incumbent LEC and other competitors, they are focused on competing against several large
“over-the-top” VoIP providers that operate in the overlap areas. Application at 17; Oct. 4 Supplement at Att.
(Telecommunications Competitors in Insight Markets). Facilities-based interconnected VoIP providers, including
cable companies such as Insight and TWC, own and control the last-mile facility between the customer’s home and
the provider’s network. These providers typically have dedicated facilities, transport calls over a private network
they own or lease, and may have a backup power source in the event of a service disruption. VoIP providers not
meeting this definition are referred to as over-the-top VoIP providers, such as Vonage and Skype. The extent to
which over-the-top providers rely on their own facilities varies from provider to provider, and they require the end
user to obtain broadband transmission from a third-party provider. AT&T/BellSouth Order, 25 FCC Rcd 5662,
5712, para. 92 and n.266.
58 Applications Filed by Qwest Communications International Inc. and CenturyTel, Inc. d/b/a CenturyLink for
Consent to Transfer Control
, WC Docket No. 10-110, Memorandum Opinion and Order, 26 FCC Rcd 4194, 4202-
03, paras. 16-17 (2011) (Qwest/CenturyLink Order) (citing SBC/AT&T Order, 20 FCC Rcd at 18307, para. 28;
Verizon-MCI Order, 20 FCC Rcd at 18449-50, para. 28)).
59 Qwest/CenturyLink Order, 26 FCC Rcd at 4202-03, para. 16.
60 Letter from Matthew A. Brill and Elizabeth R. Park, Counsel for Time Warner Cable Inc., to Marlene H. Dortch,
Secretary, FCC, WC Docket No. 11-148, at 1-2 (filed Dec. 9, 2011) (Dec. 9 Supplement).
61 Id.
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likely to connect the building to its network.62 In contrast, in this proceeding, Applicants are both
competitive providers whose primary source of competition at those buildings is the incumbent LEC. In
addition, Applicants report that [Begin Confidential] [End Confidential] last-mile connections to the
commercial buildings served by both TWC and Insight such that [Begin Confidential] [End
Confidential]
.63 In light of all these considerations, we find that the potential for reduced competition is
limited in scope. Moreover, in addition to the incumbent LEC, Applicants identify at least seven other
carriers that could potentially compete with TWC for commercial customers in Columbus.64 We further
take into account TWC’s assertion that a core aspect of its corporate strategy is to provide
communications services to enterprise and wholesale customers, that it has experience providing these
services, and that, post merger, it intends to accelerate its offerings to compete aggressively against the
incumbent LEC and other major providers in this market.65 We find that these factors, collectively,
mitigate our concerns about the potential loss of competition.
20.
MVPD Services. Applicants state that Insight serves 670 cable customers in the areas in
Columbus in which the companies’ networks overlap by approximately 90 plant miles.66 Customers in
this overlap area currently have head-to-head cable competition between TWC and Insight, which we find
to be beneficial to consumers. The Commission previously has concluded that the relevant geographic
market for MVPD services is local because consumers make decisions based on the MVPD choices
available to them at their residences and are unlikely to change residences to avoid a small but significant
increase in the price of MVPD service.67 Because it is impractical to analyze a separate geographic
market for each individual customer, the Commission typically conducts its analysis based on the
franchise areas of cable operators.68 While Insight and TWC have some franchises for the same
communities, their networks mostly serve separate portions of those communities, and as noted above,
only 2,600 Insight customers currently have a choice between TWC and Insight cable television service.
The Commission previously has found that, where cable providers primarily have not overbuilt cable
systems reaching the same homes, the potential harm to competition based on small instances of
overbuilding is not sufficient to create a material risk of public interest harm.69 Similarly, we find here
that the 2,600 Insight customers (out of approximately 643,000 customers system-wide) in the overbuild
area represent a de minimis reduction in competition that is unlikely to have an adverse effect warranting


62 Qwest/CenturyLink Order, 26 FCC Rcd at 4202-03, paras. 16-17.
63 December 9 Supplement at 1-2.
64 Oct. 4 Supplement at Att. (Telecommunications Competitors in Insight Markets).
65 Public Interest Statement at 13-14.
66 Id. at 18.
67 Applications for Consent to the Assignment and/or Transfer of Control of Licenses, Adelphia Communications
Corporation (and Subsidiaries, Debtors-in-Possession), Assignors, to Time Warner Cable Inc. (Subsidiaries),
Assignees; Adelphia Communications Corporation (and Subsidiaries, Debtors-in-Possession), Assignors and
Transferors, to Comcast Corporation (Subsidiaries), Assignees and Transferees; Comcast Corporation, Transferor,
to Time Warner Inc., Transferee; Time Warner Inc., Transferor, to Comcast Corporation, Transfere
e, MB Docket
No. 05-192, Memorandum Opinion and Order, 21 FCC Rcd 8203, 8235-36, para. 64 (2006) (Adelphia/Time
Warner/Comcast Order
).
68 AT&T Comcast Order, 17 FCC Rcd at 23282, para. 90.
69 Adelphia/Time Warner/Comcast Order, 21 FCC Rcd 8203, 8247, para. 91 (2006); Letter from William Gaston,
Marco Island Cable, to Marlene H. Dortch, Secretary, FCC, MB Docket No. 05-192 filed Feb. 13, 2006) (transaction
resulting in the elimination of an overbuild cable competitor passing up to 8,000 residences did not create a material
risk of public interest harm).
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divestiture or other conditions.70 In addition, Applicants state that the incumbent LEC and an additional
provider hold authorizations from the Ohio Department of Commerce to provide competitive video
service in the affected communities.71

D.

Potential Public Interest Benefits

21.
We also consider whether the proposed transaction is likely to generate public interest
benefits. As discussed below, we find that such benefits are likely. On balance, we find that the benefits,
taken as a whole, outweigh any potential public interest harms. Specifically, we find that grant of the
Application will spur greater facilities-based competition for residential and enterprise customers and
result in accelerated and expanded availability of IP-based services to Insight’s customers.
22.
The Commission applies a “sliding scale approach” when evaluating benefit claims.
Under this sliding scale approach, where potential harms appear “both substantial and likely, the
Applicants’ demonstration of claimed benefits also must reveal a higher degree of magnitude and
likelihood than we would otherwise demand.”72 On the other hand, where potential harms appear to be
less likely or less substantial, as in this case, we will accept a lesser showing to approve the transaction.73
In this case, as explained above, we find limited public interest harms, particularly because the area in
which Insight and TWC compete is extremely small. We also find the potential competitive benefits that
are likely to result from the transaction are sufficient for us to find that the proposed transaction serves the
public interest.
23.
In particular, the proposed transaction likely will provide benefits to residential and
business customers through the combined companies’ increased ability to compete with the incumbent
LEC in the provision of voice service and service bundles. For example, Applicants explain that the
combination of their networks will create operating efficiencies and scale and scope advantages in
procuring key inputs, such as long distance service, 911 connectivity, directory assistance, and other
database services.74 We anticipate that this will allow the merged entity to offer new services to a broader
range of customers. Applicants assert that TWC is well positioned to compete vigorously with the
incumbent LEC post-merger.75 TWC has more than 4.4 million residential voice customers and 149,000
business voice customers in 28 states and has generally achieved higher voice penetration levels than


70 Applicants state that the proposed transaction will result in TWC gaining approximately 643,000 video
subscribers from Insight, bringing its total video subscribers to approximately 13 million. Public Interest Statement
at 21.
71 Id. at 19, n.37.
72 Verizon/ALLTEL Order, 23 FCC Rcd at 17496, para. 118; EchoStar Communications Corporation, General
Motors Corporation, Hughes Electronics Corporation (Transferors) and EchoStar Communications Corporation
(Transferees)
, 17 FCC Rcd 20559, 20631, para. 192 (2002) (EchoStar-DirecTV HDO) (quoting SBC/Ameritech
Order
, 14 FCC Rcd 14712, 14825, para. 256); cf. DOJ/FTC Guidelines § 4 (“The greater the potential adverse
competitive effect of a merger . . . the greater must be cognizable efficiencies in order for the Agency to conclude
that the merger will not have an anticompetitive effect in the relevant market. When the potential adverse
competitive effect of a merger is likely to be particularly large, extraordinarily great cognizable efficiencies would
be necessary to prevent the merger from being anticompetitive.”).
73 See, e.g., Applications of Cellco Partnership D/B/A/ Verizon Wireless and AT&T, Inc., Memorandum Opinion and
Order and Declaratory Ruling
, WT Docket No. 06-96, 25 FCC Rcd 10985, 11009, para. 54 (2010) (Cellco
Partnership Order
); Verizon/ALLTEL Order, 23 FCC Rcd at 17496, para. 118.
74 Application at 10-11, Letter from Matthew A. Brill and Elizabeth R. Park, Counsel for Time Warner Cable Inc.,
to Marlene H. Dortch, Secretary, FCC, WC Docket No. 11-148 (filed Jan. 10, 2012), at 1-2 (Jan. 10 Supplement).
75 Jan. 10 Supplement at 1 (“TWC’s larger footprint, generally higher voice penetration levels, and greater financial
resources and stability will combine to create a stronger competitor to incumbent LECs in Insight’s service areas.”).
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Insight, which has 292,800 voice customers in three states.76 TWC states that its business voice
subscribership increased by 46.1 percent in the third quarter of 2011 over 2010 levels, and its residential
voice subscribership increased by 3.6 percent over the same period.77 At the same time, Insight’s total
voice subscribership declined by 4.3 percent.78 We agree that TWC’s scale and scope suggests that it
could be a stronger competitor to the incumbent telephone provider in Insight’s service territory, thereby
resulting in benefits for consumers. Applicants also claim that the combined companies will expand
access to IP-based services for all customers.79 The Commission has encouraged carriers to accelerate
access to modern IP-based services for homes and businesses,80 and we agree that TWC, as an all-IP
based voice provider, will be positioned to expand service offerings to Insight customers.81
24.
Applicants contend that the communities served by Insight, which operates in only three
states, will benefit from TWC’s much broader footprint and allow the combined companies to eliminate
redundant facilities and rely on regional network infrastructure, particularly in the Cincinnati and
Columbus, Ohio areas.82 They assert that the proposed transaction will enable enterprise customers to
have additional competitive options for customized or bundled services, including cloud computing
services.83 Consistent with our precedent, we agree that the broader service footprint of the combined
company will increase its ability to compete, particularly for enterprise customers that have operations
extending beyond Insight’s current service area.84 The Commission has recognized benefits associated
with cable clustering in which a larger cable operator acquires a smaller in-region cable system thereby
expanding the acquiring operator’s footprint: in addition to improving marketing efficiencies and
reducing costs, the Commission has found that clustering can result in increased facilities-based options
for customers in geographic areas that are larger than a cable franchise area.85 These increased options,
the Commission has stated, can make cable operators more effective competitors to LECs, whose local
service areas are usually much larger than a franchise area.86
25.
Applicants claim that the cost savings of the transaction will be in the range of $100


76 Id. at 2.
77 Id.
78 Id.
79 Application at 11-12; Public Interest Statement at 12-13. TWC states that it provides voice services exclusively
through IP technologies today. Application at 11-12.
80 See Connect America Fund, WC Docket No. 10-90; National Broadband Plan for Our Future, GN Docket No.
09-51, et al., Report and Order and Further Notice of Proposed Rulemaking, FCC 11-161, paras. 11, 51-52 (Nov. 18,
2011).
81 TWC remains subject to the Commission’s section 214 requirements associated with discontinuing circuit-
switched services to any of Insight’s existing customers. 47 C.F.R. § 63.71.
82 Public Interest Statement at 12-14; Letter from Matthew A. Brill and Elizabeth R. Park, Counsel for Time Warner
Cable Inc., to Marlene H. Dortch, Secretary, FCC, WC Docket No. 11-148, at 1-2 (filed Dec. 21, 2011) (Dec. 21
Supplement).
83 Public Interest Statement at 13-14. TWC states that it recently acquired NaviSite, a provider of cloud computing
services for enterprise customers. Id. See Dec. 21 Supplement at 1-2.
84 Application at 10-11; Public Interest Statement at 11-12.
85 See Annual Assessment of the Status of Competition in the Market for the Delivery of Video Programming, MB
Docket No. 06-180, Thirteenth Annual Report, 24 FCC Rcd 542, 628, para. 180 (2009) (Thirteenth Video
Competition Report
) (citing Adelphia/Time Warner Order, 21 FCC Rcd at 8315-21, paras. 265-77)).
86 Thirteenth Video Competition Report, 24 FCC Rcd at 628, para. 180.
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million as a result of efficiencies such as consolidation of head-end facilities and a greater ability to
negotiate volume discounts for programming and hardware.87 They provide no supporting detail for this
figure. Applicants assert that these savings will benefit subscribers by reducing upward pressure on rates
and reducing expenses for items such as retransmission payments.88 They also emphasize that the
transaction will enable TWC to become a more effective competitor in providing local and regional
advertising opportunities and that TWC will acquire control of and continue Insight’s locally-originated
information network in Kentucky and Indiana.89 Applicants further assert that they will be able to
compete more effectively with video programming offerings by direct broadcast satellite carriers and
AT&T.90 While we acknowledge the potential for such savings and efficiencies to benefit consumers, 91
Applicants have not offered specific data or made a commitment to pass savings on to their customers or
substantiated the ways in which the transaction will enable the combined company to become a more
effective competitor in the markets for video programming or advertising. We therefore do not rely on
these potential benefits in our decision.

V.

CONCLUSION

26.
We have analyzed the potential harms and benefits of the proposed transaction. On
balance, we find that the potential public interest benefits, taken as a whole, outweigh the potential public
interest harms. The combined company’s broader service footprint, increased operating efficiencies, and
greater scale and scope create a potentially stronger competitor to the incumbent LEC especially in light
of the combined company’s ability to offer IP-based voice and other services to residential and business
customers throughout Insight’s three-state region. We find that this outweighs the potential harm that
could arise from eliminating Insight as a competitor in the limited area in which both companies compete.
Accordingly, we find that the transaction serves the public interest, convenience, and necessity.

VI.

ORDERING CLAUSES

27.
ACCORDINGLY, IT IS ORDERED, pursuant to sections 4(i) and (j), and 652 of the
Communications Act of 1934, as amended, 47 U.S.C. §§ 154(i), (j), and 572, and section 76.505 of the
Commission’s rules, 47 C.F.R. § 76.505, that the Petition for Waiver filed by Insight and TWC IS
GRANTED.


87 Public Interest Statement at 12-14. Specifically, in its announcement of the merger, TWC explains that “after
incurring onetime costs and capital expenditures, it [the merger] will create annual cost efficiencies of
approximately $100 million through programming expense savings and other cost reductions. The company expects
to realize the bulk of the savings within two years of closing.” Id. at 13 n.32 (citing Time Warner Cable to Acquire
Insight Communications
(press release), Aug. 15, 2011, available at http://www.timewarner
cable.com/nynj/about/in the news details.ashx?PRID=3285&MarketID).
88 Public Interest Statement at 13; Dec. 21 Supplement at 2.
89 Public Interest Statement at 7, 14-15, 20.
90 Id. at 11-12.
91 Adelphia/Time Warner Order, 21 FCC Rcd at 8319-21, paras. 264-77; Thirteenth Video Competition Report, 24
FCC Rcd at 628-29, paras. 180-82.
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28.
IT IS FURTHER ORDERED that, pursuant to sections 4(i)–(j), 214, 309, and 310(d) of
the Communications Act of 1934, as amended, 47 U.S.C. §§ 154(i)–(j), 214, 309, 310(d), the
Applications to transfer control of domestic and international section 214 authorizations, satellite earth
station registrations, and wireless licenses ARE GRANTED.
FEDERAL COMMUNICATIONS COMMISSION
Sharon E. Gillett
Mindel De La Torre
Chief, Wireline Competition Bureau
Chief, International Bureau
Rick Kaplan
Chief, Wireless Telecommunications Bureau
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APPENDIX

SECTION 214 AUTHORIZATIONS

The following applications for consent to the transfer of control of section 214 authorizations to
TWC are granted.

A.

International

File No.

Authorization Holder

Authorization Number
ITC-T/C-20110907-00288
Insight Midwest Holdings, LLC
ITC-214-20040723-00514

B.

Domestic

The domestic section 214 application for consent to transfer control of Insight from its current
shareholders to TWC is granted.

SATELLITE EARTH STATION APPLICATIONS

The applications of Insight Kentucky Partners II, L.P. and Insight Communications Midwest,
LLC, subsidiaries of Insight, to transfer control to TWC of non-common-carrier receive only earth station
registrations are granted. These applications have been assigned File Nos. SES-T/C-20110906-01029
(Lead Call Sign: E2091) and SES-T/C-20110906-01030 (Lead Call Sign: E5828).

SECTION 310(d) APPLICATION

The application for consent to the assignment of licenses under section 310(d) is granted.

File Number

Licensee

Lead Call Sign

000484321392
Insight Kentucky Partners II, LP
KNCN356
0004843245
Insight Communications Midwest, LLC
KWG830


92 This has been designated by Applicants as the lead Wireless Telecommunications Bureau application.
15

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