HomeMy WebLinkAbout3175 On
RESOLUTION NO. 31��
A RESOLUTION of the City Council of the City of
Bremerton, Washington, granting consent and approval to change
of control transaction
WHEREAS, WaveDivision IV, LLC, a Washington limited liability company
d/b /a Wave Broadband ( "Franchisee ") currently holds a franchise (the "Franchise ") granted by
the City of Bremerton, (the "City ") to own and operate a cable system in the City, and
WHEREAS, Franchisee is a wholly -owned subsidiary of WaveDivision Holdings,
LLC, a Delaware limited liability company ( "Wave Parent"), and
WHEREAS, on May 30, 2012, OH WDH Holdco, LLC, a Delaware limited
liability company affiliated with Oak Hill Capital Partners III, L P ( "Oak Hill "), in conjunction
with WaveDivision Capital, LLC, a Washington limited liability company controlled by Wave
Parent's Chief Executive Officer Steve Weed, entered into a definitive agreement to acquire
Wave Parent from its current majority owners, principally three affiliates of Sandler Capital
Management (the "Transaction "), and
WHEREAS, Wave Parent and Oak Hill have filed FCC Form 394 with the City
and have provided the City with all information regarding the Transaction required by applicable
law (collectively, the "Application "), and
WHEREAS, the City has reviewed the Application and has determined that (i)
Oak Hill meets the legal, technical, and financial criteria to become the owner of Wave Parent
and the indirect owner of Franchisee, and (ii) the Transaction is in the best interests of the City
WHEREAS, pursuant to Section 15 1(E) of the Franchise, the City shall act by
ordinance or resolution on the request for transfer of ownership or control within 120 days of
receipt of the FCC Form 394 application, NOW THEREFORE,
THE CITY COUNCIL OF THE CITY OF BREMERTON, WASHINGTON,
DOES HEREBY RESOLVE AS FOLLOWS
SECTION 1. The City consents to and approves of the Transaction to the extent
required by the terms of the Franchise and applicable law
SECTION 2. To the best of the City's knowledge and belief, there are no
existing facts or circumstances that with or without the giving of notice or the passage of time, or
both, would constitute a default of any term or condition of the Franchise.
SECTION 3. Effective upon the closing of the Transaction, the Franchisee shall
remain responsible for any obligations and liabilities under the Franchise
1
Wave Cable Change of Control Transaction
SECTION 4. This Resolution is adopted and approved in accordance with all
applicable notice and procedure requirements under all laws applicable to City, and with all
applicable notice and procedure requirements
SECTIONS. Severability If any one or more sections, subsections, or
sentences of this Resolution are held to be unconstitutional or invalid, such decision shall not
affect the validity of the remaining portion of tins Resolution and the same shall remain in full
force and effect
SECTION 6. Effective Date This Resolution shall take effect and be in force
immediately upon its passage
1 1 94 - it-
PASSED by the City Council of the City of Bremerton, Washington this
day of JU-W , 2012
McDONALD, Council President
APPROVED AS TO FORM ATTEST
5i ROER A LUBOVICH, City ON L CORIN, City Clerk
R \Legal\Legal\Resolutions\Fmance \Wave Cable Change of Control doe
2
Wave Cable Change of Control Transaction