Res 2015 -Wave Change of Control TransactionCOUNCIL BILL NO. 2898
RESOLUTION NO. 2015
A RESOLUTION GRANTING CONSENT OF THE CITY OF WOODBURN TO A CHANGE
OF CONTROL TRANSACTION INVOLVING WAVE DIVISION VII, LLC
WHEREAS, WaveDivision VII, LLC, a Washington limited liability company
d /b /a Wave Broadband ( "Franchisee ") currently holds a franchise (the
"Franchise ") granted by the City of Woodburn, (the "City ") to own and operate
a cable system; 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 lll, 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 represent to the City that they have provided all information regarding the
Transaction required by applicable law; and
WHEREAS, the City has performed its due diligence in reviewing the
information and has decided to consent to the Transaction; NOW, THEREFORE,
THE CITY OF WOODBURN RESOLVES AS FOLLOWS:
Section 1. The City consents to and approves 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.
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Resolution No. 2015
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The granting of the City's consent shall not alter, affect or otherwise change any
of the terms or conditions of the Franchise.
Section 4. This Resolution is adopted and approved in accordance with
applicable law and shall take effect upon passage. q
Approved as to form: 2
City Attorney r lz�- ate
, -"( -t , -�(
Figley,
Passed by the Council S 1 13 1 1
Submitted to the Mayor /I2—
Approved by the Mayor ��3
Filed in the �Offficee of the Recorder
ATTEST:
Heather Pierson, Assistant City Recorder
City of Woodburn, Oregon
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Resolution No. 2015
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