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More recently, Congress amended Section 623 of the Communications Act to allow greater  xideregulation for "small cable operators," defined as operators that "directly or through an affiliate, [serve] in the  xaggregate fewer than 1 percent of all subscribers in the United States and [are] not affiliated with any entity or  xKentities whose gross annual revenues in the aggregate exceed $250,000,000." Telecommunications Act of 1996  xZ("1996 Act"), Pub. L. No. 104104,  301(c), 110 Stat. 56, approved February 8, 1996; Communications Act,   x623(m), 47 U.S.C.  543(m). Pursuant to this amendment, the rate regulation requirements of Sections 623(a), (b)  xand (c) do not apply to a small cable operator with respect to "(A) cable programming services, or (B) a basic service  xhtier that was the only service tier subject to regulation as of December 31, 1994," in areas where the operator serves  {Os- x50,000 or fewer subscribers. Id. Marcus has not claimed deregulatory status as a small cable operator under the 1996 Act.  Xz- px` ` 3. The Small System Order defines a small system as any system that serves  Xe- x15,000 or fewer subscribers.^et {O-ԍxSmall System Order, 10 FCC Rcd at 7406.^ The Commission recognized that systems with no more than  x.15,000 subscribers were qualitatively different from larger systems with respect to a number of  x[characteristics, including: (1) average monthly regulated revenues per channel per subscriber;  x(2) average number of subscribers per mile; and (3) average annual premium revenues per  X -subscriber.K  {O-ԍXxId. at 7408.(#K  X - px` ` 4. Most forms of rate relief provided under the Small System Order and the  xCommission's rules are available only to those small systems that are owned by a small cable  X - xcompany, which is defined as a cable operator that serves a total of 400,000 or fewer subscribers  X- x-over all of its systems. ^ {O#-  ԍxId. A small system is deemed owned by a larger cable company if the company "holds more than a 20  {O$- xpercent equity USESESUSinterest (active or passive) in the system or exercises de jure control (such as through a general  {Ou%-partnership or majority voting shareholder interest)." Id. at 741213, n.88. The Commission adopted this threshold because it roughly corresponds  xto $100 million in annual regulated revenues, a standard the Commission has used in other" ,N(N(ZZ"  X- xcontexts to identify smaller entities deserving of relaxed regulatory treatment.F  {Oy-ԍxId. at 740911.F The Commission  xdetermined that cable companies exceeding this threshold would find it easier than smaller  X- xcompanies to attract the financing and investment necessary to maintain and improve service.C Z {O-ԍxId. at 7411.C  x{The Commission also determined that cable companies that exceeded the small company  xLdefinition "are better able to absorb the costs and burdens of regulation due to their expanded  X-administrative and technical resources."C  {O* -ԍxId. at 7409.C x` `  X_- px` ` 5. Beyond adopting the new categories of small systems and small cable  XH- x\companies, the Small System Order introduced a form of rate regulation known as the small  X3- x.system costofservice methodology.F 3~ {Ob-ԍxId. at 741828.F This form of rate regulation, which is available only to  x[small systems owned by small cable companies, is more streamlined than the standard costof x.service methodology available to cable operators generally. Moreover, the small system rules  xinclude substantive differences from the standard costofservice rules to take account of the  xproportionately higher costs of providing service faced by small systems. To qualify for the  xMsmall system costofservice methodology, systems and companies must meet the new size  X - xistandards as of either the effective date of the Small System Order, or on the date thereafter when  X-they file the documents necessary to elect the relief sought. {OU-ԍxId. at 7413. The effective date of the Small System Order was August 21, 1995.  Xf- pSx` ` 6. Cable systems that fail to meet the numerical standards contained in the  xdefinition of a small system, or having operators that do not qualify as small cable companies,  xmay submit petitions for special relief requesting that the Commission grant a waiver of its rules  x<to enable the petitioning systems to use the various forms of rate relief available to small systems  X - xowned by small cable companies.F  {O]-ԍxId. at 741213.F The Commission stated that petitioners should demonstrate  X- xthat they "share relevant characteristics with qualifying systems.":4  {O -ԍxId.: Other potentially pertinent  xifactors include "the degree by which the system fails to satisfy either or both definitions, whether  xthe system recently has been the subject of an acquisition or other transaction that substantially  x-reduced its size or that of its operator, and evidence of increased costs (e.g., lack of programming  X- x=or equipment discounts) faced by the operator."F  {O&-ԍxId. at 741213.F If the system fails to qualify for relief based  xon its affiliation with a larger cable company, the Commission will consider "the degree to which"X ,N(N(ZZ"  x/that affiliation exceeds our affiliation standards, and whether other attributes of the system  xwarrant that it be treated as a small system notwithstanding the percentage ownership of the  X- xaffiliate."; {OK-ԍxId. ; The Commission noted that these factors were not exclusive and invited petitioners  xto support their petitions with information that demonstrates similarities to those systems  X-qualifying for small system treatment.:Z {O-ԍxId.:  Xv- II.xTHE PETITION AND OPPOSITIONS  XH- px` ` 7. At the time it filed the Petition, Marcus directly owned and operated 97  X1- xcable systems serving 386,170 subscribers.?1 yO -ԍxPetition at 3.? Marcus also held a general partnership interest in  x"Cencom of Alabama, L.P. ("CALP"), a cable operator with 23 systems serving 83,956  X - xsubscribers.K | {O0-ԍxId. at 3, Exhibit 2.K Under the Commission's affiliation rules, the CALP subscribers were attributable  X - xto Marcus because the general partnership interest constitutes de jure control over CALP.H  {O-ԍxSee supra at n.9.H  xjConsequently, Marcus is deemed to have served a total of 470,126 subscribers as of the date it  xfiled the Petition, thus exceeding by over 70,000 subscribers the threshold for small cable company status.  X{- px` ` 8. In the Petition, Marcus described its plans to acquire additional cable  xsystems, serving approximately 650,000 subscribers, from Sammons Communications, Inc.  XM- x("Sammons").CM yO-ԍxPetition at 78. C This transaction was consummated on November 1, 1995.DM0  yO.-ԍxMarcus Letter at 3.D In a separate  xtransaction also closing shortly after filing the Petition, Marcus became the sole owner of the  X- xCALP systems where it previously held a general partnership interest.E  {O -ԍxId. at 3, n.4.E As a result of these  xtransactions, Marcus was serving 1,149,628 subscribers across 749 cable systems as of November,  X-1995.IR  yO#-ԍxMarcus Letter at 3, n.5.I  X- px` ` 9. In brief, Marcus emphasizes the large number of small systems it owns,  x<asserting that the higher costs of doing business faced by small systems is not related to the size",N(N(ZZ"  X- x of the cable company that owns the systems.G yOy-ԍxPetition at 23.G Marcus also argues that the Commission's  x400,000 subscribership cap for small cable companies is a rough approximation of the proper  X- x-cutoff for according relaxed regulatory status and should be applied flexibly.@X {O-ԍxId. at 3.@ Marcus contends  xthat we should not take account of the systems it acquired from Sammons when considering the  xPetition because that acquisition occurred after the Petition was filed and because Marcus is not  X- xseeking small system relief for the systems it acquired from Sammons.X {O( -ԍxId. at 78; Marcus Letter at 34.X Excluding the Sammons  xsystems from consideration, Marcus argues that it would automatically qualify for small system  X_- xyrelief but for its ownership interest in CALP.E_| yO -ԍxPetition at 3.E For a number of reasons, Marcus contends that  xwe should ignore the CALP systems as well for purposes of resolving the Petition. Primarily,  xMarcus asserts that the majority of CALP systems are small and rural with high operating costs.  x=More generally, the Petition contends that Marcus is precisely the kind of cable company that  xthe Commission has targeted for rate relief because over 90% of the systems owned by Marcus,  X -including the CALP systems, are small and rural.@  {O-ԍxId. at 4.@  X - prx` `  10. The City of Adams, Wisconsin submitted a letter opposing Marcus's  X - xpetition, but did not state any specific ground for denial.   yO-  /ԍxLetter from Linda L. Ritchie, City of Adams Clerk/Treasurer, to the Cable Services Bureau, dated August 7, 1995. Marcus filed a brief reply, asserting  X-that the letter from the City of Adams was not a "substantive opposition."x!  yO7-ԍxMarcus Reply to Opposition to Petition for Special Relief at 12.x  Xb- pcx` `  11. After the deadline for the filing of oppositions, two other franchising  xauthorities submitted letters opposing the Petition. The Wisconsin Rapids Telecommunications  xAdvisory Commission complained of a number of actions that Marcus had taken since acquiring  xLthe cable system serving that jurisdiction, including raising rates, removing a channel from the  xcable programming services tier, failing to communicate effectively with subscribers, committing  X- x>billing errors, and failing to comply with the local municipal code."  yO&#-  ԍxLetter from William Orcutt, Chairman of the City of Wisconsin Rapids Telecommunications Advisory Commission, to Chief, Cable Services Bureau, dated August 25, 1995. In a separate letter, the  X- xVillage of Plover, Wisconsin made similar complaints.# yOg&-ԍxLetter from Meg Erler, Village President, et al., to Chief, Cable Services Bureau, dated September 1, 1995. Marcus responded by describing the  xyreasons and legal authority for its rate and tiering decisions, denying certain of the allegations,"n#,N(N(ZZ"  x>and denying any knowledge of, but pledging to rectify, other problems alleged by the local  X-franchising authorities.$  yOb-  ԍxLetter from Susie Holliday, Vice President of Regulatory Compliance for Marcus Cable, to William Orcutt,  xChairman of the City of Wisconsin Rapids Telecommunications Advisory Commission, dated September 7, 1995;  xLetter from Susie Holliday, Vice President of Regulatory Compliance for Marcus Cable, to Meg Erler & Trustees, President and Trustees for the Village of Plover, dated September 15, 1995.  X- III.xDISCUSSION  X- pax` `  12. Marcus correctly asserts that the Commission established the small system  xxcostofservice rules, and the corresponding definitions of small system and small cable company,  X_- xybased in large part on the higher costs of doing business faced by small systems.K%_ {O -ԍxSee Petition at 67.K In support  xof its Petition, Marcus cites the large number of small systems it owns and operates and includes  x!evidence seeking to show that those systems share some of the characteristics that the Commission found relevant in determining the systems eligible for small system treatment.  X - px` `  13. Marcus then argues that the Commission's analysis of the relevant, defining  xcharacteristics of small systems "was completely unrelated to whether a cable company was  X - xxabove or below 400,000 subscribers."?& B yO-ԍxPetition at 7.? Marcus asserts that "small systems are significantly more  X - xexpensive to operate than larger systems," regardless of the size of the system operator.:'  {O*-ԍxId.:  xHowever, this argument overlooks that once the Commission identified the universe of small  xsystems that generally face higher costs and other operating burdens, i.e., those serving 15,000  x=or fewer subscribers, it made a further distinction based on whether the system was owned by  xka small cable company. In affording regulatory relief only to those small systems owned by  xksmall cable companies, the Commission observed that "our relief for smaller cable entities is  xaimed at those that do not have access to the financial resources, purchasing discounts, and other  X- xefficiencies of larger companies."^(d  {O-ԍxSmall System Order, 10 FCC Rcd at 7408.^ The Commission also determined that the costs associated  xwith regulation have a greater impact on small cable companies in terms of providing service and  X- x{responding to competition than on larger companies.C)  {O"-ԍxId. at 7406.C In making this determination, the  xCommission defined a small cable company as one that serves no more than 400,000  X- xsubscribers.:*  {O%-ԍxId.: Thus, contrary to Marcus's suggestion, the Commission found there to be a real"*,N(N(ZZ"  xand significant distinction between small systems owned by small cable companies and small systems owned by larger cable companies, such as Marcus.  X- p4x` `  14. The burden is on Marcus to show why its small systems should be treated  xdifferently than small systems owned by other cable companies that exceed the 400,000  xLsubscriber threshold. We begin by noting that the Commission provided for the filing of such  xpetitions based on the inherent limitations of a strict numerical test for determining an entity's  X_- x[regulatory status.F+_ {O-ԍxId. at 741213.F While recognizing the administrative convenience of the brightline test it  xMadopted, the Commission noted that absent the availability of special relief, "the regulatory  xtreatment of two smaller, nearly identical systems could vary significantly merely because . . .  X - xthe size of their respective owners varies by a few hundred subscribers."C, Z {O% -ԍxId. at 7412.C The Commission  xexpressed its concern about the regulatory treatment of small systems owned by operators that  x<only slightly exceed the 400,000subscriber threshold. Indeed, one of the factors specified by the  xCommission as relevant to a petition for special relief is "the degree by which the system fails  X -to satisfy" the definitions of small system and small cable company.:-  {O[-ԍxId.:  X- pbx` ` 15. The circumstances of this case do not involve an operator that is "a few  Xy- xihundred subscribers" over the 400,000subscriber limit.b.y~ {O-ԍxSee Small System Order, 10 FCC Rcd at 7412.b Rather, Marcus is one of the ten largest  Xb- xmultisystem operators ("MSOs") in the United States./b {O#-  ԍxPaul Kagan Associates, Inc., Top Cable System Operators as of December 30, 1995, Cable TV Investor,  xFebruary 29, 1996, at 14. The information in this report indicates that Marcus was the tenth largest MSO in the  xZUnited States as of December 30, 1995. However, we understand that soon after this information was published,  xxTime Warner Cable acquired the eighth largest cable system operator, Cablevision Industries. As a result, Marcus now is apparently the ninth largest cable system operator in the United States. With over 1.1 million subscribers,  xMarcus has nearly three times the 400,000 subscribers that define a small cable company. Given  xthe Commission's determination that affiliation with an operator less than half Marcus's size will  xyproduce efficiencies sufficient to render small system status unnecessary, it is unlikely that the  xKsmall systems owned by Marcus are in need of such relief. Moreover, the Commission has found  xthat the 400,000subscriber definition is an accurate approximation of the level at which relief  xis warranted. While the Commission noted the potential for inequity in strict numerical  x{standards, and invited waiver petitions, it did not intend expenditure of resources by the  xCommission and the parties to engage in casebycase review of petitions filed by operators who  xexceed that threshold by multiples of two or more. This would frustrate the goal of administrative convenience that led the Commission to adopt a brightline test. "e /,N(N(ZZ"Ԍ X- px` ` 16. Notably, Marcus does not contend that operators of its size should be  xxroutinely considered eligible for small cable company status. Rather, Marcus addresses this issue  xby, in effect, urging us to disregard over 700,000 of its subscribers. Marcus points out that it  x<acquired the bulk of its subscriber base in the Sammons transaction which was not consummated  x[until after Marcus filed its petition. Were we to consider the Petition as of the time it was filed,  X- xwe would attribute only 470,126 subscribers to Marcus.L0 {O-ԍxSee supra at para. 7.L Of these subscribers, almost 84,000  x=were served by the CALP systems in which Marcus had only a partnership interest at the time  xit filed its Petition. Given the nature of its affiliation with CALP at the time it filed the Petition,  xiand certain characteristics of the CALP systems, Marcus suggests that the CALP subscribers not  xbe attributed to Marcus in this context, thus lowering its subscriber base to below the 400,000  x]threshold for small cable companies. Marcus thus suggests that, as a practical matter, it  xresembled a small cable company as of the time it filed the Petition and should be granted that status accordingly. x` `  X - pbx` ` 17. We cannot accept Marcus' suggestion that we should ignore the former  xZSammons subscribers, as well as those of the CALP systems, for purposes of this waiver petition.  xyEvents that have transpired since the filing of the Petition may have a significant impact on the  x=circumstances relied on to support the waiver. Given that the changed circumstance reflects a  xsubstantial increase in the degree to which the operator exceeds the small cable company  xdefinition, a factor specifically identified by the Commission as being relevant with respect to  xsuch petitions, we cannot ignore the substantial impact that either the Sammons or CALP  xtransactions have. Moreover, our rules governing special relief petitions specifically recognize  X-the potential significance of changes in circumstances that occur after the filing of a petition.a1\Z {O-  ԍxSee 47 C.F.R.  76.7 ("[e]ach party filing a petition, complaint, opposition or other pleading pursuant to   {O- xJ76.7 is responsible for the continuing accuracy and completeness of all information in such document"); see also 47 C.F.R.  1.65.a  X- pbx` ` 18. Yet Marcus argues that there are special reasons to ignore postPetition  xevents in this case. First, Marcus notes that it is not seeking small system status for any of the  xsystems it acquired from Sammons. However, the Commission established the 400,000  x<subscriber threshold based upon the economies of scale enjoyed by larger cable companies such  X|- xjas Marcus.a2|~ {O -ԍxSmall System Order, 10 FCC Rcd at 741213.a The fact that Marcus does not seek small system status for all of its systems has little, if any, relevance in this regard. x` `  X7- px` ` 19. As a second reason to ignore its acquisition of the Sammons systems,  X - x.Marcus points to a "grandfathering" provision of our small system rules. In the Small System  X - xOrder, the Commission determined that once a system qualifies under the small system and small  x>cable company criteria, it shall remain eligible for small system status as long as the system"2,N(N(ZZ<"  x<serves no more than 15,000 subscribers, even if the company that owns the system subsequently exceeds 400,000 subscribers. As the Commission stated:  ` XxX` ` Thus, a qualifying system shall remain eligible for relief even if the  ` company owning the system subsequently exceeds the 400,000  ` subscriber cap. Likewise, a system that qualifies shall remain  ` eligible for relief even if it its subsequently acquired by a company  ` that serves a total of more than 400,000 subscribers. The ability  ` Fto remain eligible for small system relief even after being acquired  ` by a larger operator should increase the value of the system in the  ` eyes of operators and, more importantly, lenders and investors.  ` The enhanced value of the system thus will strengthen its viability  ` and actually increase its ability to remain independent if it so  X -chooses.^3  {Oe -ԍxSmall System Order, 10 FCC Rcd at 7413.^x`  X - px` ` 20. Marcus suggests by analogy that the status of the small systems that are  xthe subject of the Petition should be judged as of the date the Petition was filed, and should not  xbe affected by the subsequent growth of the cable company that owns them. We disagree. The  x-purpose of the grandfathering provision of our small system rules is to give certainty to a system  xxthat its regulatory status will not instantly be modified upon a change in the status of its operator.  xThis policy enhances a system's ability to make the market and business forecasts that underlie  xkefforts to secure capital, improve service, and expand the system, and generally plan for the  x-future. This is not the circumstance of the present case because the Marcus systems have never  x<had small system status. They did not qualify for small system status when the Petition was filed  xand could not have reasonably expected that a waiver was forthcoming. The only element of  xywhich the Marcus systems could ever have been certain was that they had never been deemed  xeligible for small system status. The interests of regulatory certainty behind the grandfathering  x.provision of our small system rules are not furthered by judging the Petition without regard to the subsequent acquisition of the Sammons systems.  XN- px` ` 21. For these reasons, we must consider Marcus as a cable operator serving  X7- xover 1.1 million subscribers.47q yOY-  ԍxThis figure includes the CALP subscribers, all of whom are served by systems wholly owned by Marcus.  xWhile Marcus held only a general partnership interest in CALP as of the date it filed the Petition, for the reasons  x,already stated we cannot ignore its subsequent acquisition of the remaining ownership interest in CALP. Moreover,  xthe general partnership interest that Marcus held in CALP at the time it filed the Petition was, by itself, sufficient  {Oy"-to attribute the CALP subscribers to Marcus. See supra at para. 7 and infra at para. 2729. The Commission has determined that small systems affiliated with  x>large cable companies (i.e., those exceeding 400,000 subscribers) are not within the class of  x[systems that are in need of the small system costofservice methodology, and has directed us  xto take into account the extent to which a petitioner exceeds this figure when addressing a  xpetition for special relief. Here there is a great disparity between the small cable company  x.threshold and the actual number of Marcus subscribers. Marcus stresses the large number of" #4,N(N(ZZ"  xsmall systems it operates. Marcus further notes that these systems share some of the  xcharacteristics that the Commission found relevant in defining a small system as one serving no  X- xkmore than 15,000 subscribers.F5 yOK-ԍxMarcus Letter at 45.F Marcus contends that granting the Petition will enable it to  X- xattract the capital it needs to maintain and upgrade its systems.A6X yO-ԍxPetition at 79.A Marcus notes in particular its  X-commitment to upgrade "the 23 small and rural Alabama systems" owned by CALP.@7 {O= -ԍxId. at 9.@ x` `   Xv- px` ` 22. We accept that an operator generally can demonstrate that its small systems  xare similar in many respects to small systems generally. Having noted certain defining  xycharacteristics of small systems, the Commission made further delineations with regard to such  xsystems, finding that small systems owned by operators with over 400,000 subscribers are better  xable to absorb the impact of regulation. Marcus attempts to distinguish itself from other large  xMSOs on the grounds that it has so many small systems, resulting in an average system size of  X - x3,700 subscribers.I8 z yO-ԍxMarcus Letter at 5, n.7.I To accept this as the determining factor would effectively modify the small  xsystem eligibility criteria such that the size of the operator would become irrelevant for operators  xwith an average system size below a certain level. In this case, to grant Marcus's Petition would  xcommit relaxed regulatory status not available to small systems owned by operators that are less  X- xthan half the size of Marcus. We find no authority in the Small System Order or the  xCommission's rules to do so. Rather, we believe the Commission intended the size of the  xoperator to be a relevant factor in all cases. While the weight of this factor may vary depending  xupon the circumstances, in this case it weighs strongly against the Petition and we see no countervailing circumstances of equal weight.  X- px` ` 23. We support Marcus' commitment to upgrade those of its systems that are  x.in need of improvement, but we do not accept the contention that Marcus will be able to fulfill  xMits commitment only if it is accorded small cable company status. Our rules provide several  xavenues for larger operators such as Marcus to fund an upgrade of its systems. For example, an  xoperator that undertakes a significant network upgrade requiring added capital investment may  X- xLjustify a rate increase via an abbreviated costofservice showing.J9  yOP!-ԍx47 C.F.R.  76.923(h).J Alternatively, an operator  xcan enter into a social contract, pursuant to which the cable operator is given substantial  xflexibility in setting rates for new regulated services, in exchange for which customers are  XP- xguaranteed that existing services will remain in place at stable and reasonable rates.:P yO%-  \ԍxSecond Report and Order, First Order on Reconsideration, and Further Notice of Proposed Rulemaking in MM Docket No. 93215 and CS Docket No. 9428, FCC 95502, 11 FCC Rcd 2220, 227884 (1996). These"P :,N(N(ZZ"  xoptions are in addition to our standard costofservice rules that permit an operator to set  X-regulated rates based on the specific costs it incurs in providing regulated service.J; yOb-ԍx47 C.F.R.  76.923(g).J  X- px` ` 24. In sum, Marcus has failed to distinguish itself from other large MSOs that  xown small systems but that are ineligible for small cable company status. Similarly, we are  x<unable to conclude that Marcus shares relevant characteristics with operators that meet the small  xLcable company definition, particularly in light of the extent that Marcus exceeds that definition  xand the significance to be attached to the operator's total subscriber base for these purposes. Accordingly, we believe that it is in the public interest to deny the Petition.  X - px` ` 25. Our denial of the Petition is based on the degree that Marcus's subscriber  xcount exceeds the small cable company definition. We further conclude that we would reach the  xsame result even if we were to consider the Petition as of the date it was filed. As stated, the  xCommission adopted the small system and small cable company definitions for the benefit of  x]"smaller cable entities . . . that do not have access to the financial resources, purchasing  X - xdiscounts, and other efficiencies of larger companies."^< X {O-ԍxSmall System Order, 10 FCC Rcd at 7408.^ Marcus does not appear to fit this  xdescription, even when viewed at the time it filed the Petition. At that time, Marcus's subscriber  xMbase of approximately 470,000 still substantially exceeded the 400,000subscriber threshold.  Xb- xLAgain, the difference is far greater than the "few hundred subscribers" referred to in the Small  XM-System Order.="M {O-  MԍxId. at 7412. We do not suggest that petitions filed by operators serving over 400,000 subscribers will be  xconsidered only if the excess numbers in the hundreds. We simply highlight the substantial difference between an  xoperator serving 470,000 subscribers and one that exceeds that threshold be only a few hundred, or even a few thousand, subscribers.  X!-  px` ` 26. Similarly, Marcus's estimated annual regulated revenues of $109 million  xfor 1995, which excludes revenues from the former Sammons systems, suggests that it does not  X- xfit the description of a cable company in need of regulatory relief. N> {Ox-ԍxSee Marcus Letter at 1.N The Commission  xkestablished the 400,000subscriber threshold for small cable companies because it generally  xyequated to entities earning no more than $100 million in annual regulated revenues, a figure the  xCommission has found significant in various contexts for purposes of relaxing regulatory burdens.  x\In addition to failing to qualify as a small cable company under the strict definition, Marcus  x=further fails to qualify when measured by the underlying standard on which the definition was  xbased, even when ignoring the former Sammons subscribers. From this perspective, Marcus  xxagain lacks the "relevant characteristics" of a small cable company and thus should not be treated as one for regulatory purposes. "$ f >,N(N(ZZ"Ԍ X- px` ` 27. Marcus notes that, but for its general partnership interest in the CALP  xsystems, it automatically would have qualified for small cable company status at the time it filed the Petition. With respect to the CALP interest, Marcus makes the following argument:  ` XxX` ` Marcus Cable could have immediately qualified for the  ` +Commission's small cable company rate relief by simply  ` Gterminating its general partnership relationship with the CALP  ` systems. No Commission waiver would have been necessary, and  ` Marcus Cable would have been grandfathered for its small cable  ` company status if it chose to reinstate its general partnership with  ` )CALP even a few months later. In that manner, Marcus Cable  ` swould have qualified, without any need for Commission approval,  ` its approximately 275,000 small cable system subscribers for the  ` )relief now being sought in this Petition. However, rather than  ` going through such legal maneuverings, Marcus Cable determined  ` tthat it would come to the Commission and candidly explain the  X-circumstances of the CALP attribution.D? yO -ԍxMarcus Letter at 2.Dx`  Xb- px` ` 28. Marcus suggests that the Commission should look favorably upon its  xrequest because, through "legal maneuverings," Marcus could have bypassed the Commission but  x still achieved the substantive result it seeks by way of the Petition. We find this argument  xunconvincing. Any cable company with over 400,000 subscribers could divest itself of ownership  xinterests until the subscriber base has gone below 400,000 subscribers. This scenario does not  X- xjdistinguish Marcus from other large MSOs that are ineligible for small cable company status.@X yO-  ԍxThe prospect of a cable company divesting itself of a general partnership interest in systems that account  xKfor almost 20% of its subscriber base, simply to qualify for a more relaxed regulatory status, would seem to be an  xunlikely business policy and not a proper basis on which to decide issues such as the one before us. Our observation  xwin this regard is corroborated by the facts of this case, in that Marcus not only retained its original interest in CALP, but in fact acquired the rest of the partnership interests such that it is now the sole owner of the CALP systems.  xEven if Marcus had divested itself of its general partnership interest but had retained the ability  X- xito "reinstate" that interest subsequently, it appears that Marcus would have held de facto control over CALP sufficient to constitute affiliation.  X~- px` ` 29. Separately, Marcus argues that its general partnership interest in CALP was  Xg- x"worthless" at the time it filed its Petition due to the amount of debt CALP had incurred.EAg yO #-ԍxPetition at 6, n.14.E  xWhile we doubt that the Commission intended the resolution of these petitions to depend upon  xestimates of system values, we note that Marcus has not put any factual evidence in the record  x-to support this assertion. Indeed, its subsequent acquisition of the remaining ownership interest in CALP suggests that Marcus in fact placed some value on the CALP systems."  A,N(N(ZZ["Ԍ X-  pԙx` ` 30. Finally, we note that at the time it filed the Petition Marcus was in a  X- xjposition to secure a $1.1billion credit agreement to finance the Sammons acquisition.B yOb-ԍxCommunications Daily, September 1, 1995; Bureau request, p. 2; Marcus Letter, p. 3. As we  xhave stated, the burdens small operators face in gaining access to capital was a critical  X- x[consideration in the adoption of the Small System Order. Regardless of when that transaction  xwas finally consummated, it is clear that Marcus was able to raise over $1 billion of capital at  x/the point in time that Marcus deems to be the critical juncture, i.e., when it filed its Petition.  x0Again, Marcus does not fit the profile of the small cable company in need of the relaxed  xKregulatory burdens of our small system cost of service rules. To determine otherwise would have the limited exception envisioned by the Commission engulf the rule.  X - px` ` 31. We find that Marcus has not met its burden under Section 76.7(c)(1) of  X -establishing its need for special relief. Therefore, we deny Marcus's petition for special relief.iCX X yO- yԍWe have not based our decision on the complaints received from various local franchising authorities. While   xwe appreciate the concerns of the local franchising authorities, we think that these complaints should initially be  yO-addressed at the local level. i  X - IV.xORDERING CLAUSES  X - pbx` ` 32. Accordingly, IT IS ORDERED that the Petition for Special Relief filed  xby Marcus Cable Properties, Inc. requesting a waiver of the Commission rules defining systems  X{-subject to small system rate relief IS DENIED. x  XM- pCx` `  33. This action is taken pursuant to delegated authority under Section 0.321 of  X6-the Commission's rules.FD6x yO_-ԍx47 C.F.R.  0.321.F x` `  hhFEDERAL COMMUNICATIONS COMMISSION x` `  hhMeredith J. Jones x` `  hhChief, Cable Services Bureau