Charter accepted the economic skeleton of the EP 2026 Amendment — multiplier tiers, FCO bands, DIRECTV-Ingest fallback, NFLST referral cadence — but stripped five EP-favorable structural protections (Direct Sales framework, MFN scope limitation, DIRECTV automatic-parity supersession, Data Security / 48-hour breach, Insurance) from the 5/13 counter.
| Key Open Term | EverPass Position | Charter Position (5/13) | Open Question / Recommended Response |
|---|---|---|---|
| DIRECTV Automatic-Parity Supersession (§IX.3) | Explicit removal of automatic DIRECTV parity; EP sole-discretion gating on any successor DIRECTV arrangement. | Deleted from counter. Prior automatic-parity construct survives by silence. | Reinsert exposure for integration and exposure; any DIRECTV deal automatically flows to Charter. |
| MFN Scope Limitation (§VII.2) | MFN scoped to Charter App-Based Marketing Channel only; excludes linear MVPD / vMVPD, wholesale, EP DTC. | Deleted from counter. Broad MFN survives by silence — reaches every future EP distribution deal. | Reinsert; discuss narrow MFN required for deal. |
| EP Direct Sales Framework + Hardware Safe Harbor (§III.1A) | $0 referral fee on EP-initiated enterprise sales; Xumo device choice doesn't convert sale; anti-circumvention. | All dropped. Replaced by one-sentence "Cooperation" provision. | Reinsert verbatim. Walk-away. Without this, Charter claims Referral Fees on every EP-team-closed sale at any venue with Spectrum internet or Xumo device — enterprise motion blocked. |
| Pre-Approved Bespoke Pricing (Exhibit F) | EP sole discretion on case-by-case enterprise pricing. | NTD: requests a published pre-approved tier table. | EP to propose 4-tier band + case-by-case override gate. Discuss. |
| Insurance Coverage | $5M / $5M / $10M coverage requirement on Charter. | Deleted. | Reinsert. Strong ask, not walk-away. Approval required on whether to carry as a negotiable lever vs. holding firm. |
| Charter Program Workstreams (5/5 Update) | NFL ST sales 6/1 start; Spectrum TV Control Pro 6/15 launch; Fire Stick joint launch. | NFL ST delayed to 7/9; STCP delayed to 7/13; CSV-bridge approval window for 6/1 has lapsed. | Delay impacts SMB — discuss. |
| Economic Term | EverPass Position | Charter Position (5/13) | Open Question / Recommended Response |
|---|---|---|---|
| Term Length | 4 years through June 30, 2029. | Accepted as drafted. | Closed. |
| Renewal Referral Fees | 50% of base referral fee in Year 1 of renewal only; $0 thereafter. | 50% of base referral fee ongoing through life of renewal term. | Material gap. Multi-year renewal at 50% ongoing materially shifts long-tail economics. Approval required on EP walk-away threshold (Y1-only vs. blended Y1 50% / Y2+ at 25% as middle ground). |
| Multiplier Tiers (FCO ≤350 + 350+) | FCO ≤350: volume tiers (entry 2,501–3,000 = 1.25x). FCO 350+: revenue tiers. DIRECTV-Ingest alternate multiplier on Successor DIRECTV deal. | Accepted EP 03/27 baseline verbatim. | TBD / Accept pending alignment on other T&Cs. |
| EP Core Referral Fee | 2.5% Facilitated Referrals; Engage / Digital Signage referral fee same structure. | Accepted. | Closed. |
| Portfolio Exposure | DIRECTV parity removed + MFN scope-limited = exposure quarantined. | DIRECTV parity + broad MFN survive by silence = >$30M portfolio exposure if successor DIRECTV deal automatically flows to Charter. | Approval required on whether to treat as walk-away or trade vs. §IV.c DIRECTV-Ingest fallback. |
NBA League Pass provides access to up to 40 live out-of-market games per week during the regular season, totaling more than 950 games. NBA Counter received 5/15 with full clean-proposal + redline vs. EP 1/13 draft, plus 2025–26 NBA + 2026 WNBA Accounting Amount schedules. WNBA scoped as a separate parallel agreement under identical structure.
| Key Open Term | EverPass Position | NBA Position (5/15) | Open Question / Recommended Response |
|---|---|---|---|
| Term Length | 2 years (10/1/2026 – 9/30/2028). | Conceptually agreed — 2 years. | Closed. |
| Co-Lo / Ingest Fees | $229,185.60 Y1 (+5% / year). | TBD. | Tied to Uplynk ($880K) vs. AWS ($335K) ingest decision. Approval required. |
| Data Rights | Raw event-level data with mutually agreed attributes. | "Raw data with mutually agreed attributes" accepted; schema + governance to define. | Product / Legal to scope schema. No executive action required. |
| Mid-June Execution Deadline | Contract papered by mid-June to protect 7/5 Eurovision integration + 9/2026 preseason launch. | No public deadline; "Main Street issue" cited as prior delay driver. | Teams working in parallel for mid-June launch. |
| Economic Term | EverPass Position | NBA Position (5/15) | Open Question / Recommended Response |
|---|---|---|---|
| Minimum Guarantee — NBA | $2M / year MG. | TBD — NBA internal alignment with RedBird / cap table by 5/19; needs EBITDA-positive framing. | Approval required on $2M MG floor with first-dollar recoup. Walk-away threshold to be set. |
| Minimum Guarantee — WNBA | $1M / year MG (separate parallel agreement). | TBD — parallel structure conceptually agreed. | Approval required on committing $1M WNBA MG. Open: defer WNBA to Y2 amendment to reduce Y1 cash exposure? |
| Revenue Share | EP retains first $2M (NBA) / $1M (WNBA); NBA receives 70% of excess. | 70/30 post-threshold directionally agreed; resistant to pre-threshold net deductions. | Hold position. Approval required: net deductions (broadcast ops, chargebacks) must apply pre-split. |
| Y1 Revenue / EBITDA | $1.9M FY / $3.11M Season gross; ~600 ending accounts at $5,179/season; ~$680K EP gross after split; Y1 EBITDA ~–$12K (breakeven). | N/A — outputs of EP model. | Reference baseline. No executive action. |
| Y2 Revenue / EBITDA | $2.4M FY / $4.91M Season gross; 924 ending accounts (54% growth); $720K EP gross after split; Y2 EBITDA +$466K (9.5% margin); GP $541K (11.0%). | N/A — outputs of EP model. | Reference baseline. No executive action. |
| Cumulative 6-Year EBITDA | –$1.04M cumulative through Year 6 (broadcast ops carry $263K/year Y3–Y6 with no League Pass revenue). | N/A. | Approval required: tolerable structural carry vs. negotiating renewal MG / exit option for Y3+. |
| DIRECTV Benchmark | $3M / 36-month MG ($83K/month) at 70/30 rev share. | DIRECTV comparable: $11.4M / 36-month MG ($315K/month) at same rev share — 3.8x EP MG. | Use as ceiling reference in 5/19 response. No executive action. |
Chi Tung (Samsung) confirmed Samsung is passing on EverPass's Separate Agreement (sent 4/4, 44+ days silent) — twice on 5/15. Samsung's stated policy: "no reader / consumption-only apps on the platform" and Samsung must "participate in subscription and ad economics." Door not fully closed if EP willing to discuss revenue economics, but that breaks the B2B authorization model.
| Key Open Term | EverPass Position | Samsung Position (5/15) | Open Question / Recommended Response |
|---|---|---|---|
| Revenue Share to Samsung | 0% under Separate Agreement (§3.1). | Samsung must "participate in subscription AND ad economics" — platform-wide standard policy, no exceptions for consumption-only apps. | Approval required: walk away from Samsung for 5/20 launch, or open economic discussion (changes deal structure entirely)? |
| Ad Inventory Share | 0% — EP retains 100% inventory and revenue (§4.1). | Standard Terms §9: Samsung 30% gratis inventory + 60%-payout option on remaining 70%; mandatory Samsung Ad SDK / TIFA. | EP cannot accept mandatory Samsung Ad SDK + TIFA — structurally inconsistent with B2B authorization model. |
First Amendment dated 5/14 adds WNBA Content as Core Content under identical zero-fee economics as NWSL. EP-favorable across the board — zero license fee, Operator Avails parity codified, EP packaging discretion preserved, casino / sportsbook fee prohibition preserved. Drafted for CEO-to-CEO signature (Alex Kaplan / Neil Gruninger).
| Key Open Term | EverPass Position | Victory+ Position | Open Question / Recommended Response |
|---|---|---|---|
| License Fee | Zero license fee for WNBA Content (mirrors NWSL). | Accepted — Amended §4(b) explicitly states "no license fee shall be payable." | Closed. |
| Exhibit A Club Footprint | All WNBA Clubs by regional footprint. | Only Minnesota Lynx + Atlanta Dream named; remaining clubs covered by catch-all referencing WNBA-defined regional footprints. | Parties discussing catch-all for future content (NBA, NHL, MLB). |
EverPass confirmed 5/12 as commercial distributor for NBA Summer League games on Amazon Prime Video (July, Las Vegas). Extends Amazon inventory into July window — between NBA Finals and NFL preseason. Existing executed Commercial Premises License covers TNF (NFL), 60+ NBA regular season + postseason, 5 NASCAR Cup races, 27+ NWSL, 30+ WNBA, ~21 Yankees/YES games.
| Key Open Term | EverPass Position | Amazon Position | Open Question / Recommended Response |
|---|---|---|---|
| Summer League Content Classification | Likely B-Level (optional distribution). | TBD — may designate A-Level (mandatory). | Operational. Confirm A vs. B classification with Amazon to align distribution requirements. No executive action. |
| Right of First Offer on New Amazon Sports Packages | RFO retained — Amazon must notify EP and offer new exclusive sports packages for distribution. | RFO retained as drafted. | Parties aligned on Amazon offering all future sports rights. |
Closing-stage deal moved to execution phase 5/14. AccuWeather's April 17 turn pulled material terms wider than expected; EP pushed back on six items and asked for written rationale before signature. Confidentiality carve-outs resolved on 5/14 call; finishing tech-spec attachment before signature.
| Key Open Term | EverPass Position | AccuWeather Position | Open Question / Recommended Response |
|---|---|---|---|
| Tech-Spec Exhibit B | Tech specs must be attached to Exhibit B at signature. | Wanted to defer to "future mutually executed amendment." | Amagi HLS spec delivery on track for late-May launch. |
| Personal Info Notification (§12) | Notification on breaches only. | 24-hour notice trigger on any sharing of personal information. | Hold. Reach exceeds market standard; operational risk. |
| Confidentiality Carve-Outs (§8) | Investor / lender / enforcement carve-outs retained. | Deletions to those carve-outs. | AccuWeather agreed based on 5/14 call. |
Final execution draft sent 4/9 to Zachary Bernheimer (MSN). Updated tech specs aligned to Monumental's feed structure and reformatted zip code territory exhibit. Counterparty expected to run limited redline before signature. Long-form agreement target 90 days from signature.
| Key Open Term | EverPass Position | Monumental Position | Open Question / Recommended Response |
|---|---|---|---|
| Performance Threshold | $300K cumulative Y1–Y2; $350K/year Y3+. Termination-only remedy. 30-day cure. | Accepted as drafted. | Termination right for shortfall; EverPass option to true-up or shorten term length (no financial risk). |
| Manual Scheduling Process | Manual launch process — Monumental has no scheduling API. | Confirmed — no API. | Content Ops capacity for manual scheduling lift before go-live. Approval required. |
| Long-Form Agreement Timeline | 90 days from signature. | Accepted. | Legal track. No executive action. |
EverPass and Netflix discussed 5/13: exploring additional NFL games. Netflix highly interested in expanding beyond current NFL package. Meeting scheduled 5/19. Starting point is Netflix's existing NFL rights — Christmas Day games, São Paulo game, and other exclusive-window games — alongside the executed EP–Netflix Boxing Agreement (4/1/2026).
| Key Open Term | EverPass Position | Netflix Position | Open Question / Recommended Response |
|---|---|---|---|
| NFL Content Universe | Starting baseline = Netflix NFL Christmas Day games already in Netflix's NFL rights package. Scope additional games at 5/19 meeting. | Highly interested in expanding beyond current NFL package; specific game-list and rights detail TBD. | Pre-meeting alignment: which Netflix-held NFL inventory does EP most want — Christmas package only, all exclusive-window, future expansion? |
| Deal Structure | Separate NFL agreement to keep existing Christmas Day / Boxing constructs clean. | TBD. | Approval required on separate agreement vs. amendment to existing Netflix paper. |
| Fee Structure | Zero-fee pass-through (Boxing / Fury precedent) vs. separate commercial license fee — TBD. | TBD. | Pre-meeting approval required: willing to pay license fees for Netflix NFL inventory, or hold zero-fee posture? |
| Exclusivity | TBD. | TBD. | Approval required: does EP want exclusive commercial distribution for Netflix NFL inventory? |
5/14 partnership discussion aligned on a sales and billing agent model (akin to Charter construct) — not wholesale reseller. Mediacom field sales bundles EverPass with business internet to commercial venues (bars / restaurants / hospitality) via Xumo devices and native EverPass apps (LG, Samsung, Fire TV, ChromeOS). Speed-to-market imperative ahead of NFL season.
| Key Open Term | EverPass Position | Mediacom Position | Open Question / Recommended Response |
|---|---|---|---|
| Commercial Model | Sales and billing agent construct with revenue share (mirrors Charter framework). | Aligned on agent model preference; field sales bundles with business internet. | Lean agreement using EverPass template; minimal customization. Alignment on revenue share mechanics and billing flow. |
| Device / App Deployment | Full support across Xumo + native apps (LG, Samsung, Fire TV, ChromeOS). | Xumo box supports EverPass app adjacent to Spectrum-like primary app; native TV OS validation needed. | Joint validation with rapid certification timeline. Edge cases (multi-zone bars, atypical venues) to scope. |
| Sales Enablement | Full access to EverPass training materials, playbooks, if/then charts, QBR cadence. | Mediacom-led field training + GTM execution; broad sales force requires training and incentives. | Co-branded battlecards and quick-start guides; SPIFFs tied to EverPass attach and activation by NFL preseason dates. Sales org readiness and incentive structure. |
| GTM Focus | Midwest-first rollout targeting bars / restaurants in Mediacom-dense markets. | Aligned on Midwest focus; bar / restaurant vertical. | Pilot markets: Iowa, Southern Minnesota, Missouri secondary markets. Defined ramp plan; vertical expansion to hospitality, casinos, campus, fitness, medical. |
| Timing | Full activation pre-NFL season. | Aligned on speed-to-market; NFL season inflection point. | Milestone-driven execution: materials → validation → GTM → launch. Pilot target 7/1; broader rollout aligned to NFL preseason. |
| Scheduler Integration | Centralized scheduler for multi-location chains; metadata integration for local feeds. | Open; joint technical scoping needed. | Scheduler integration with Mediacom systems. Support model and escalation during NFL Sundays. |
| Economic Term | EverPass Position | Mediacom Position | Open Question / Recommended Response |
|---|---|---|---|
| Revenue Share Structure | Revenue share aligned to sales / billing agent model; bundled attach to Mediacom business internet. | TBD — pending review of EverPass template. | Flexible structure tied to volume, attach rates, and early NFL activation incentives. |
| Billing Flow | Mediacom acts as billing agent; remits to EP under defined cadence. | TBD — channel ops review pending. | Approval required on billing cadence + reconciliation mechanics. |
| Bundle / Attach Economics | "Football Ready" bundle (Business Internet + EverPass on Xumo + scheduler setup). | Open; pricing positioning pending GTM plan. | Bundle pricing and SPIFF structure to be co-developed in GTM plan by 2026-06-14. |