Acquisition of the Brazoria and Oyster Creek Texas Cable Systems by Brazoria Telephone Company

Brazoria Telephone Company is a small, rural telephone company that provides local, long distance and broadband services to customers residing within and around the city of Brazoria, Texas, about an hour south of Houston.  During a strategic planning session held in September 2006, Brazoria Telephone's management concluded that it needed to supplement its portfolio of communications services with a video offering.  After considering available alternatives, management decided to first pursue efforts to acquire the CATV system that was then providing service in the Brazoria market.  The Brazoria system had changed hands several times over the past decade, including once through bankruptcy.  At the time the system was owned by one of the larger cable MSOs, which had stabilized operations but was not making any noticeable enhancements to the system's network or offerings.  While the large MSO had no significant operations in the area, the Brazoria system was nonetheless profitable and generated a strong and consistent cash flow.  Beginning in the Fall of 2006, JSICA began regularly contacting representatives of the MSO in an effort to initiate sale discussions.  Given the small size of the Brazoria CATV system, as well as the system's relatively strong cash flow, the large MSO was not motivated to sell the operations.  Over the course of the next three years, JSICA continued to engage with representatives of the MSO until, on September 30, 2009, Brazoria Telephone Company closed on its acquisition of the Brazoria and Oyster Creek systems.  In addition to initiating the transaction, negotiating definitive agreements, conducting financial due diligence, and performing a FAS 141 purchase price allocation, JSICA assisted the Brazoria management in a number of other areas including coordinating the company's application for membership to the National Cable Television Cooperative and identifying, qualifying and introducing providers of billing, broadband provisioning and engineering services.  Post acquisition, JSICA's affiliate, John Staurulakis, Inc., has continued to provide video-related services to the management of Brazoria Telephone Company including negotiation of pole attachment and retransmission agreements.